Scroll down to agree to the Terms & Conditions of the licence agreement for the EFS-AC.
EDMONTON FRAIL SCALE – ACUTE CARE LICENSE AGREEMENT
For clinical use and/or patient care purposes (free)
This license agreement (“Agreement”) is by and between The Governors of the University of Alberta (“University”) and the You (“Licensee”), each a party and together the parties.
By Clicking “I Agree”, the Licensee agrees to the following terms and conditions:
1. DEFINITIONS
“Licensed Work” shall mean the Edmonton Frail Scale – Acute Care tool developed by Dr. Darryl Rolfson to measure frailty based on the original bedside version of the Edmonton Frail Scale and assigned to the University; as well as all accompanying documentation and translations.
“Permitted Purpose” shall mean the use of the Licensed Work solely by the Licensee for clinical use and/or patient care purposes.
2. GRANT OF LICENSE
Subject to the terms and conditions of this Agreement and effective as of the date the Licensee agrees to this Agreement (“Effective Date”), University hereby grants to Licensee and Licensee hereby accepts a non-exclusive license until Dec 31, 2020 to use the Licensed Work for the Permitted Purpose.
3. PROHIBITED USES
Licensee must not make any other use of the Licensed Work except as provided for in this Agreement or in a separate license agreement with University. In particular, but without limitation, Licensee must not: (1) Modify, translate, adapt or create any other derivative work of the Licensed Work, including creating electronic versions of the Licensed Work; (2) Sell, sublicense, rent, loan, transfer or otherwise distribute the Licensed Work to any other person other than as required in connection with the Permitted Purpose; (3) Publicly perform or display the Licensed Work or any part of the Licensed Work, except for the administration of the Licensed Work, in connection with the Permitted Purpose; or (4) Remove or obscure any copyright, trademark or other proprietary notices contained in or associated with the Licensed Work.
4. ACKNOWLEDGMENT OF COPYRIGHT
Licensee acknowledges that the Licensed Work is protected by copyright and other intellectual property rights. Licensee acknowledges that University owns all rights in the Licensed Work.
5. PUBLICATION
Licensee may publish articles based on data obtained using the Licensed Work provided that Licensee does not publish any part of the Licensed Work. All publications shall include the following notice: The Edmonton Frail Scale – Acute Care © 2020 was created by Dr. Darryl Rolfson and used here under license from the University of Alberta. Based on the original Edmonton Frail Scale – Bedside Version presented at the Canadian Geriatric Society Annual Scientific Meeting, later published in abbreviated format in Rolfson DB et al., Validity and reliability of the Edmonton Frail Scale, Age and Ageing 2006; 35(5):526-529. doi:10.1093/ageing/afl041”.
6. CONFIDENTIALITY
Licensee acknowledges that the terms negotiated in this Agreement are relevant to this Agreement only and will not be considered as a template or precedent for any future agreements. Except as required by law, neither party will disclose the terms of this Agreement to any third party without the prior written consent of the other party. Neither party will use the name of the other party in any publicity, advertising or announcement without the prior written approval of the other party.
7. TRANSLATIONS
7.1 Licensee may use the Licensed Work in any of the languages available from University.
7.2 Licensee may have the Licensed Work translated and linguistically validated in connection with the Permitted Purpose, into languages other than those available from University, only upon written consent from the University.
7.3 Licensee will be responsible for all fees related to the translation process and acknowledges that the University will retain sole rights and ownership in and to the translation. Licensee will ensure that all such rights are assigned to the University.
8. DISCLAIMER OF WARRANTIES
The Licensed Work is provided as a support tool only. It has not been validated and is not intended as a substitute for the guidance or care of a health professional. Except for the representations and warranties expressly set forth herein, University disclaims all other warranties, expressed or implied. In particular, but without limitation, the Licensed Work is provided by University WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EITHER EXPRESSED OR IMPLIED.
9. INDEMNITY AND LIMITATION OF LIABILITY
9.1 In no event will University be liable for any losses, costs, claims, damages or liability of any kind whatsoever which may arise from Licensee’s use of the Licensed Work, including all translations and/or electronic conversions, or this Agreement.
9.2 Licensee will indemnify, defend and hold harmless University, its directors, officers, employees, agents and affiliates from and against any liability, loss, costs, damages or expenses of any kind (including, but not limited to, reasonable legal, expert and consultant fees) causes of action, actions, claims, demands, lawsuits or other proceedings, (collectively, “Claims”) arising directly or indirectly from any use of the Licensed Work and all related translations and/or electronic conversions used by Licensee or otherwise attributable to this Agreement.
10. INSURANCE
Licensee shall maintain liability insurance sufficient to cover its potential liabilities hereunder.
11. TERMINATION
11.1 This Agreement commences on the Effective Date and remains in effect until December 31, 2020. University may terminate this Agreement at any time with thirty (30) days notice to Licensee.
11.2 University or Licensee may terminate this Agreement for a material breach of this Agreement, provided that the breaching party fails to cure such material breach within sixty (60) days after receipt of written notice specifying such material breach.
11.3 In the event that a party becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy, or ceases or threatens to cease to carry on the whole or any relevant part of its business or trade (hereafter an “Insolvent Party”), the other party may terminate this Agreement effective upon delivery of a written notice to the Insolvent Party; provided that Licensee's payment obligations under Article 3 shall survive termination.
11.4 Notwithstanding the termination or expiration of this Agreement, the rights and obligations in Articles 3, 4, 5, 6, 8, 9, 10, and 11 will survive and continue to bind the parties and each of their successors and assigns.
12. GENERAL PROVISIONS
12.1 Assignment and Subcontracting
Neither party shall sublicense or assign this Agreement to any third party without receiving prior written permission from the other party, provided that a party shall be entitled to assign its rights and obligations hereunder in connection with the sale of all, or substantially all, of its business related to the Permitted Purpose or its obligations under this Agreement.
12.2 Entire Agreement
This Agreement contains the entire agreement between the parties with regard to the Licensed Work and supersedes all prior oral or written communications or understandings between the parties. No amendments to this Agreement shall be valid or enforceable unless in writing and signed by all parties.
12.3 Severability
If any provision of this Agreement is wholly or partially invalid, illegal or unenforceable for any reason, all other provisions will continue in full force and effect.
12.4 Binding Effect
This Agreement enures to the benefit of and is binding upon the parties and their respective successors, executors, administrators or other legal representatives and permitted assigns.
12.5 Notices
All notices to be given under this Agreement by one party to the other shall be in writing and shall be delivered in one of the following formats: electronically, by prepaid courier, by registered prepaid mail or by hand. Such notices are deemed received after verification of such receipt or five (5) days, whichever is lesser.
12.6 No Waiver
Failure of a party to enforce its rights on one occasion will not result in a waiver of those rights on any other occasion.
Agree to the above Terms & Conditions to download the EFS-AC