Travax® License Agreement


AGREEMENT entered into between Shoreland, Inc. ("Shoreland") and Licensee. Licensee is a current subscriber to Shoreland's Travax publication (the "Publication"). Licensee acknowledges by its use of the Publication that its duly authorized representative has read and understands this Agreement and that it agrees to all of its provisions.

  1. License and Ownership: Subject to all of the provisions of this Agreement, Shoreland hereby grants to Licensee, and Licensee hereby accepts from Shoreland, a nonexclusive, nontransferable license to use the Publication delivered with this Agreement over the term of this Agreement. The Publication is owned by Shoreland, and Licensee acknowledges that its use of all or any portion of the Publication shall not create any ownership interest with respect to the Publication or any component thereof. Licensee shall not alter any copyright or other notice in any portion of the Publication.
  2. Effective Date and Termination: This Agreement shall be effective from the date Licensee takes delivery or undertakes use of any one (1) or more of the components of the Publication. Upon termination of this Agreement, Licensee will cease and desist from all use of the Publication and, if requested by Shoreland, promptly deliver paper, computer, or other copies thereof in Licensee's possession or under its control to Shoreland, or its duly authorized representative, without the retention of any such copies by or through Licensee. The obligation of Licensee hereunder shall survive the termination of this Agreement.
  3. Term and Fees: The initial term of this Agreement shall commence on the date Licensee's existing subscription term began and shall continue for the remainder of this existing subscription term (a "Term"). This Agreement is self-renewing for additional subscription terms at the end of the existing Term unless either party notifies the other of its desire to discontinue this Agreement prior to the expiration of the immediately preceding Term. The Term subscription fee for the Publication is as previously agreed and paid (or to be paid) for the existing subscription term. Shoreland may change this fee for any subsequent Term upon notice to Licensee. Such fee shall be payable in advance prior to the commencement of each Term. Early termination: Either party may terminate this Agreement for any reason, even an unreasonable one, upon 30 days written notice to the other party. Within 30 days of the date of termination, Shoreland will mail to Licensee a refund for the balance of the Term.
  4. Permitted and Prohibited Use: Licensee is hereby granted the right to use all or any portion of the Publication solely for the care and treatment of its patients at the location(s) covered by this license. Licensee may allow no more than two simultaneous users access to Travax. Licensee may distribute information from the Publication to individual patients. Licensee shall make no other use of the Publication without Shoreland's prior written consent. For example, Licensee may not (i) use any portion of the Publication to provide information to non-patients or to medical staff who do not work at the location covered by this license, (ii) use any portion of the Publication to create a derivative work for publication and/or distribution to non-patients, (iii) use any portion of the Publication in connection with the operation of a service bureau, or (iv) use any portion of the Publication in connection with the development or maintenance of another travel health information database or resource (these examples do not constitute an all-inclusive list). For purposes of this Agreement, the term "patients" is defined as persons who are physically seen during a normal travel clinic visit at the licensed location.
  5. Delivery and Installation: Shoreland will provide Licensee with the previously agreed upon type(s) and number(s) of each component of the Publication, including updates, during the term of the Agreement. Licensee understands that it may need to install software, such as web browsers, on its own computer equipment and acknowledges and agrees that it is solely responsible for such installation. Licensee further acknowledges and agrees that the system requirements for these components have been explained and that it has or will obtain any necessary computer equipment and supporting software.
  6. Updates and Enhancements: From time to time Shoreland may provide updated information or enhancements with respect to the Publication at no additional fee, but will have sole discretion to determine whether and how often the Publication will be updated or enhanced. Any such updates and enhancements shall be deemed to be included in the Publication, shall be subject to all of the provisions of this Agreement, and shall not be deemed to extend the term of this Agreement or any warranty contained herein.
  7. Specific Enforcement: Licensee acknowledges that violations of this Agreement by Licensee would cause serious harm to Shoreland, which harm could not be fully measured or compensated by money damages or any other remedy in law, and agrees that Shoreland shall be entitled to seek injunctive relief in the event of such violations.
  8. Limitation of Liability: It is understood that Shoreland is not engaged in the practice of medicine and that Licensee and/or its medical staff will at all times retain sole responsibility for the care, advice, and treatment given to Licensee's patients. Shoreland assumes no liability to such patients or any other persons with respect to the actions of Licensee or its medical staff or employees, and Licensee agrees to indemnify and hold Shoreland harmless from any and all liability and expense expended or incurred by Shoreland (including reasonable attorneys' fees) as a result of any claim by such patients or other parties in connection with this Agreement and/or the Publication.
  9. Arbitration: Any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in the City of Milwaukee, Wisconsin, in accordance with whatever procedures as are mutually agreed between Licensee and Shoreland or, if failing to so agree within ten (10) days after any party proposes any such procedures, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall be such person(s) as are mutually agreed upon between Licensee and Shoreland or, if failing to so agree within ten (10) days after either party proposes any such person(s), arbitrator(s) selected in accordance with the American Arbitration Association procedure for that purpose. There shall be only one (1) arbitrator, except that, in controversies or claims involving more than Twenty-Five Thousand Dollars ($25,000.00), a party may elect to have three (3) arbitrators in its notice of intention to arbitrate or answering statement. The arbitrator(s) shall award attorneys' fees, arbitration costs and/or other expenses to a prevailing party in such proceedings if the arbitrator(s) determine that an opposing party was not acting in good faith or was acting without substantial justification. Otherwise, the costs of the arbitrator(s) shall be borne equally by Licensee and Shoreland and each party shall pay its own legal and other fees and expenses in connection with such arbitration. The award rendered by the arbitrator(s) shall be final and binding on Licensee and Shoreland and may be entered and enforced by any court of competent jurisdiction. In the event that either Licensee or Shoreland fails to cooperate with arbitration proceedings instituted pursuant to this Section, the cooperating party shall be entitled to recover reasonable attorneys' fees and expenses in connection with enforcing its rights under this Section, in addition to such other legal and/or equitable relief as may be appropriate.
  10. Warranties and Disclaimers:
    1. Publication content is derived from information provided by a wide variety of sources and may be inaccurate or incomplete for numerous reasons including, without limitation, the inability or failure of such sources to convey information quickly, accurately, and comprehensively and the failure of individual countries to disclose completely or accurately the extent and nature of health risks within their borders and/or health-related requirements. Such content can therefore provide only an indication of the travel and health risks an individual may face in any given country, and there is no guarantee that all risks or health-related requirements have been identified. Accordingly, Licensee should view the Publication and the content therein as Shoreland's passing along, on an "as is" basis, such information as is publicly available. For these reasons, Shoreland EXPRESSLY MAKES NO WARRANTY OR GUARANTEE WHATSOEVER REGARDING SUCH PUBLICATION CONTENT.
    2. SHORELAND DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, THAT THE PUBLICATION, OR INFORMATION OR CONTENT CONTAINED THEREIN, IS MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE.
  11. Entire Agreement and Changes:
    1. This Agreement constitutes the entire agreement of the parties and supersedes all prior or contemporaneous communications, representations and agreements, either oral or written, between them. No representations or statements of any kind made by any employee, representative or other agent of the parties which are not stated herein shall be binding on the parties hereto.
    2. No purchase order or other communication submitted by Licensee or otherwise provided to Shoreland can effect any change in the terms set forth in this agreement.
    3. This Agreement may be amended or modified only by a written instrument, excluding email communications, issued by an authorized Shoreland employee. Shoreland sales and customer service representatives are not authorized to propose or accept amendments or modifications to this agreement.
    4. Shoreland may change the terms of this agreement at its sole discretion. Use of the Publication is subject to the most current version of the agreement at the time of such use.
  12. General:
    1. No consent by either party to, or waiver of, a breach of this Agreement by the other party, whether express or implied, shall constitute a consent to, waiver of, or excuse for any different or subsequent breach by the other party, and all such consents and waivers must be in writing in order to be effective.
    2. Any notice required to be given under this Agreement shall be in writing and shall be deemed to have been given if served personally, or if sent by first class or certified mail, postage prepaid, or by email, to the parties at their respective addresses.
    3. If any provision of this Agreement is found to be illegal or unenforceable, then, notwithstanding such finding, this Agreement shall remain in full force and effect and such provision shall be deemed stricken.
    4. The headings in this Agreement are for convenience only and shall not be used to alter or limit the interpretation of any provision hereof.
  13. Assignment: No rights under this Agreement may be assigned by Licensee without the express written consent of Shoreland.
  14. Construction: This Agreement shall be subject to, and construed and enforced in accordance with the internal laws of the State of Wisconsin.