INTER-PROFESSIONAL EDUCATION

Terms of Use

Last Modified: May 6, 2020

Introduction

This Breastfeeding: Human Medicine Preparation for Interprofessional Practice Educational Module (the “Module”) is provided by the University of Mississippi Medical Center (“UMMC”) through its on-line medical education portal Canvas Learning Management Platform (the “Portal”) for use by UMMC’s students in the schools of medicine, nursing, pharmacy, public health, social work, health professions, dentistry and biomedical sciences. Additional learners accessing the Module through the Portal may include other health profession students and health professionals in practice, including faculty at UMMC and other health care institutions, as determined by UMMC (collectively, “you”, “your” or the “users”).

This Module was funded through a grant by Inspire Health, Inc. (“Inspire”) and developed collaboratively between Communities and Hospitals Advancing Maternity Practices (“CHAMPS”) and UMMC (Inspire, CHAMPS and UMMC collectively, the “Sponsors”). This Module is hosted by Dynamic Digital Advertising, LLC (“Hosting Vendor”) under contract with Inspire and licensed by Inspire to UMMC for its use as described in this Privacy Policy. Inspire owns all copyright and other intellectual property rights with respect to the Module.

Acceptance of the Terms of Use

These terms of use are entered into by and between you and the Sponsors and the Hosting Vendor (the Sponsors and the Hosting Vendor collectively, "we," or "us" or “our”). The following terms and conditions, together with any documents they expressly incorporate by reference] (collectively, "Terms of Use"), govern your access to and use of the Module, including any content, functionality, and services offered on or through the Module as a registered user thereof.

Please read the Terms of Use carefully before you start to use the Module. By clicking to accept or agree to the Terms of Use you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://breastfeeding.inspire-health.org/Privacy_Policy.html, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Module.

This Module is offered and available to registered users described above accessing the Module through the Portal who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using the Module, you represent and warrant that you are of legal age to form a binding contract with us and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Module.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Module thereafter. However, any changes to the dispute resolution provisions set out in Governing Law will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Module.

Your continued use of the Module following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access the Module so you are aware of any changes, as they are binding on you.

Accessing the Module and Account Security

We reserve the right to withdraw or amend the Module, and any material we provide on the Module, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Module is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Module, or the entire Module, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Module.
• Ensuring that all persons who access the Module through your internet connection are aware of these Terms of Use and comply with them.

To access the Module or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Module that all the information you provide on the Module is correct, current, and complete. You agree that all information you provide to register with the Module or otherwise, including, but not limited to, through the use of any interactive features on the Module, is governed by our Privacy Policy https://breastfeeding.inspire-health.org/Privacy_Policy.html, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Module or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Module and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Inspire, its licensors, or other providers of such material and are protected by United States and international copyright, trademark and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Module for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Module, except as follows:

• You may print or download one copy of a reasonable number of pages of the Module for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
• If we provide links to third party sites or downloadable material, you may take such actions as are enabled by such features subject to such terms of use as may .apply to such sites or material.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Module or any materials available through the Module.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Module in breach of the Terms of Use, your right to use the Module will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Module or any content on the Module is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Module not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The Inspire Health, Inc. name and logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Inspire or its affiliates or licensors. You must not use such marks without the prior written permission of Inspire. All other names, logos, product and service names, designs, and slogans on the Module are the trademarks of their respective owners.

Prohibited Uses

You may use the Module only for educational purposes through the Portal as a registered user thereof and in accordance with these Terms of Use. You agree not to use the Module:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
• To impersonate or attempt to impersonate any Sponsor or the Host Vendor, any employee thereof, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Module, or which, as determined by us, may harm the Sponsors, the Host Vendor or users of the Module, or expose them to liability.

Additionally, you agree not to:

• Use the Module in any manner that could disable, overburden, damage, or impair the Module or interfere with any other party's use of the Module, including their ability to engage in real time activities through the Module.
• Use any robot, spider, or other automatic device, process, or means to access the Module for any purpose, including monitoring or copying any of the material on the Module.
• Use any manual process to monitor or copy any of the material on the Module, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Module.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Module, the server on which the Module is stored, or any server, computer, or database connected to the Module.
• Attack the Module via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Module.

Reliance on Module Information

The information presented on or through the Module is made available solely for inter-professional medical educational purposes to the users described above and through the UMMC Portal. All information on the Module is provided in good faith, however we make no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability or completeness of any information on the Module.  Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you, or by anyone who may be informed of any of its contents.

This Module includes content provided by third parties, including materials provided by third-party licensors. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content are solely the opinions and the responsibility of the person or entity providing those materials. Inspire is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third person or any other Sponsor of the Module.

External Links Disclaimer

The Module contains (or you may be sent through the Module to) links to other websites or content belonging to or originating from third parties. Such external links are not investigated, monitored, or checked for accuracy, adequacy, validity, reliability, availability or completeness by us. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OFFERED BY THIRD-PARTY WEBSITES LINKED THROUGH THE MODULE. WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Changes to the Module

We may update the content on the Module from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Module may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Module

All information we collect on the Module is subject to our Privacy Policy https://breastfeeding.inspire-health.org/Privacy_Policy.html. By using the Module, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant the Module will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE MODULE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE MODULE OR TO YOUR DOWNLOADING OF ANY MATERIAL ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE MODULE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE MODULE IS AT YOUR OWN RISK. THE MODULE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE MODULE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WE NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE MODULE. WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THE MODULE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE MODULE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE MODULE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE MODULE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL WE, OUR RESPECTIVE AFFILIATES, OR OUR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE MODULE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE MODULE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless us, our affiliates, licensors, and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Module, including, but not limited to, any use of the Module's content other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Module.

Governing Law and Jurisdiction

All matters relating to the Module and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Mississippi without giving effect to any choice or conflict of law provision or rule (whether of the State of Mississippi or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Module shall be instituted exclusively in the federal courts of the United States or the courts of the State of Mississippi, in each case located in the City of Jackson and County of Hinds. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At our sole discretion, we may require you to submit any disputes arising from these Terms of Use or use of the Module, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Mississippi law.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE MODULE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and us regarding the Module and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Module.