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Facility Guidelines Institute
End User License Agreement
Last Modified: April 10, 2022
This End User License Agreement (“Agreement”) is a binding agreement between you (“End User” or “you”) and Facility Guidelines Institute, Inc. (“FGI”). This Agreement governs your use of FGI’s platform (including all related documentation, the “Platform”) and the products for which you purchase a subscription from FGI’s websites located at https.fgiguidelines.org, https://shop.fgiguidelines.org/, or https://fgiguidelines.net (the “Websites”) or through other means established by FGI and access or use through or on the Platform (collectively, including all related documentation, the “Products” and each a “Product”) pursuant to FGI’s then current order process and documentation (each an “Order”). The Platform and Products are licensed, not sold, to you.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE PLATFORM.
FGI PROVIDES THE PLATFORM AND PRODUCTS SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY USING THE PLATFORM, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU AND ALL OF YOUR AUTHORIZED USERS (DEFINED BELOW) ARE LEGALLY BOUND BY ITS TERMS. IF END USER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF END USER AND BIND END USER TO ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, FGI WILL NOT AND DOES NOT LICENSE THE PLATFORM OR ANY OF THE PRODUCTS TO YOU AND YOU MUST NOT USE THE PLATFORM, CONTENT AND SERVICES (DEFINED BELOW), PRODUCTS OR ANY RELATED DOCUMENTATION.
1. License Grant. Subject to and conditioned upon satisfaction of your payment obligations and your compliance with the terms of this Agreement, including the Order, FGI’s Terms of Use located at https://shop.fgiguidelines.org/terms-of-use/ (the “Terms of Use”) and Privacy Policy located at https://shop.fgiguidelines.org/privacy-policy/ (“FGI’s Privacy Policy”), which are incorporated herein by reference, FGI grants you the following licenses:
(a) a limited, non-exclusive, non-sublicensable, and non-transferable license during the term of this Agreement, by and through those Authorized Users for whom you have purchased subscriptions (never to exceed the number of Authorized Users for whom you have purchased a current subscription as set forth in the applicable Order), to:
(i) use the Platform on a mobile device or computer owned or otherwise controlled by you (“Device”) strictly in accordance with the Platform’s documentation and this Agreement; and
(ii) access and use on such Device the Products for which you have any active subscription and the Content and Services made available in or otherwise accessible through the Platform, as set forth in Section 5, solely in connection with your lawful use of the Platform, such subscribed Products and the Websites and strictly in accordance with this Agreement, the applicable Order and the Terms of Use applicable to such Content and Services; and
(b) a limited, non-exclusive, non-sublicensable, and non-transferable license, during the subscription term set forth in the applicable Order, to the Products for which you have purchased a subscription from FGI, by and through those Authorized Users for whom you have purchased subscriptions (never to exceed the number of Authorized Users for whom you have purchased a current subscription as set forth in the applicable Order), to download, access, and use the Products for your internal use on a Device strictly in accordance with this Agreement, the applicable Product documentation and the applicable Order.
An “Authorized User” is an individual for whom End User has purchased a subscription to the Platform or a Product pursuant to this Agreement. End User is fully responsible for all acts and omissions of its Authorized User under this Agreement and/or with regard to the Platform, the Products and the Content and Services, as if End User had committed such act or omission itself. Only Authorized Users for whom End User has purchased a current subscription thereto may access and use the Platform and/or the Products and no more than the number of Authorized Users set forth in the applicable Order may ever access and use the Platform and/or given Product. Any access to or use of the Platform, any Product or any Content and Services by persons or entities other than Authorized Users or beyond the number of current subscriptions is strictly prohibited and shall constitute a material breach of this Agreement subject to immediate termination.
2. License Restrictions. You shall not, and shall require that your Authorized Users shall not, directly or indirectly:
(a) access or use the Platform, the Content and Services, or the Products beyond the scope of the license granted in Section 1;
(b) copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platform, the Content and Services, or the Products;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;
(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, the Content and Services, or the Products;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Content and Services, the Products, or the Platform, or any features or functionality of the Platform, to any third party for any reason;
(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform, the Content and Services, or the Products;
(g) use the Platform, the Content and Services, or the Products on any Device that you do not own or control;
(h) use any unauthorized third-party programs or software that interact with the Platform, the Content and Services, or the Products in any way, except to the extent expressly authorized by FGI.
(i) use the Platform, the Content and Services, or the Products in violation of any law, regulation, or rule; or
(j) use the Platform, the Content and Services, or the Products for purposes of competitive analysis of the Platform, the Content and Services, or the Products, the development of a competing software product or service, or any other purpose that is to FGI’s commercial disadvantage.
3. Reservation of Rights; Feedback. You acknowledge and agree that the Platform, the Content and Services, and the Products are provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform, the Content and Services, or the Products under this Agreement, or any other rights thereto other than to use the Platform, the Content and Services, and the Products in accordance with the license granted herein subject to all terms, conditions, and restrictions under this Agreement. FGI and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform, the Content and Services, and the Products, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement. End User shall use commercially reasonable efforts to safeguard the Platform, the Content and Services, and the Products from infringement, misappropriation, theft, misuse, or unauthorized access, and End User shall promptly notify FGI upon becoming aware of any infringement of the Platform, the Content and Services, the Products, or FGI’s intellectual property rights therein. If you choose to provide suggestions, data, or other information to FGI regarding possible modifications or improvements in the operation, functionality or use of the Platform, the Content and Services, or the Products (“Feedback”), you agree that FGI may make any and all use of such any Feedback without any compensation or attribution to you, and you do assign and convey to FGI any and all intellectual property rights in or to such Feedback.
4. Use of the Platform, the Content and Services, and the Products; Collection and Use of Your Information.
(a) End User is responsible and liable for all uses of the Platform, the Content and Services, and the Products through access thereto provided to you and your Authorized Users by FGI, directly or indirectly. Specifically, and without limiting the generality of the foregoing, End User is responsible and liable for all actions and failures to take required actions with respect to the Platform, the Content and Services, or the Products by its Authorized Users or by any other person to whom End User or an Authorized User may provide access to or use of the Platform, the Content and Services, or the Products, whether such access or use is permitted by or in violation of this Agreement.
(b) You acknowledge that when you use, or any Authorized User uses, the Platform, any Product or any portion of the Content and Services, FGI may use automatic means (including, for example, cookies and web beacons) to collect information about the Device used and about your use of the Platform, any Product or portion of the Content and Services. You also may be required to provide certain information about yourself as a condition to using the Platform, any Product, any portion of the Content and Services or certain of the Platform’s features or functionality. The Platform or Websites may provide you with opportunities to share information about yourself with others, such as through a chat or customer support feature. The information may be transferred to and stored in countries other than the country in which the information is collected. You agree, on behalf of yourself and all of your Authorized Users, that any supply any such personal information at your or the individual’s own initiative, and at your or the applicable individual’s own risk.All information collected by FGI through or in connection with the Website, Platform, any Product, or any portion of the Content and Services is subject to FGI’s Privacy Policy. By using and providing information to FGI, you consent, on behalf of yourself and all of your Authorized Users, to all actions taken by us with respect to such information in compliance with the Privacy Policy.
5. Content and Services. The Platform may provide you with access to FGI’s Websites and certain services accessible thereon, and certain features, functionality, and content accessible on or through the Platform may be hosted on the Websites (collectively, but specifically excluding all Products and any portion thereof, the “Content and Services”). Your access to and use of such Content and Services are governed by Website’s Terms of Use and FGI’s Privacy Policy. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use and Privacy Policy and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Platform’s features and functionality. Any violation of such Terms of Use will also be deemed a violation of this Agreement.
6. Updates. FGI may from time to time in its sole discretion develop and provide Platform, Product or Content and Services updates, which may include bug fixes, patches, other error corrections, and/or new features but specifically exclude any and all new editions of, additions to or upgrades to any Products for which a subscription fee, an additional agreement or an additional subscription is required (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that FGI has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates and acknowledge and agree that the Platform, the Products, Content and Services or portions of any of the foregoing may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Platform, the applicable Product, or Content and Services, as applicable, and be subject to all terms and conditions of this Agreement.
7. Third-Party Materials. The Platform, the Content and Services, the Products, or any components thereof may display, include, or make available third-party content (including data, information, applications, program code and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that FGI is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. FGI does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions. All Third-Party Materials are provided hereunder without any warranty of any kind, including (without limitation) any warranty of merchantability or fitness for a particular purpose.
8. Payment. All fees for the Platform, the Content and Services, or the Products are non-refundable.
9. Term and Termination.
(a) The term of this Agreement commences when you acknowledge your acceptance and will continue in effect until terminated by you or FGI as set forth in this Section 9. Notwithstanding the term of the Agreement, you and your Authorized Users may only access and use a given Product during the period for which you have purchased a subscription to such Product. Your subscription will automatically renew for successive subscription terms unless you terminate your subscription prior to such renewal in accordance with the terms of your subscription and this Agreement. Your use and access of a Product and all of your Authorized User’s access and use of such Product shall automatically terminate upon the expiration of your subscription term for such Product.
(b) You may terminate this Agreement and/or your subscription to the Platform, the Content and Services and/or one or more of the Products by deleting the Platform, the Content and Services, and the given Product(s), as the case may be, and all copies thereof from your Devices and by ceasing to use the Platform, the given Product(s), the Website, and the Content and Services, as applicable. If you terminate this Agreement pursuant to this Section 9(a), such termination will take effect at the end of the then-current subscription term.
(c) FGI may terminate this Agreement, which will terminate all of your subscriptions hereunder or a subscription effective immediately, at any time without notice, if FGI ceases to support the Platform, the Products or a particular Product, which FGI may do in its sole discretion. In addition, this Agreement, and all subscriptions hereunder, will terminate immediately and automatically, effectively immediately, without any notice if you violate any of the terms and conditions of this Agreement, including, without limitation, any right or license granted hereunder, the Terms of Use, FGI’s Privacy Policy or any other agreement between the End User and FGI.
(d) Upon termination of this Agreement taking effect:
(i) all subscriptions, rights and licenses granted to you under this Agreement will terminate; and
(ii) you and all of your Authorized Users must cease all access and use of the Platform, the Content and Services, and the Products and delete all copies of the Platform, the Content and Services, and the Products from all Devices and your account.
(e) Upon the termination or expiration of a subscription hereunder:
(i) the subscription and all rights and licenses to the given Product granted to you under this Agreement will terminate; and
(ii) you and all of your Authorized Users must cease all access and use of the given Product and delete all copies of the given Product from all Devices and your account.
(e) Termination will not limit any of FGI’s rights or remedies under this Agreement, the Terms of Use, FGI’s Privacy Policy or any other agreement between the End User and FGI, at law or in equity.
10. Disclaimer of Warranties. THE PLATFORM, THE CONTENT AND THE SERVICES, AND THE PRODUCTS ARE PROVIDED TO YOU “AS IS,” WITH ALL FAULTS AND DEFECTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE CONTENT AND THE SERVICES, AND THE PRODUCTS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM, THE CONTENT AND THE SERVICES, OR THE PRODUCTS WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, THE CONTENT AND SERVICES, OR THE PRODUCTS FOR:
(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR YOUR ACCESS AND USE OF (I) THE GIVEN PRODUCT DURING THE APPLICABLE SUBSCRIPTION PERIOD IF THE CLAIM RELATES TO A PRODUCT OR (II) THE PLATFORM FOR ALL OTHER CLAIMS.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
12. Indemnification. You agree to indemnify, defend, and hold harmless FGI and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Platform, the Website, the Content and Services, or the Products, including any such misuse in violation of any applicable law and your breach of this Agreement.
13. Export Regulation. The Platform, the Products and/or Content and Services may be subject to United States export control laws, including the United States Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Platform, the Products and/or Content and Services to, or make the Platform, the Products and/or Content and Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform, the Products and/or Content and Services available outside the United States. You represent and warrant that (a) you are not located in a country that is subject to a United States Government embargo, or that has been designated by the United States Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You also agree that you will not use this Platform, the Products and/or Content and Services for any purposes prohibited by United States law.
14. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
15. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Missouri. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Missouri in each case located in St. Louis County, Missouri, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
16. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, THE CONTENT AND SERVICES, OR THE PRODUCTS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
17. Entire Agreement. This Agreement, including the Orders, the Terms of Use, FGI’s Privacy Policy and all other documents incorporated herein, constitute the entire agreement between you and FGI with respect to the Platform, the Products and the Content and Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Platform, the Products and the Content and Services. In the event of a conflict between this Agreement, an Order for Products, the Terms of Use and/or FGI’s Privacy Policy, this Agreement shall govern, then the Order, as to the particular Products subscribed under such Order, and then the Terms of Use; provided, however, FGI’s Privacy Policy shall prevail in all conflicts related to personal information or data.
18. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.
19. Amendments. This Agreement may be amended by FGI from time to time in the sole discretion of FGI. Your continued use of the Platform, the Content and Services or the Products after any such amendment shall be deemed acceptance of any changed terms therein.
20. Assignment. End User shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement without FGI’s prior written consent, which consent FGI may give or withhold in its sole discretion. Any purported assignment, delegation, or transfer in violation of this Section 20 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.