Standard Specification for Total Ankle Replacement Prosthesis

ASTM License Agreement

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1. Ownership:
This Product is copyrighted, both as a compilation and as individual standards, articles and/or documents ("Documents") by ASTM ("ASTM"), 100 Barr Harbor Drive, West Conshohocken, PA 19428-2959 USA, except as may be explicitly noted in the text of the individual Documents. All rights reserved. You (Licensee) have no ownership or other rights in the ASTM Product or in the Documents. This is not a sale; all right, title and interest in the ASTM Product or Documents (in both electronic file and hard copy) belong to ASTM. You may not remove or obscure the copyright notice or other notice contained in the ASTM Product or Documents.

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C. Copyright Notice. All copies of material from an ASTM Product must bear proper copyright notice in ASTM's name, as shown in the initial page of each standard, article, file or material. Obscuring, deletion or modification of the copyright notice is not permitted. 

4. Detection of Prohibited Uses.

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5. Continued Access to Product.
ASTM reserves the right to terminate this License, upon written notice, if Licensee materially breaches the terms of this Agreement.  If Licensee fails to pay ASTM any license or subscription fees when due, ASTM will provide the Licensee with a 30-day period within which to cure such breach.  No cure period will be provided for material breaches relating to violations of Section 3 or any other breach likely to cause ASTM irreparable harm.  If Licensee's subscription to an ASTM Product terminates, further access to the online database will be denied. If Licensee or Authorized Users materially breach this License or make prohibited uses of material in any ASTM Product, ASTM reserves the right to deny Licensee any access to the ASTM Product, in ASTM's sole discretion. 

6. Delivery Formats and Service.

A. Some ASTM Products use standard Internet HTML format.  ASTM reserves the right to change such format upon three [3] months' notice to Licensee, although ASTM will make reasonable efforts to use commonly available formats.  The Licensee and the Authorized Users are responsible for obtaining at their expense suitable Internet connections, Web browsers, and licenses for any software necessary to view the ASTM Products.  

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7. Terms and Fees.

A. The term of this Agreement is _____________ ("Subscription Period"). Access to the Product is for the Subscription Period only. This Agreement will remain in effect thereafter for successive Subscription Periods so long as annual subscription fees, as such may change from time to time, are paid. Licensee and/or ASTM have the right to terminate this Agreement at the end of a Subscription Period by written notice given at least 30 days in advance.

B. Fees:

8. Verification.
ASTM has the right to verify compliance with this Agreement, at its expense, and at any time during the course of normal business hours. To do so, ASTM will engage an independent consultant, subject to a confidentiality agreement, to review Licensee's use of ASTM Product and/or Documents. Licensee agrees to permit access to its information and computer systems for this purpose. Verification will take place upon no less than 15 days notice, during normal business hours and in a manner that does not interfere unreasonably with Licensee's operations. If verification reveals unlicensed or prohibited use of the ASTM Products or Documents, Licensee agrees to reimburse ASTM for the costs incurred in verification and reimburse ASTM for any unlicensed/prohibited uses. By invoking this procedure, ASTM does not waive any of its rights to enforce this Agreement or to protect its intellectual property by any other means permitted by law. Licensee acknowledges and agrees that ASTM may imbed certain identifying or tracking information in the ASTM Products available on the Portal.

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Licensee must immediately notify ASTM of any known or suspected unauthorized use(s) of its password(s), or any known or suspected breach of security, including the loss, theft unauthorized disclosure of such password or any unauthorized access to or use of the ASTM Product. Licensee is solely responsible for maintaining the confidentiality of its password(s) and for ensuring the authorized access and use of the ASTM Product. Personal accounts/passwords may not be shared.

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Unless specified in this Agreement, all express or implied conditions, representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement are disclaimed, except to the extent that these disclaimers are held to be legally invalid.

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12. General.

A. Termination:
This Agreement is effective until terminated. Licensee may terminate this Agreement at any time by destroying all copies (hard, digital or in any media)of the ASTM Documents and terminating all access to the ASTM Product.

B. Governing Law, Venue, and Jurisdiction:
This Agreement shall be interpreted and construed in accordance with the laws of the Commonwealth of Pennsylvania. Licensee agrees to submit to jurisdiction and venue in the state and federal courts of Pennsylvania for any dispute which may arise under this Agreement. Licensee also agrees to waive any claim of immunity it may possess.

C. Integration:
This Agreement is the entire agreement between Licensee and ASTM relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.

D. Assignment:
Licensee may not assign or transfer its rights under this Agreement without the prior written permission of ASTM.

E. Taxes.
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