HDD Access Content Download License

Terms and Conditions of Use Applicable to You only if You ARE a U.S. Government User

IF YOU ARE A “U.S. GOVERNMENT USER” AS DEFINED IN PARAGRAPH 1.15, THIS LICENSE CONTAINS SPECIALLY NEGOTIATED TERMS AND CONDITIONS APPLICABLE TO YOUR USE OF THE CORE HDD CONTENT AND DOCUMENTATION AS AGREED TO UNDER A SEPARATE LICENSE AGREEMENT EXECUTED BY A CONTRACTING OFFICER. EXCEPT WHERE EXPRESSLY NOTED OTHERWISE, ALL OF THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOUR USE OF THE CORE HDD CONTENT AND DOCUMENTATION, AND BY YOUR USE YOU ACKNOWLEDGE THAT YOU WILL ABIDE BY THESE TERMS AND CONDITIONS.

Terms and Conditions of Use Applicable to You only if You are NOT a U.S. Government User

IF YOU ARE NOT A “U.S. GOVERNMENT USER” AS DEFINED IN PARAGRAPH 1.15, THEN PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY. EXCEPT WHERE EXPRESSLY NOTED OTHERWISE, ALL OF THESE TERMS AND CONDITIONS GOVERN YOUR ACCESS, DOWNLOAD AND/OR USE OF THE CORE HDD CONTENT AND DOCUMENTATION THAT IS ACCESSIBLE FROM THIS SITE, WHICH IS AVAILABLE FOR YOUR ACCESS AND USE ONLY ON THE CONDITION THAT YOU AGREE TO THESE TERMS AND CONDITIONS. BY SELECTING THE “ACCEPT” BUTTON BELOW, YOU, IN YOUR INDIVIDUAL CAPACITY, AND YOUR EMPLOYER OR PRINCIPAL (IF YOU ARE ACCESSING THE CORE HDD CONTENT AND/OR DOCUMENTATION ON THEIR BEHALF) AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, SELECT THE “DECLINE” BUTTON BELOW.

1. Definitions. As used in these Terms and Conditions:

1.1 The term “Agreement” means these Terms and Conditions of Use.

1.2 The term “HDD Custodial Agent” initially means 3M Company, together with its subsidiary 3M Health Information Systems, Inc. (collectively “3M”) and also includes any subsequent or successor entity that is appointed to maintain the Core HDD Content. For purposes of Sections 2, 9, 10, 16 and (if You are a Distributor) Appendix I, Section 6, the term “HDD Custodial Agent” is intended to refer to the then current and any former HDD Custodial Agent.

1.3 If Your ARE a U.S. Government User as defined in paragraph 1.15 below, the term “You,” “Your,” or “Yourself” means you in your individual capacity. If you are accessing the Core HDD Content on behalf of a U.S. Government Contractor, then “You” means your employer or principal, and you represent and warrant that you are authorized to bind your employer or principal to these Terms and Conditions. You are an “End User” if You use the Core HDD Content and/or Documentation for, or on behalf of, the U.S. Government.

1.4 If You ARE NOT a U.S. Government User, the term “You” means you in your individual capacity. If you are accessing the Core HDD Content and/or Documentation on behalf of your employer or principal, then “You” means your employer or principal, and you represent and warrant that you are authorized to bind your employer or principal to these Terms and Conditions, or that your employer or principal has separately agreed to these Terms and Conditions.

• You are an “End User” if You use the Core HDD Content for Yourself, or Your employer or principal, and not for further distribution.

• You are a “Distributor” if You integrate the Core HDD Content and a software application to create an Open HDD and distribute the Open HDD to any third party.

• If You are both an End User and a Distributor, then the provisions of this Agreement applicable to End Users will apply to You when You are acting as an End User, and the provisions of this Agreement applicable to Distributors will apply to You when you are acting as a Distributor.

1.5 The term “HDD Content” means and includes content that is owned by 3M including, but not limited to, nomenclature; alpha, numeric or alphanumeric codes; concepts; descriptions; identifiers; hierarchical and non-hierarchical relationships; tables and/or other mapped relationships between and among the foregoing, together with any Updates thereto. For purposes of clarity and example, the Numeric Concept Identifier (NCID) codes, Rsform¬_Ids and the data rows in the Rsform table, and the context and relationship rows in the Rsform Context and Concept Relation tables respectively all constitute HDD Content. The HDD Content does not include any Third Party Content.

1.6 The term “Core HDD Content” means only that HDD Content which has been initially obtained directly from the HDD Custodial Agent and which neither You nor any third party has changed, translated, or otherwise altered or modified.

1.7 The term “Documentation” means and includes any document made available by the HDD Custodial Agent (including, but not limited to, a user manual, guide or instructions), in hard-copy or digital format, that relates or pertains to the Core HDD Content, together with any Updates thereto.

1.8 The term “Third Party Content” means content that is or may be owned by a third party other than the current or former HDD Custodial Agent.

1.9 The term “Local Extension” means an addition to the Core HDD Content that You make as an End User for Your own or for U.S. Government Use without otherwise modifying, changing, translating or altering the Core HDD Content.

1.10 The term “Open HDD” means a software application that You (or a third party acting on your behalf) create by integrating the Core HDD Content with such application.

1.11 The term “End User License Agreement” means, if You are a Distributor, the license agreement that You (or Your lower-tier Distributors) enter into pursuant to Section 4.2.5.

1.12 The term “Submission” means any comment, statement, edit, feedback, suggestion, idea, concept, link or other information (including, for example, Local Extensions) regarding the Core HDD Content and/or Documentation that you submit to the HDD Custodial Agent.

1.13 The term “Update” means any enhancement or modification to the Core HDD Content or Documentation made by the HDD Custodial Agent that the HDD Custodial Agent makes available to You.

1.14 The term “U.S. Government” means the federal government of the United States including, but not limited to, any agency in the Executive Branch of the U.S. Government, including without limitation, the executive departments, military departments, any independent establishment of an executive agency, any wholly owned corporation of an agency in the Executive Branch, and (b) any independent establishment in the Legislative or Judicial Branch of the U.S. Government.

1.15 The term “U.S. Government User” means any person employed or otherwise retained to provide supplies or services to the U.S. Government or to a U.S. Government Contractor.

1.16 The term “U.S. Government Contract” means and includes, but is not limited to, any procurement contract, grant, cooperative agreement, “other transaction” agreement, healthcare arrangement (with healthcare institutions or providers) or cooperative research and development agreement (CRADA), delivery order, task order, or material transfer agreement, entered into by (a) the U.S. Government under which a U.S. Government Contractor will furnish supplies or services to the U.S. Government, (b) a U.S. Government Contractor and Subcontractor under which the Subcontractor will furnish supplies and/or services to the U.S. Government Contractor for performance of its U.S. Government Contract, or (c) a Subcontractor and a lower-tier Subcontractor, regardless of tier, under which the lower-tier Subcontractor will furnish supplies and/or services to a higher-tier Subcontractor for performance of its higher-tier Subcontract.

1.17 The term “U.S. Government Contractor” means any contractor, supplier, and vendor or firm that has been awarded a U.S. Government Contract by the U.S. Government, or an offeror for a U.S. Government Contract (and includes subcontractors (“Subcontractors”) regardless of tier), but only when, and to the extent that, the HDD Content and/or Documentation is or will be solely and exclusively used for U.S. Government Use. Any non-U.S. Government Use or commercial use of the HDD Content and/or Documentation is subject to the non-U.S. Government provisions of these Terms and Conditions.

1.18 The term “U.S. Government Use” means the use (and, where necessary, the reproduction, release, performance, display, or disclosure, but not the change, alteration, translation or modification unless and until approved pursuant to Section 4.1.4) of the Core HDD Content and/or Documentation as part of any healthcare-related activity in which the U.S. Government is a party, including cooperative agreements with international or multi-national defense organizations or sales or transfers by the U.S. Government to foreign governments or international organizations. The term U.S. Government Use also includes competitive and non-competitive U.S. Government Contracts, ,task orders, delivery orders, or other transactions, , but does not include use of the Core HDD Content and/or Documentation for non-U.S. Government Use or for commercial purposes.

2. WARNING—Except for permissible Local Extensions as set forth below, to protect the integrity of the Core HDD Content, You are strictly prohibited from changing, altering, translating or otherwise modifying the Core HDD Content or Documentation in any way, in whole or in part. ANY CHANGE, ALTERATION, TRANSLATION, OR OTHER MODIFICATION OF THE CORE HDD CONTENT OR DOCUMENTATION, OR ANY ELEMENT THEREOF, MAY RESULT IN DEATH OR SERIOUS INJURY.

YOU AGREE THAT YOU HAVE SOLE AND EXCLUSIVE RESPONSIBILITY FOR ANY MEDICAL DECISIONS OR ACTIONS WITH RESPECT TO A PATIENT’S MEDICAL CARE AND FOR DETERMINING THE ACCURACY, COMPLETENESS, OR APPROPRIATENESS OF ANY INFORMATION PROVIDED BY OR THROUGH THE CORE HDD CONTENT AND/OR ANY OPEN HDD. YOU UNDERSTAND AND AGREE THAT THE CORE HDD CONTENT, IN WHOLE OR IN PART, AND/OR ANY OPEN HDD IS NOT INTENTED TO ELIMINATE, REPLACE OR SUBSTITUTE FOR THE HEALTH CARE PROVIDER’S ANALYSIS OF THE PATIENT’S CONDITION AND JUDGMENT AS TO THE NATURE AND AMOUNT OF CARE.

3. 3M owns, and shall continue to own, all world-wide right, title and interest, including all intellectual property rights, in and to the Core HDD Content and Documentation that is made accessible from this site. 3M makes no claim of ownership to any Third Party Content or to any Local Extensions submitted to the Custodial Agent.

4. RIGHTS OF USE

4.1 Use of the Core HDD Content by U.S. Government Users, The following terms and conditions are applicable to You if You are a U.S. Government User. By clicking the Accept button at the end of this Agreement, You acknowledge that You will use the Core HDD Content and/or Documentation for U.S. Government Use in accordance with these terms:

4.1.1. You may integrate the Core HDD Content with other computer software applications to create an Open HDD, and reproduce and use the Open HDD for U.S. Government Use;

4.1.2. You may reproduce the Documentation in whole or in part, and/or include the Documentation, in whole or in part, in other works that You create for U.S. Government Use; provided that, in doing so, You do not render the Documentation incomplete, inaccurate or misleading.

4.1.3. You shall keep intact all 3M copyright or other notices that are included in the Core HDD Content and/or Documentation.

4.1.4. You may use the Core HDD Content and/or Documentation to create a derivative work as defined under applicable copyright law for U.S. Government Use; provided that You maintain the integrity of the Core HDD Content by not making any change, alteration, translation or other modification of the Core HDD Content that You use to create the derivative work without the approval from the U.S. Government official responsible for configuration control and the coordination of such derivative works with the HDD Custodial Agent in accordance with a written protocol established between the Government and the HDD Custodial Agent. Provided further that you notify the HDD Custodial Agent of the derivative work and provide a copies and documentation of the derivative work as requested. The HDD Custodial Agent is currently 3M, and can be contacted at Gerald Jennings, 703-824-7783, This email address is being protected from spambots. You need JavaScript enabled to view it.. You may also create and use Local Extensions of the Core HDD Content as described in the Documentation. If You believe that the Local Extension(s) that You have created may have utility for other users, You may submit the Local Extension to the HDD Custodial Agent as a Submission pursuant to Section 6 below.

4.1.5. The foregoing rights of use also extend to You and Your employees provided that they use the Core HDD Content and Documentation for U.S. Government Use in a manner that is consistent with these Terms and Conditions, including 4.1.6 below and are under Your control, or that such use is on behalf of the U.S. Government for U.S. Government Use. Provided further that You are using the Core HDD Content and Documentation as set forth herein, and that you are not knowingly contributing to any misuse of the HDD Core Content and/or Documentation by others, 3M will not seek to hold any individual associated with such use personally liable for such individual’s breach of this Agreement.

4.1.6. You may authorize any U.S. Government Contractor (including, but not limited to, healthcare institutions and providers of medical services), to use the Core HDD Content and Documentation for U.S. Government Use provided that any such use of the Core HDD Content and Documentation is in compliance with the provisions of this Agreement that are applicable to a U.S. Government User and that such User has clicked the Accept button at the end of this Agreement. By making such authorization, you are not expressly or impliedly authorizing or consenting to any U.S. Government Contractor infringing the intellectual property rights of 3M or of any other party.

4.2. Use of the Core HDD Content if You are NOT a U.S. Government User. The following terms and conditions are applicable to You if You are NOT a U.S. Government User covered by Section 4.1 above. If You are an End User and/or Distributor, by clicking the Accept button at the end of this Agreement, the HDD Custodial Agent grants You permission, without payment of license fees or royalties, to download the Core HDD Content and Documentation, and to use (and, where necessary, to reproduce, release, perform, display, or disclose but not to modify) the Core HDD Content and Documentation in the following manner for any lawful purpose that is not otherwise prohibited by this Agreement:

4.2.1. You may integrate the Core HDD Content with other computer software applications to create an Open HDD, and reproduce and use the Open HDD within Your organization and/or distribute and support the Open HDD to other End Users either directly or through other Distributors;

4.2.2. You may reproduce the Documentation in whole or in part, and/or include the Documentation, in whole or in part, in other works that You create for use within Your organization and/or for distribution to other End Users either directly or through other Distributors; provided that, in doing so, You do not render the Documentation incomplete, inaccurate or misleading.

4.2.3. You shall keep intact all 3M copyright or other notices that are included in the Core HDD Content and/or Documentation.

4.2.4. You may use the Core HDD Content to create a derivative work as defined under applicable copyright law; provided that You maintain the integrity of the Core HDD Content by not making any change, alteration, translation or other modification of the Core HDD Content that You use to create the derivative work. You may also create and use Local Extensions of the Core HDD Content as described in the Documentation. If You believe that the Local Extension(s) that You have created may have utility for other users, You may submit the Local Extension to the HDD Custodial Agent as a Submission pursuant to Section 6 below.

4.2.5. Before distributing any Open HDD that you create to any other End User, You (or your lower tier Distributors) must require the End User to enter into an End User License Agreement that: (i) is no less protective of the HDD Custodial Agent’s rights and interests than such End User License Agreement is to the rights and interests that You have in Your own products, and (ii) includes the provisions found in Appendix 1.

5. YOU UNDERSTAND AND AGREE THAT THE HDD CUSTODIAL AGENT SHALL BE THE SOLE SOURCE OF AVAILABILITY FOR THE CORE HDD CONTENT. ACCORDINGLY, WHILE YOU MAY DISTRIBUTE THE CORE HDD CONTENT TO THIRD PARTIES AS PART OF AN OPEN HDD, UNDER NO CIRCUMSTANCES ARE YOU GRANTED ANY RIGHT, LICENSE OR PERMISSION TO DISTRIBUTE ANY CORE HDD CONTENT, OR MAKE ANY CORE HDD CONTENT ACCESSIBLE TO ANY PERSON OR ENTITY OUTSIDE THE SCOPE OF THIS AGREEMENT, IN WHOLE OR IN PART ON A STAND-ALONE BASIS.

6. To the extent consistent with federal law and regulation, by making a Submission to HDD Custodial Agent, You represent and warrant that You have the right to grant to the HDD Custodial Agent, and you do grant to HDD Custodial Agent, an irrevocable, perpetual, non-exclusive, fully-paid, royalty-free, worldwide license to, in HDD Custodial Agent’s sole discretion, use, copy, perform, modify, adapt, publish, display, translate, and distribute said Submission and to prepare derivative works or, or incorporate the Submission into other works, including the Core HDD Content and/or Documentation, and to grant and authorize sublicenses (through multiple tiers) of the foregoing.

7. Your use of the Core HDD Content, Documentation and any Open HDD that You create shall be Your exclusive responsibility and liability, at Your own cost and expense. Nothing in this Agreement, or in the past practices of the parties, entitles You to receive, or obligates the HDD Custodial Agent to provide, any support or assistance of any kind or nature from the HDD Custodial Agent with respect to Your use of the Core HDD Content, Documentation and/or any Open HDD.

8. Except as provided in Sections 4.1.3 and 4.2,3, nothing in this Agreement grants You any right or license to use 3M’s company names, product names, trade names and trademarks (collectively, “3M Marks”), and You cannot use any 3M Mark in any manner without 3M’s prior written consent. Without limiting the foregoing, and for purposes of clarity only, You are specifically prohibited from directly or indirectly using or referencing a 3M Mark to claim, suggest or imply: (i) that 3M has reviewed or approved any use You have made of the Core HDD Content, Documentation or Open HDD, or (ii) that 3M endorses Your use of the Core HDD Content, Documentation, Your Open HDD, or any other of Your products or services. You shall not issue any press release, advertisement, promotional material or other communication using any 3M Mark without 3M’s prior written consent.

9. YOU UNDERSTAND AND AGREE THAT THE HDD CUSTODIAL AGENT IS PROVIDING THE CORE HDD CONTENT AND DOCUMENTATION TO YOU ON AN “AS IS” BASIS. YOU AGREE THAT YOU MUST EVALUATE, AND BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE CORE HDD CONTENT AND DOCUMENTATION, INCLUDING ANY RELIANCE ON THE PROVENANCE, OWNERSHIP, ACCURACY, COMPLETENESS OR RELIABILITY OF THE CORE HDD CONTENT. IN THIS REGARD, YOU ACKNOWLEDGE THAT YOU MAY NOT RELY ON ANY CORE HDD CONTENT MADE AVAILABLE ON THIS SITE WITHOUT YOUR OWN INDEPENDENT EVALUATION OF THE CORE HDD CONTENT AND DOCUMENTATION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (i) THE CUSTODIAL AGENT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THE CORE HDD CONTENT AND DOCUMENTATION, and (ii) YOU SHALL BE SOLELY LIABLE AND RESPONSIBLE FOR ANY USE YOU MAKE OF THE CORE HDD CONTENT, DOCUMENTATION AND/OR ANY OPEN HDD, AND THAT THE HDD CUSTODIAL AGENT SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR SUCH USE, OR FOR THE PERFORMANCE, MAINTENANCE, SUPPORT OR FUNCTIONALITY OF THE CORE HDD CONTENT, DOCUMENTATION AND/OR ANY OPEN HDD..

10. DISCLAIMER OF DAMAGES

10.1. THE HDD CUSTODIAL AGENT ASSUMES NO RESPONSIBILITY FOR ANY DAMAGES THAT YOU MAY SUFFER, OR THAT THIRD PARTIES MAY SUFFER CAUSED BY YOUR USE, OR INABILITY TO USE, THE CORE HDD CONTENT AND/OR DOCUMENTATION, THE HDD CUSTODIAL AGENT’S ACTS OR OMISSIONS IN MAKING THE CORE HDD CONTENT AND/OR DOCUMENTATION AVAILABLE TO YOU, OR YOUR OWN ERRORS AND/OR OMISSIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE HDD CUSTODIAL AGENT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS SHALL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES FOR ANY DAMAGE OR LOSS OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE ANY CORE HDD CONTENT AND/OR DOCUMENTATION OBTAINED FROM THE SITE, EVEN IF THE HDD CUSTODIAL AGENT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.

10.2. (This paragraph is NOT applicable to a U.S. Government User or to any state and local government to the extent such obligation is prohibited by its applicable law.) YOU SHALL DEFEND, INDEMNIFY AND HOLD THE HDD CUSTODIAL AGENT HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, COSTS AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF OR RELATED TO ANY USE THAT YOU MAKE OF THE CORE HDD CONTENT, DOCUMENTATION AND/OR OPEN HDD.

11. This Agreement is not intended to constitute or create a joint venture, partnership, or other formal business organization of any kind between the parties. Neither party shall have the power or authority to bind the other party with respect to any third party. Nothing in these Terms and Conditions, express or implied, shall confer on any person or entity other than the HDD Custodial Agent and You, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of these Terms and Conditions.

12. You shall not assign this Agreement without the HDD Custodial Agent’s prior, written consent, and any attempted assignment will be void.

13. The provisions of this Agreement are severable. In the event of a judicial determination that any particular provision of this Agreement is invalid or unenforceable, the other provisions shall continue in full force and effect, as far as possible, as if the invalidated or unenforceable provisions had not been part of the Agreement.

14. BREACH OF THIS AGREEMENT

14.1 If You ARE a U.S. Government User, the permissions granted to You above are in perpetuity; however, such permission shall be automatically and immediately revoked, without notice from the HDD Custodial Agent, in the event that the U.S. Government breaches any of these Terms and Conditions, and in the event that such revocation occurs You must immediately discontinue any further use of Core HDD Content and/or Documentation that You downloaded. Notwithstanding the foregoing, a breach of these Terms and Conditions by a U.S. Government Contractor shall not affect the permissions granted under this Agreement to the U.S. Government. Notwithstanding any revocation, You may continue to use all information retained in the memory of Your employees obtained from their review and use of Core HDD Content, Documentation, or Open HDD provided that all such use is, and continues to be, consistent with all terms and conditions of this Agreement which shall continue to survive any revocation for such purpose. If, for any reason, the Core HDD Content becomes unavailable from this site You shall have the continued permission to utilize the Core HDD Content for YOUR use as permitted by these Terms and Conditions for so long as You continue to abide by these Terms and Conditions.

14.2 If You are NOT a U.S. Government User, the permissions granted to You are in perpetuity; however, such permission shall be automatically and immediately revoked, without notice from the HDD Custodial Agent, in the event that You breach any of these Terms and Conditions, and in the event that such revocation occurs, You must immediately discontinue any further use of the Core HDD Content. Notwithstanding such revocation, You may continue to use all information retained in the memory of Your employees obtained from their review and use of Core HDD Content, Documentation, or Open HDD provided that all such use is, and continues to be, consistent with all terms and conditions of this Agreement which shall continue to survive any revocation for such purpose. If, for any reason, the Core HDD Content and/or Documentation becomes unavailable from this site You shall have the continued permission to utilize the Core HDD Content and/or Documentation as permitted by these Terms and Conditions for so long as You continue to abide by these Terms and Conditions.

15. Changes in the terms and conditions of this Agreement may be made only by written agreement of the parties.

16. DISPUTES

16.1 If you ARE a U.S. Government User other than a U.S. Government Contractor, this Agreement is subject to Federal law and regulations.

16.2 If You are NOT a U.S. Government User, or if You are a U.S. Government Contractor, the following provisions shall apply:

16.2.1 THIS SECTION PROVIDES FOR THE RESOLUTION OF MOST DISPUTES OR CLAIMS THROUGH ARBITRATION INSTEAD OF COURT TRIALS AND CLASS ACTIONS. YOU SHOULD READ THIS SECTION CAREFULLY; ARBITRATION IS FINAL, BINDING, AND SUBJECT TO ONLY VERY LIMITED REVIEW BY A COURT. THIS SECTION GOVERNING DISPUTES WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

16.2.2 YOU AND THE HDD CUSTODIAL AGENT AGREE TO ARBITRATE ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, YOU AND THE CUSTODIAL AGENT ACKNOWLEDGE THAT THIS AGREEMENT EVIDENCES A TRANSACTION IN INTERSTATE COMMERCE AND THAT THE FEDERAL ARBITRATION ACT WILL GOVERN THE INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION. TO INITIATE ARBITRATION, YOU OR THE HDD CUSTODIAL AGENT MUST FIRST SEND A WRITTEN NOTICE, VIA CERTIFIED MAIL, TO THE OTHER PARTY INDICATING AN INTENT TO ARBITRATE, WHICH WILL INCLUDE: (1) A DESCRIPTION OF THE FACTS; (2) A DESCRIPTION OF THE NATURE OF THE CLAIM; AND (3) THE RELIEF SOUGHT (“NOTICE TO ARBITRATE”). SEND NOTICE TO ARBITRATE TO THE HDD CUSTODIAL AGENT AT THE ADDRESS LISTED ON THIS SITE. BOTH PARTIES AGREE TO MAKE REASONABLE ATTEMPTS TO RESOLVE ANY SUCH DISPUTE; HOWEVER, IF THE PARTIES CANNOT RESOLVE THE DISPUTE WITHIN FORTY-FIVE (45) DAYS OF RECEIPT OF NOTICE TO ARBITRATE, THEN AN ARBITRATION CLAIM MAY COMMENCE. ANY ARBITRATION INITIATED UNDER THIS AGREEMENT WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS ARBITRATION RULES, AS MODIFIED BY THIS AGREEMENT. INFORMATION CONCERNING THE AAA, ITS ARBITRATION RULES, AND OTHER INFORMATION CONCERNING ARBITRATION PROCEDURES AND FEES CAN BE FOUND BY CALLING THE AAA AT 1-800-778-7879 OR VISITING ITS WEBSITE AT: http://www.adr.org.

16.2.3 ANY ARBITRATION WILL BE CONDUCTED BY A SINGLE NEUTRAL ARBITRATOR AND WILL TAKE PLACE IN ST. PAUL, MINNESOTA AND BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA, EXCLUDING ITS CONFLICTS OF LAWS PROVISIONS YOU AND THE HDD CUSTODIAL AGENT WILL COOPERATE IN GOOD FAITH TO SELECT THE ARBITRATOR WITHIN THIRTY (30) CALENDAR DAYS OF THE COMMENCEMENT OF ANY ARBITRATION PROCEEDING. IF YOU AND THE CUSTODIAL AGENT CANNOT AGREE UPON A NEUTRAL ARBITRATOR WITHIN THE THIRTY-DAY PERIOD, THEN EITHER PARTY MAY REQUEST THAT THE AAA APPOINT, IN ITS SOLE DISCRETION, A NEUTRAL ARBITRATOR. YOU AND THE HDD CUSTODIAL AGENT FURTHER AGREE THAT NO ARBITRATOR WILL HAVE THE AUTHORITY TO AWARD ANY RELIEF OR REMEDY IN EXCESS OF OR CONTRARY TO WHAT IS PROVIDED IN THIS AGREEMENT, EXCEPT WHERE SUCH PROVISION IS NOT PERMITTED UNDER APPLICABLE LAW. THE ARBITRATOR’S DECISION AND AWARD WILL BE FINAL AND BINDING, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED INTO IN ANY COURT HAVING JURISDICTION. THE LAW THAT IS APPLIED TO THIS AGREEMENT ALSO WILL BE APPLIED IN ANY ARBITRATION PROCEEDING. ALL ADMINISTRATIVE COSTS AND FEES OF THE ARBITRATION WILL BE BORNE EQUALLY BY YOU AND THE HDD CUSTODIAL AGENT. YOU AND THE HDD CUSTODIAL AGENT WILL EACH BEAR THE EXPENSES OF ITS OWN COUNSEL, EXPERTS, WITNESSES, AND THE PREPARATION AND PRESENTATION OF EVIDENCE IN CONNECTION WITH ANY ARBITRATION.

16.2.4 BY ENTERING INTO THIS AGREEMENT, YOU AND THE HDD CUSTODIAL AGENT ACKNOWLEDGE AND AGREE TO WAIVE CERTAIN RIGHTS TO LITIGATE DISPUTES IN COURT, TO RECEIVE A JURY TRIAL, OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. YOU AND THE HDD CUSTODIAL AGENT BOTH AGREE THAT ANY ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT A CONSOLIDATED, CLASS-WIDE, OR REPRESENTATIVE BASIS. THE ARBITRATOR MAY AWARD INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. IF FOR ANY REASON THE ARBITRATION CLAUSE SET FORTH IN THIS AGREEMENT IS DEEMED INAPPLICABLE OR INVALID, OR THE EXTENT THE ARBITRATION CLAUSE ALLOWS FOR LITIGATION OF DISPUTES IN COURT, YOU AND THE CUSTODIAL AGENT BOTH WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. THE PROCEDURES HEREIN ARE EXCLUSIVE; HOWEVER NOTHING HEREIN SHALL PRECLUDE A PARTY FROM TAKING ANY ACTION NECESSARY TO PRECLUDE IMMINENT AND IRREPARABLE HARM.

17. GOVERNING LAW

17.1 If You ARE a U.S. Government User other than a U.S. Government Contractor, these Terms and Conditions shall be governed by Federal law.

17.2 If You are NOT a U.S. Government User, or if You are a U.S. Government Contractor, these Terms and Conditions embody the entire understanding between the parties with respect to the subject matter hereof and supersedes any and all prior understandings, oral or written proposals and communications or other agreements, oral or written, relating thereto, and shall be governed by the laws of the State of Minnesota, excluding its conflicts of laws provisions. You may preserve these Terms and Conditions in written form by printing them for Your records. You waive any other requirement that these Terms and Conditions be evidenced in a written document or bear your physical signature.

17.2.1 If You are located or reside in a member state of the European Union, and You are not acting or dealing as a “consumer,” You waive, to the fullest extent permitted by applicable law, all notices, confirmations and acknowledgments applicable to contracting by electronic means that are, or may be required by EU Directive 2000/31/EC Articles 10(1)&(2) and 11(1)&(2) as implement in any applicable jurisdiction.

17.2.2 You agree that the controlling language for these Terms and Conditions is English.

(i) For Residents of Quebec: The parties declare that they have required that these Terms and Conditions, and all documents related thereto, either present or future, be drawn up in the English language only.

(ii) Les parties déclarent par les présentes qu’ils exigent que cette entente et tous les documents y afferents, soit pour le present ou l’avenir, soient rédigés en langue anglaise seulement.

18. Any Term or Condition that is held to be void, invalid, unenforceable or illegal by a court, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

19. These Terms and Conditions do not displace or take precedence over any contract or agreement between 3M and the United States Government. Any inconsistency between these Terms and Conditions and any such contract or agreement in any dispute where the United States is a party will be resolved in favor of such contract or agreement.

If You agree to be bound by the above Terms and Conditions of Use, please click on the “Accept” button below. You should print and retain a copy of the Terms and Conditions for Your records. If you do not agree to be bound by the above Terms and Conditions, please click on the “Decline” button below

SUB-APPENDIX 1

LICENSE REQUIREMENTS

[Note 1: Appendix 1 is applicable to You only if You are NOT a U.S. Government User. NOT applicable to the U.S. Government.]

[Note 2: If You are a Distributor, these are MINIMUM terms that the HDD Custodial Agent requires You to include in Your End User License Agreement as a condition of exercising the license granted in Section 4.2 of the Agreement. These terms are not intended to be all-encompassing. In drafting the applicable Agreements, You, upon advice from Your own legal counsel, may desire to include Yourself within the scope of these provisions and/or include additional terms which are not inconsistent with these provisions.]

The End User License Agreement must:

1. Include the WARNING set forth in Section 2 of the Agreement;

2. State that the End User’s right to use the Core HDD Content is non-exclusive;

3. State that 3M retains all right, title and interest in and to the Core HDD Content;

4. State that the End User is prohibited from: (i) making any changes, alterations, translations or other modifications to the Core HDD Content, (ii) removing any copyright or other proprietary rights notices; (iii) making copies of the Core HDD Content except as authorized by the End User License Agreement;

5. Include warranties, if any, that do not exceed the warranties made to You in the Agreement, and include disclaimers of warranties and limitations of liability that are consistent with those of the Agreement;

6. STATE THAT THE END USER SHALL HAVE NO CLAIM AGAINST THE HDD CUSTODIAL AGENT FOR ANY ACTUAL OR ALLEGED DAMAGES ARISING OUT OF, BASED ON OR RELATING TO THE END USER’S USE OF THE CORE HDD CONTENT OR THE END USER LICENSE AGREEMENT WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR ANY OTHER LEGAL THEORY. THE END USER MUST ACNOWLEDGE AND AGREE THAT ITS SOLE RECOURSE PURSUANT TO THIS AGREEMENT SHALL LIE AGAINST YOU;

7. State that the End User License Agreement will be terminated in the event that: (i) the End User violates its terms and conditions and fails to cure such violation in a timely fashion, or (ii) the Agreement between the HDD Custodial Agent and You is terminated; and
8. State that the HDD Custodial Agent shall be a third party beneficiary of the End User License Agreement, and shall have the ability to enforce its terms as though it is a named party thereto.