Subscription Agreement for InstaCode.com
By registering as a subscriber of InstaCode.com (“Also referred to as InstaCode, or InstaCode Institute") you agree to be bound by the following terms of service:
1.1 InstaCode.com licensing is on a per subscriber basis. A Subscriber is an individual who:
(a) accesses, uses, or manipulates the Content available on InstaCode.com.
(b) accesses, uses, or manipulates the content to produce or enable an output (data, reports, or the like).
2. InstaCode Services, Third Party Products and Services
2.1 InstaCode.com is designed to be used in conjunction with InstaCode's search and other services. Accordingly, each time you use the Website you agree to be bound by InstaCode's Terms of Service.
3. Website Use Restrictions
3.1 For an individual subscriber, the website is made available to and may be used by you only for your personal, non-commercial use according to this Agreement and the website documentation. For a business entity subscriber or government entity subscriber, the website may be used by you and your employees for internal use according to this Agreement and the website documentation (individual, business, and government subscribers are collectively referred to as "You" herein).
3.2 Except where you have been specifically licensed by InstaCode to do so, You may not use the Website in connection with any products, systems, or applications installed or otherwise connected to, or in communication with, other websites data and content.
3.3 In summary, You may not nor permit others to:
(a) modify or prepare derivative works of the web pages,
(b) rent or lease the website to a third party,
(c) use the Software in any manner that infringes on the intellectual property or other rights of another party, or
(d) transfer subscriber and admin accounts to another subscriber, person, or entity without prior, written authorization from InstaCode.
4.2 InstaCode will not share any information about you except in the following instances:
- If you purchase a third party product, we will share with the third party vendor only the information needed to get that product delivered to you, be it electronic or physical.
- Sometimes InstaCode will provide a seminar, or webinar using industry experts. Your basic contact information may be provided to them for your participation in that seminar or webinar, but prior notification will be given.
5. Proprietary Rights
5.1 You acknowledge that:
(a) the website contains proprietary and confidential information that is protected by applicable intellectual property and other laws and
(b) InstaCode owns all right, title, and interest in and to the website along with information provided through or in conjunction with the website, including without limitation all Intellectual Property Rights therein and thereto.
5.2 "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, any and all other proprietary rights, and any and all applications, renewals, extensions, and restorations thereof, now or hereafter in force and effect worldwide.
5.3 You agree that you will not nor allow any third party to:
(a) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from the website, unless otherwise permitted,
(b) take any action to circumvent or defeat the security or content usage rules provided, deployed, or enforced by any functionality (including without limitation digital rights management functionality) contained in the website,
(c) use the Website to access, copy, transfer, transcode, or retransmit content in violation of any law or third party rights, or
(4) remove, obscure, or alter InstaCode's copyright notices, trademarks, or other proprietary rights notices affixed to, contained within, or accessed in conjunction with or through the website.
5.4 You agree that you will not nor allow others to, copy, distribute, display, modify, or otherwise use the Content except as it is provided to you through the website, unless you have been specifically told that you may do so by InstaCode or by the owners of that Content in a separate agreement. InstaCode and its licensors make no representations or warranties regarding the accuracy or completeness of this information.
6. Automatic Updates
6.1 The InstaCode Website will be updated from time to time to add features such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "Updates"). These changes will be done by InstaCode Corporate and will require you to do nothing. Occasionally, there may be website related issues that may require you to update your Internet browser or browser-based plugins.
7. U.S. Government Restricted Rights
7.1 If the website is used or accessed by or on behalf of the United States government, such use or access is subject to the following provision. The website and any related documentation are deemed "commercial computer website" and "commercial computer website documentation," respectively, within the meaning of the applicable civilian and military Federal acquisition regulations and any supplement thereto.
7.2 If the user of the website is an agency, department, employee, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the website, including technical data or manuals, is restricted by the terms, conditions, and covenants contained in this Agreement. In accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies, use of the Website is further restricted by this Agreement.
8. Export Restrictions
8.1 The website is subject to United States export controls. By using the website, you agree that you are solely responsible for complying with all United States export control regulations, including the Export Administration Regulations ("EAR"), and sanctions programs, including those administered by the United States Treasury Department's Office of Foreign Assets Controls ("OFAC"), and all other applicable international trade regulations.
8.2 You agree that you will not download or use the website without all required approvals in any proscribed destination (including Cuba, Iran, North Korea, Sudan, and Syria), on behalf of any proscribed entity or person, for any proscribed end use, or in any other manner contrary to these export regulations and sanctions programs.
8.3 By downloading or using the website, you represent and warrant that you are not a proscribed end-user or utilizing this website for a proscribed end use under these regulations.
9. Compliance with Laws and InstaCode Policies
9.1 You agree to comply with all local laws and regulations regarding the download, installation, and/or use of the website. You agree to comply with any applicable policies or guidelines that InstaCode may make available from time to time by its sole discretion. By way of example, and not as a limitation, you agree that when using the website, you will not:
(a) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
(b) upload, post, email, transmit, or otherwise make available any inappropriate, defamatory, infringing, obscene, or unlawful content;
(c) upload, post, email, transmit, or otherwise make available any content that infringes any patent, trademark, copyright, trade secret, or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
(d) download any file posted by another that you know, or reasonably should know, cannot be legally distributed in such manner;
(e) impersonate another person or entity, falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of website, Content or other material;
(f) restrict or inhibit any other user from using and enjoying InstaCode services;
(g) use InstaCode services for any illegal or unauthorized purpose;
(h) remove any copyright, trademark, or other proprietary rights notices contained in or on InstaCode services;
(i) interfere with or disrupt InstaCode services, servers, or networks connected to InstaCode services, or disobey any requirements, procedures, policies, or regulations of networks connected to InstaCode services;
(j) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of InstaCode services or collect information about users for any unauthorized purpose;
(k) submit content that falsely expresses or implies that such content is sponsored or endorsed by InstaCode;
(l) create user accounts by automated means or under false or fraudulent pretenses;
(m) promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual; or
(n) transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.
10. Additional AMA CPT Licensing Restrictions
10.1 You may not nor permit others to:
(a) use this software or any information contained herein (including CPT) in any public electronic bulletin board or public computer-based information system (including the Internet and World Wide Web),
(b) publish, translate, or transfer possession of the Software or copy a portion of it, or
(c) create derivative works based on CPT and the Software and selling, leasing or licensing it or otherwise making the Electronic Media or any portion thereof available to any unauthorized party.
10.2 The User must ensure that anyone who has authorized access to the Software complies with the provisions of the complete license agreement.
10.3 CPT is copyright by the AMA. All notices of proprietary rights, including trademark and copyright in CPT must appear on all permitted back-up or archival copies. An updated version of CPT in the Software is dependent upon continuing contractual relations with the AMA. CPT copyright 2007 American Medical Association. All rights reserved.
10.4 Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The AMA does not directly or indirectly practice medicine or dispense medical services. The AMA assumes no liability for data contained or not contained herein. CPT is a registered trademark of the American Medical Association
10.5 The responsibility for the content of any “National Correct Coding Policy” included in this product is with the Centers for Medicare and Medicaid Services and no endorsement by the AMA is intended or should be implied. The AMA disclaims responsibility for any consequences or liability attributable to or related to any use, non-use or interpretation of information contained in this product.
10.6 Licensing for AMA CPT is on a per user basis: A “user” is an individual who:
a) accesses, uses, or manipulates CPT Editorial Content contained in the Electronic Licensed Product; or
b) accesses, uses, or manipulates the Electronic Licensed Product to produce or enable an output (data, reports, or the like) that could not have been created without the CPT embedded in the Electronic Licensed Product even though CPT Editorial Content may not be visible or directly accessible; or
c) makes use of an output of the Electronic Licensed Product that relies on or could not have been created without the CPT Editorial Content embedded in the Electronic Licensed Product even though CPT Editorial Content may not be visible or directly accessible.
10.7 This product includes CPT and/or CPT Assistant which is commercial technical data and/or computer data bases and/or commercial computer software and/or commercial computer software documentation, as applicable which were developed exclusively at private expense by the American Medical Association, 515 North State Street, Chicago, Illinois, 60610. U.S. Government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer data bases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (June 1995) and/or subject to the restrictions of DFARS 227.7201-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (June 1987) and/or subject to the restricted rights provisions of FAR 52.227-14 (June 1987) and FAR 52.227-19 (June 1987), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.
11.1 You may terminate these Terms of Service at any time by contacting support@InstaCode.com and request cancellation of your account. Your rights automatically and immediately terminate without notice from InstaCode if you fail to comply with any provision of this Agreement. To the maximum extent permitted by law, InstaCode reserves the right to terminate this agreement and your use of the website at any time and for any reason.
12.1 The provisions of Sections 2, 5, 7, 8, 10, 11, 12, 13, 14, 15, 16, 17, and 18 shall survive any termination or expiration of this Agreement.
13.1 YOU AGREE TO HOLD HARMLESS AND INDEMNIFY INSTACODE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY CLAIM, SUIT, OR ACTION ARISING FROM OR IN ANY WAY RELATED TO YOUR USE OF THE WEBSITE OR YOUR VIOLATION OF THESE TERMS OF SERVICE, INCLUDING ANY LIABILITY OR EXPENSE ARISING FROM ALL CLAIMS, LOSSES, DAMAGES, SUITS, JUDGMENTS, LITIGATION COSTS, AND ATTORNEYS' FEES OF EVERY KIND AND NATURE. IN SUCH A CASE, INSTACODE WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT, OR ACTION.
13.2 INSTACODE. SHALL NOT BE LIABLE FOR ANY DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RESULTING FROM YOUR POSSESSION OR USE OF THE FILES (INCLUDING DATA LOSS OR CORRUPTION), REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON TORT, CONTRACT, OR OTHERWISE. IF THE FOREGOING LIMITATION IS HELD TO BE UNENFORCABLE, THEN INSTACODE, LLC'S MAXIMUM LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEES PAID BY YOU FOR THE FILES. THE REMEDIES AVAILABLE TO YOU AGAINST INSTACODE, LLC'S UNDER THIS AGREEMENT ARE EXCLUSIVE. SOME STATES DO NOT ALLOW THE LIMITATION OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
13.3 YOU AGREE TO INDEMNIFY, HOLD HARMLESS, AND DEFEND “INSTACODE” FROM AND AGAINST ANY LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, CLAIMS, DEMANDS, RECOVERIES, SETTLEMENTS, DEFICIENCIES, COSTS, OR EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) WHICH INSTACODE MAY SUFFER OR INCUR IN CONNECTION WITH, RESULTING FROM, OR ARISING OUT OF INSTACODE:
(a) BREACH OF ANY OF IT’S REPRESENTATIONS, WARRANTIES, COVENANTS, AND OBLIGATIONS CONTAINED IN THIS AGREEMENT AND ALL PREVIOUS AND FUTURE AGREEMENTS INSTACODE MAY HAVE IN FORCE WITH ANY PARTY INCLUDING, BUT NOT LIMITED TO, CLIENTS, PARTNERS, SUBSIDIARIES, EMPLOYEES, OR ASSOCIATES;
(b) NON-COMPLIANCE WITH ANY APPLICABLE FEDERAL, STATE, OR LOCAL LAWS OR REGULATIONS; OR
(c) WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
14. Disclaimer of Warranties
14.1 YOU EXPRESSLY UNDERSTAND AND AGREE AND UNDERSTAND THAT:
(a) YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN "AS IS" BASIS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, INSTACODE AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) INSTACODE AND ITS LICENSORS MAKES NO WARRANTY:
(i) THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS,
(ii) THAT THE WEBSITE WILL BE ERROR-FREE OR BUG-FREE,
(iii) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE WEBSITE, AND
(iv) THAT ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.
(c) ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.
(d) NONE OF THE WEBSITE IS INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER SUCH ACTIVITIES IN WHICH CASE THE FAILURE OF THE WEBSITE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
(e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INSTACODE OR ANY THIRD PARTY OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
15. Limitation of Liability
15.1 THE SOFTWARE IS LICENSED TO YOU ON AN “AS IS” BASIS WITHOUT ANY WARRANTY OF ANY NATURE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT INSTACODE AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF INSTACODE OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM:
(a) THE USE OR THE INABILITY TO USE THE WEBSITE OR TO ACCESS CONTENT OR DATA;
(b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
(c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR
(d) ANY OTHER MATTER RELATING TO THE WEBSITE.
15.2 THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. UNDER NO CIRCUMSTANCES SHALL INSTACODE OR ANY THIRD PARTY WHO MAKES ITS WEBSITE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE BE LIABLE TO YOU OR ANY USER ON ACCOUNT OF YOUR USE OR MISUSE OF THE WEBSITE OR SUCH THIRD PARTY WEBSITE OR CONTENT. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF INSTACODE AND/OR A THIRD PARTY WEBSITE OR CONTENT PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OR MISUSE OF, INABILITY TO USE, OR RELIANCE ON THE WEBSITE AND ALL THIRD PARTY WEBSITE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE WEBSITE AND ANY THIRD PARTY WEBSITE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
16. Exclusions and Limitations
16.1 NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT, OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
17. No Third Party Beneficiaries
17.1 You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
18. Miscellaneous Provisions
18.1 Choice of Law and Forum. This Agreement will be governed by and construed in accordance with the laws of the State of Utah, without giving effect to the conflict of laws provisions of Utah or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.
18.2 Waiver and Severability of Agreement. The failure of InstaCode to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.
18.3 Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the website or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
18.4 This Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by InstaCode and/or a third party who make its website available in conjunction with or through the website.