Rehab Essentials Online Delivery of Defined Educational Content

IMPORTANT READ CAREFULLY: This End User License Agreement (the "Agreement"), is between "You" (the user of the Online DeliverY of Defined Educational Content if purchased on an individual basis); or by an entity purchasing licenses on behalf of its constituents and "Rehab Essentials, Inc".  In the event this license is purchased by a company on behalf of its employees, or a university on behalf of its faculty and students, the person agreeing to the terms and conditions set forth herein represents that they are authorized to bind the company or university, and that such company or university is liable for the acts and omissions of all of its employees or faculty and students, respectively. You agree that use of the Online Streaming of Defined Educational Content in any regards constitutes agreement to all terms listed herein. By agreeing to these terms, you are also agreeing to Rehab Essentials, Inc’s Privacy Policy.

You understand that Rehab Essentials, Inc can change the general terms of service, separate Buyer and Seller terms, and/or the privacy policy by posting changes to the website at https://store.rehabessentials.com/Policy/termsOfUsePolicy. Your ongoing use of the Rehab Essentials Online Delivery of Defined Educational Content indicates that you accept any changes to these terms.

BY ACCESSING THE ONLINE DELIVERY OF DEFINED EDUCATIONAL CONTENT, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND CREATE A BINDING CONTRACT BETWEEN YOU AND REHAB ESSENTIALS INC.

DEFINITIONS.  The following definitions and/or terms shall only apply if the requisite products are expressly purchased and licensed via Rehab Essentials LMS checkout.

“Defined Educational Content” refers to the technology, content, intellectual property, and other proprietary rights contained within each on-line course that Rehab Essentials delivers.

 “Continuing Education Course (CEU)” refers to a course of defined educational content that is available for on-line streaming, meets criteria for continuing competency for rehabilitation professionals, and is part of Rehab Essentials CEU Course Catalogue.  License fees are established based on number of credits, are published in the CEU Course Catalogue, and are subject to change.  The license term for each CEU is 90 days from date of purchase.  All course work must be completed within 90 days.  Access to the defined educational content expires thereafter.  Rehab Essentials will provide you with a certificate of completion and approved CEU credits at the completion of course for courses that are co-sponsored with the American Physical Therapy Association.  Otherwise, you may submit the course outline, learning objectives, assessment methodology, and references to your state credentialing authority for CEU approval.

“Single Course License” refers to a course of defined educational content that is available for on-line streaming and is being used within an entry-level or post-graduate training program (e.g., residency program or hospital credentialing program).  License fees are established based on number of contact hours contained within the course and covers 11 user log-ins.  Additional user log-ins can be purchased. License fees are published in the Course Catalogue and are subject to change.  The license term for each Single Course License is 6 months from date of purchase.  Access to the defined educational content expires thereafter.  Rehab Essentials will provide you “the administrator or faculty” with access to on-line lectures, a bank of exam questions, and invitations to online office hours with the content experts of each course.  Student end-users assigned to the course cohort will have access to the on-line lectures for a period of 6 months from date of purchase.

“Bundled Module License” refers to a bundle of at least 3 courses of defined educational content that is available for on-line streaming and is being used within an entry-level or post-graduate training program (e.g., residency program or hospital credentialing program).  License fees are established based on number of contact hours contained within the course and covers 11 user log-ins.  Additional user log-ins can be purchased.  License fees are published in the Course Catalogue, and are subject to change.  The license term for the courses contained within the bundled module license is 4 years from date of purchase, and is applicable to a single cohort of student end-users.  Additional bundled modules must be purchased for each subsequent cohort of student end-users.  Access to the defined educational content expires thereafter.  At no time may a license for one bundled module be used across multiple cohorts of student end-users.  Rehab Essentials will provide you, “the faculty”, with access to on-line lectures, a bank of exam questions, invitations to online office hours with the content experts of each course, and access to best practices tips and learning modules for e-learning design, information retrieval, and flipped classroom implementation.  Student end-users assigned to the bundled module cohort will have access to the on-line lectures for a period of 4 years from date of purchase.

“Continuing Education University Partnership Program (CEUPP)” refers to a subscription program that allows colleges and universities to receive volume discounts when purchasing virtual seats (vouchers) in Rehab Essentials’ catalogue of continuing education courses.  Subscriptions are annual and rolling.  CEUPP partners have 365 days from the date of purchase to distribute their vouchers.  There are three subscription plans available to colleges and universities.   The Silver Plan provides university partners with 20 vouchers; the Gold Plan provides university partners with 40 vouchers; and the Platinum Plan provides university partners with 60 vouchers.  Colleges and universities participating in the CEUPP are granted the following rights:

  • To disseminate the Rehab Essentials Continuing Education Course Catalogue, which may be white-labeled as follows:  “Continuing Education offered by <your institution>, and powered by Rehab Essentials”.
  • To distribute vouchers to clinical educators supporting their institution.
  • All vouchers associated with a subscription plan must be distributed within one year of purchase.  No refunds will be given for voucher codes that are not redeemed.
  • Once activated, courses must be completed within 90 days.  After 90 days access to the course expires.

Rehab Essentials agrees to the following for all CEUPP subscription purchasers.

  • Provide one free virtual seat within any course within RE’s online continuing education course offerings each coupon code purchased by the CEUPP partner.
  • Subscriptions are purchased under a “use it or lose it” agreement.  All codes must be distributed within the subscription year.  Any unused vouchers will expire at the end of the subscription term, and are non-refundable.

CEUs:  For any course that is co-sponsored with the APTA, students will receive a CEU certificate from Rehab Essentials.  For all other courses, CEUs may be obtained through self-submission to the state CEU monitoring body.  Otherwise, you may submit the course outline, learning objectives, assessment methodology, and references to your state credentialing authority for CEU approval.

“Alumni Legacy Program” refers to an annual subscription program that provides Rehab Essentials end users unlimited access to online educational content that they have previously completed as a student within the University of Montana tDPT program.  The subscription fee is annual, and the term is for 365 days from date of purchase.  Thereafter the license auto-renews.  Alumni Legacy Program participants may choose to opt out at anytime, but no refunds will be given. The Alumni Legacy program entitles alumni end-users access to courses taken within their respective curriculum to include all current updates to online lectures and course materials; excluding exam and assignment materials. Legacy Program users are also entitled to access to all updates, upgrades, and additions to the courses that qualify for their Legacy Program library.

OWNERSHIP.  Rehab Essentials owns all right, title and interest in, or if applicable, licenses to, the Company Technology, and to all of its trademarks, service marks and other proprietary information.

THE COMPANY TECHNOLOGY.  The Company Technology includes all the source files, artwork, intellectual property and other components included in the Rehab Essentials Defined Educational Content, and is the copyrighted property of Rehab Essentials. Rehab Essentials and/or its licensors own all copyright, trade secret, patent and other proprietary rights in the Defined Educational Content. You may not: rent, loan, lease or sublicense externally all or any portion of the Defined Educational Content.

GRANT OF LICENSE; AUDIT; PROPRIETARY RIGHTS AND LIMITATIONS ON USE. Rehab Essentials grants you a non-exclusive, non-transferable license, without the right to sublicense to use the products and services selected and confirmed upon time of purchase to this agreement (the "Online Delivery of Defined Educational Content") and accompanying documentation in accordance with the following terms and conditions. The Defined Educational Content shall be used for the express purposes stated under Definitions in this Agreement.  You do not have the right to exchange or return the Defined Educational Content through the term of your license. Rehab Essentials reserves the right to refuse the license to any user.

If the Defined Educational Content is licensed by a company on behalf of its employees, or a university on behalf of its faculty and students, you shall ensure that only employees, faculty, or students expressly authorized shall access Rehab Essentials Defined Educational Content. You shall maintain records of all use and copying of the Rehab Essentials Defined Educational Content and assignment of all login identifications used to access the Rehab Essentials Defined Educational Content.  Rehab Essentials shall have the right to examine such records and to audit Your access to verify compliance with this agreement.


THIS LICENSE IS NOT A SALE. TITLE AND COPYRIGHTS TO THE Defined Educational Content, ACCOMPANYING DOCUMENTATION AND ANY COPY MADE BY YOU REMAIN WITH REHAB ESSENTIALS OR ITS LICENSORS, AS THE CASE MAY BE.

FEES.  The license fees associated with licensure of each product line listed under Section 1, DEFINITIONS are as listed in the store.rehabessentials.com, and are subject to change without notice.

TAXES. The license fees due to Rehab Essentials for the Defined Educational Content do not include taxes. You shall be responsible for payment of all applicable taxes, however designated or incurred, in connection with this agreement, including without limitation, state and local excise, sales, withholding and use taxes and any other applicable governmental assessments. If You fail to pay the applicable tax, then Rehab Essentials may pay such tax on Your behalf and seek reimbursement from You.

Relationship of the Parties.  Rehab essentials and You are independent contractors under the terms of this End User License Agreement (EULA), and neither party shall act as agent for or partner of the other party.  Nothing in this EULA constitutes, creates, gives effect to, or otherwise recognizes a joint venture, partnership, or formal business entity of any kind, and the rights and obligations of the parties are limited to those expressly set forth herein.  Nothing contained in this EULA shall be construed as providing for the sharing of profits or losses arising out of the efforts of either or both parties. 

  • Infringement.  Rehab Essentials will defend You against any third party claim, action, suit or proceeding alleging any infringement of the ownership rights of the Company Technology and indemnify You from and against any and all liability, damages, and costs incurred by the Licensee as a result of any such claim of infringement and any resulting judgment or settlement, provided (a) You have not made unauthorized modifications to the Company Technology, and (b) Your use of the Company Technology has been in accordance with the terms of this Agreement. The Company's obligations are conditioned upon You: (i) giving the prompt written notice of any such claim; (ii) granting control of the defense and settlement; and (iii) cooperating with the defense thereof.  In the event of infringement or a threat of a claim of infringement, Rehab Essentials, at its sole discretion, may elect to procure the right of continued use, replace or modify the affected technology so as to make it non-infringing or terminate this Agreement.  The foregoing is Your sole and exclusive remedy in the event of infringement or threatened infringement by the Company Technology.
  • Licensee’s Indemnification of Company. You will indemnify and defend Rehab Essentials from and against any and all liability, damages, and costs incurred by Rehab Essentials as a result any third-party claim, action, suit, proceeding (and any resulting judgment or settlement thereof) alleging any improper or unauthorized use or modification of the Company Technology by You.
  • Limitation of Liability.  Notwithstanding the foregoing, Rehab Essentials’ obligation to defend and indemnify You under Section 10. is limited to the total license fee amount that You have paid.
  • Limited Warranty.  Rehab Essentials makes no warranty of any kind or nature with respect to the Company Technology, including, without limitation, as to merchantability or fitness for any use or purpose, accuracy and/or non-infringement.

TERM AND TERMINATION. This license agreement is in effect for your lifetime. This license is non -transferrable and resides with you or your company or university.

  • Injunctive Relief.  You acknowledge that monetary damages may be an insufficient remedy for damages resulting from the unauthorized use of the Company Technology and that Rehab Essentials shall be entitled, without waiving or limiting any other rights or remedies, to obtain such injunctive or other equitable relief as may be deemed appropriate by a court of competent jurisdiction.  Nothing herein can be construed as prohibiting or limiting Rehab Essentials from pursuing any other available remedy for unauthorized use or disclosure or for breach or threatened breach of this Agreement.
  • Limitations of Liability.  You agree that Rehab Essentials and any of its employees and subcontractors are not experts in the field of any topic being delivered through the Company Technology and assume no responsibility for the content produced by Rehab Essentials or by any of its subcontractors.  IN NO EVENT WILL REHAB ESSENTIALS BE LIABLE FOR ANY LOST PROFITS, OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, THE USE OF THE COMPANY TECHNOLOGY OR PERFORMANCE OF THE OBLIGATIONS HEREUNDER, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  You agree that the Rehab Essentials aggregate liability hereunder arising out of contract, negligence, strict liability in tort or otherwise, shall not exceed the amounts paid and otherwise payable by You to Rehab Essentials hereunder.
  • Confidentiality.  At all times during the term of the EULA and at all times thereafter, each party shall keep confidential and not disclose, directly or indirectly, and shall not use for the benefit of itself or any other individual or entity any Confidential Information of the other party. "Confidential Information" means any trade secrets, “know how,” or confidential or proprietary information whether in written, oral or other form which is unique, confidential or proprietary to the disclosing party, and any other materials or information related to the business or activities of the disclosing party which are not generally known to others engaged in similar businesses or activities including, but not limited to, the Company Technology.
  • Miscellaneous.     This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.  No delay or failure by either party to exercise or enforce at any time any right or provision hereof will be considered a waiver thereof of such party's rights thereafter to exercise or enforce each and every right and provision hereof. No single waiver will constitute a continuing or subsequent waiver. No waiver, modification or amendment of any provision hereof will be effective unless it is in a signed writing by the parties.  You may not assign your rights or obligations hereunder without the prior written consent of Rehab Essentials.  Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and assigns of the parties.

Any claim for the threatened, alleged, or actual breach of this Agreement by either party (a “Dispute”), which cannot otherwise be resolved after good faith negotiations by the parties, shall first be referred for resolution to the parties’ respective executive management in writing. If the parties' executive management are unable to resolve the claim, controversy or other matter within thirty (30) calendar days of such referral including after due consideration of available alternate dispute resolution methods, then either party may file suit in a court of competent jurisdiction. Notwithstanding the above, either party may immediately seek injunctive relief in a court of competent jurisdiction against improper use, disclosure, or threatened improper use or disclosure of the Company Technology.

  • Governance.  This Agreement shall be governed and construed in all respects by the laws of the State of Maryland, without regard to principles of conflict of laws and without regards to UCITA. The parties agree that the exclusive jurisdiction and venue of any dispute amongst the parties brought by Licensee shall be entered in the state or federal courts within the State of Maryland, and exclusive jurisdiction and venue of any dispute amongst the parties brought by Company shall be entered in the state or federal courts within the State of New York. Each of the parties hereby submits to the exclusive jurisdiction and venue of such courts for purposes of any such action.

If any provision of this Agreement or the application thereof to any party or circumstance is held to be invalid, illegal, or unenforceable in any respect, that provision to that extent shall be severed from this Agreement (but, to the extent permitted by law, not otherwise), and shall not affect the remainder hereof, and the parties agree to substitute for such provision a valid provision which most closely approximates the intent and economic effect of such severed provision.

Neither party shall be liable to the other for a failure to perform any of its obligations under this Agreement, except for payment obligations previously incurred, during any period in which such performance is delayed due to circumstances beyond its reasonable control.

All CEU purchases are final.  No refunds will be given on any CEU purchases.  In the unlikely event that the course is unavailable to you for an extended period of time, your access to the course will be extended for the amount of time the selected course was unavailable.