Definitions: 

ACCRECENT: ACCRECENT, with a principal place of business at Villa 5 Esteem Northwood, Blueberry Street, Ramanashree California Gardens, Yelahanka, Bengaluru 560064, India (GST: 29AUAPV8596N4ZA).

CMEPEDIA: CMEPEDIA is ACCRECENT’s E-learning platform that distributes accredited educational modules for healthcare professionals.

Continuing Education: Continuing Education (CE) for healthcare professionals refers to ongoing learning activities to enhance their knowledge, skills, and performance in their respective fields. CE ensures that healthcare providers stay current with the latest advancements, evidence-based practices, and regulatory requirements. These activities include live workshops, seminars, webinars, online courses, written publications, and multimedia formats. The content is typically developed and reviewed by subject matter experts to ensure its relevance and quality, supporting high-quality patient care and professional growth.

Author or you: Any person or company registered and approved by ACCRECENT to produce and/or distribute course materials under the terms of this agreement.

Author account:  An account issued to the Author in CMEPEDIA that enables the author registration and provides access to view the course uptake and financial reports related to their courses. 

ACCRECENT account: ACCRECENT offers the Author an account to access course instructions, create them, and upload course materials and related information.

Device: Any device that can access the platform, as defined herein.

Bank account: A financial account issued by a bank to an account holder, enabling the bank to manage deposits and withdrawals on the account holder's behalf. The account holder must be approved for a bank account by the bank and maintain the account in good standing.

Products: Course, course materials, case studies, images and other digital materials 

1. Introduction

1.1. ACCRECENT is the platform for producing course materials for continuing education in healthcare. Courses created on ACCRECENT are distributed through CMEPEDIA in accordance with their mutually agreed distribution terms, making them publicly accessible. To participate in course production, Authors must maintain an active ACCRECENT Account, an Author Account on CMEPEDIA, and a valid Bank Account if they intend to receive revenue.

2. Accepting this Agreement

2.1 This Agreement ("Agreement") forms a legally binding contract between you (the Author) and ACCRECENT. By using the ACCRECENT platform to submit the course materials, you accept this Agreement. You must provide complete and accurate information during the author registration and course upload process. You may not submit the course materials on ACCRECENT if you do not accept this Agreement.

2.2 You may only use the ACCRECENT Platform to submit course materials if ACCRECENT has verified you as an Author in good standing. This Agreement will automatically terminate if you are (a) not an Author in good standing or (b) if reasons for the removal of your content have been identified.

2.3 If you agree to be bound by this Agreement on behalf of your employer or any other entity, you represent and warrant that you have the full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite power, you may not accept the Agreement or use ACCRECENT on your employer's or other entity's behalf.

2.4 Your submission of any Product does not imply acceptance by ACCRECENT. Accepting a Product and forming a binding agreement will only occur after ACCRECENT has reviewed and approved the submitted Product. ACCRECENT reserves the right to reject any Product at its sole discretion.

3. Pricing and Payments

3.1 This Agreement covers both free and paid course materials you create. 

3.2 As the Author of an ACCRECENT course, you must choose between an honorarium or a profit-sharing payment arrangement with ACCRECENT. 

3.3 Profit Sharing and Remuneration

Under the profit-sharing arrangement, ACCRECENT will act as the Merchant of Record for all transactions related to the sale of the course. ACCRECENT will determine the price of the course, and you, as the Author, will receive remuneration based on a pre-agreed profit-sharing percentage. This percentage will be discussed and mutually agreed upon by both parties.

The process for calculating and distributing the Author's share is as follows:

CMEPEDIA collects the total revenue generated from course sales. From this revenue, CMEPEDIA will deduct all applicable fees as outlined in the distribution agreement between ACCRECENT and CMEPEDIA, including the distribution fee charged by CMEPEDIA for course distribution and any other necessary deductions.
After these deductions, the remaining revenue is transferred to ACCRECENT. ACCRECENT will then deduct its own costs, including but not limited to expenses related to course production, accreditation, platform access, and maintenance of the ACCRECENT platform.
The remaining net profit will be shared between ACCRECENT and the Author based on the mutually agreed profit-sharing percentage. After all deductions, the Author’s share will be calculated based on this final net profit.
The Author is responsible for providing any necessary tax residency certificates to ACCRECENT. If ACCRECENT does not receive such documentation, ACCRECENT will withhold taxes at the domestic withholding tax rate.

3.4 If you write free content, unrestricted grants may support production costs. Such content will be distributed free of charge via CMEPEDIA.

3.5 Refund: The Author and ACCRECENT established the following refund policy in accordance with the applicable author agreement.

3.5.1 Non-Applicability of Right of Withdrawal: The right of withdrawal does not apply to the Product provided by the Author. 

3.5.2 Consent and Acknowledgement: By entering into this agreement and commencing the use of course materials provided under this agreement, ACCRECENT expressly consents to the commencement of performance. ACCRECENT also acknowledges that giving such consent forfeits any right to withdraw from this agreement or to claim a refund once the performance has begun.

3.5.3 Exceptional Refund Cases: Refunds may be considered in exceptional cases where CMEPEDIA removes a Product for reasons stated in clauses (i) to (v) of Section 6.1. In such cases, the Author is required to refund any remuneration received.

4. Use of ACCRECENT by you

4.1 You agree to use ACCRECENT only for purposes permitted by this Agreement and applicable law.

4.2 Prohibited Actions: You agree that you will not engage in any activity, including the development or distribution of Products, that interferes with, disrupts, damages, or accesses in an unauthorised manner the devices, servers, networks, or other properties or services of any third party including, but not limited to, Android Users, ACCRECENT or any mobile network operator. 

4.3. You are solely responsible for any breach of obligations under this Agreement, third-party contracts, terms of service, or applicable laws and regulations, and for any consequences thereof, including loss or damage suffered by ACCRECENT or any third party.

4.4 Submitting your Product: You will be responsible for uploading your Product to your ACCRECENT Account, providing required Product information, and providing support regarding the content. ACCRECENT will only distribute approved products on CMEPEDIA.

4.5 Restricted Content: Any product you distribute on CMEPEDIA must be inoffensive.

5. Licence Grants

5.1 You grant ACCRECENT a non-exclusive, worldwide, and royalty-free licence to reproduce, perform, display, and use the Products for the following purposes:

(i) Distributing the Products for commercial purposes.

(ii) Marketing devices and services that support the use of the Products;

(iii) Making improvements to their platform; and

(iv) Operating and marketing ACCRECENT.

5.2 License to Distribute Products:

Under the Creative Commons License Share alike, you grant ACCRECENT a non-exclusive and royalty-free license to distribute the Products in CMEPEDIA following accreditation criteria. While you retain ownership of all intellectual property rights in the Course Materials, including copyright, except for materials jointly created with the customer, you agree not to distribute your course with the accreditation obtained by ACCRECENT on other platforms. This right remains solely with ACCRECENT. Additionally, it is specified that the accredited course can only be distributed on CMEPEDIA's platform.

Moreover, ACCRECENT may engage consultants and other contractors to fulfill its obligations and exercise its rights under this Agreement, provided they adhere to the same obligations as ACCRECENT. Following the termination of this Agreement, CMEPEDIA will continue to distribute the Product until the course accreditation period ends.

5.3 Representation of Intellectual Property Rights:

You represent and warrant that you have all the intellectual property rights, including all necessary patents, trademarks, trade secrets, copyrights, or other proprietary rights, in and to the Product. If you use third-party materials, you represent and warrant that you have the right to distribute the third-party material in the Product. You agree that you will not submit material to ACCRECENT that is copyrighted, protected by trade secret, or otherwise subject to third-party proprietary rights, including patent, privacy, and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to submit the material.

By utilising the Creative Commons License Share alike, you allow ACCRECENT to distribute your content for commercial purposes, ensuring that your work can be shared and utilised within the bounds of the license agreement.

6. Product Removals

6.1. You may request the removal of your Products before ACCRECENT's approval, accreditation, and execution of the agreement. However, once approved, accredited, and the agreement is executed, CMEPEDIA holds the final authority on product removal from its platform. Unilateral removal requests are not permissible at any time; removal requests must be justified. CMEPEDIA will review such requests and decide, at its sole discretion, whether to remove the Product.

Removing Products from future distribution via CMEPEDIA does not:

• Affect the license rights of users who previously purchased or downloaded the Products.

• Remove Products from Devices or any part of CMEPEDIA where previously purchased or downloaded applications are stored.

• Alter your obligation to deliver or support Products or services previously purchased or downloaded by users.

• However, CMEPEDIA will not maintain on any portion of its platform any Product you requested removal if the removal is due to:

(i) Alleged or actual infringement of any intellectual property right.

(ii) Alleged defamation.

(iii) Alleged violation of a third party's right of publicity or privacy.

(iv) Non-compliance with applicable law.

(v) Failure to meet specified criteria:

- Lack of fair and balanced content supporting safe, effective patient care.

- Recommendations not based on current science, evidence, or clinical reasoning.

- Advocacy for unscientific approaches to diagnosis or therapy or promoting recommendations, treatments, or healthcare practices with known risks or inefficacy.

6.2. CMEPEDIA Removals:

If CMEPEDIA removes a Product for reasons stated in clauses (i) to (v) of Section 6.1, the author should refund any remuneration received from Accrecent.

CMEPEDIA monitors Products and their content. If notified by you or otherwise aware of violations, CMEPEDIA, at its discretion, may:

• Remove or reclassify the Product.

• Suspend or bar you from CMEPEDIA.

• Disable or remove Products causing harm to user devices or data.

• CMEPEDIA may suspend or terminate Product distribution for material breaches of non-disclosure agreements or other CMEPEDIA-related agreements.

Upon expiry of Product accreditation, CMEPEDIA will remove it from the platform. However, CMEPEDIA may extend accreditation, subject to changes and approvals. CMEPEDIA enters user agreements with medical professionals, professional bodies, employers, or institutions, which may require involuntary Product removal.

7. Privacy and Information

7.1. To continually innovate and improve our services, ACCRECENT and CMEPEDIA may collect specific usage statistics from CMEPEDIA, including information on how users engage with CMEPEDIA and ACCRECENT.

7.2. The data collected is analysed in aggregate form to enhance CMEPEDIA for both users and Authors, in accordance with CMEPEDIA's Privacy Policy. Limited data will be available to you through your Author account and the ACCRECENT account to ensure transparency in the distribution and improvement of Products. Additionally, CMEPEDIA may request additional data as needed to fulfil its obligations under this Agreement.

8. Terminating this Agreement

8.1 This Agreement will continue to apply until terminated by either you or ACCRECENT, as set out below.

8.2 You cannot terminate this Agreement until the period of accreditation has ended unless ACCRECENT has breached it or you are required to do so by law. If termination is permissible under these conditions, you must provide ACCRECENT with thirty (30) days prior written notice and cease using any relevant author credentials.

8.3 ACCRECENT may, at any time, terminate this Agreement with you if:

(A) you have breached any provision of this Agreement or

(B) ACCRECENT is required to do so by law or

(C) you cease meeting the criteria set for the Author

(D) CMEPEDIA decides to no longer provide the CMEPEDIA platform.

9. Disclaimer of Warranties

9.1 You expressly understand and agree that your use of ACCRECENT and CMEPEDIA is solely at your own risk, and ACCRECENT provides them "as is" and "as available" without warranty.

9.2 Your use of ACCRECENT and CMEPEDIA and any material downloaded or otherwise obtained through CMEPEDIA is at your discretion and risk. You are solely responsible for any damage to your computer system or other Devices or data loss resulting from such use.

9.3 ACCRECENT and CMEPEDIA further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement.

10. Limitation of Liability

10.1. You expressly understand and agree that ACCRECENT, its subsidiaries, affiliates, and its licensors shall not be liable to you under any theory of liability for any direct, indirect, incidental, special consequential, or exemplary damages that you may incur, including any loss of data, whether or not ACCRECENT or its representatives have been advised of, or should have been aware of the possibility of any such losses arising.

11. Indemnification

11.1. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless ACCRECENT, its affiliates, and their respective directors, officers, employees and agents, and Authorized Carriers from and against any third-party claims, actions, suits, or proceedings, as well as any losses, liabilities damages, costs and expenses (including reasonable attorneys' fees) arising out of or accruing from (a) your use of ACCRECENT and CMEPEDIA in violation of this Agreement, and (b) your Product that infringes any copyright, trademark, trade secret, trade dress, patent or another intellectual property right of any person or defames any person or violates their rights of publicity or privacy.

12. Changes to the Agreement

12.1 ACCRECENT may make changes to this Agreement at any time by sending the Author notice by email describing the modifications made. ACCRECENT and CMEPEDIA will also post a notification on this page and the Author's account describing the modifications made. Look at the Agreement and check for notice of any changes regularly. Changes will not be retrospective. They will become effective and will be deemed accepted by the Author (a) immediately for those who become Author after the notification is posted, or (b) for pre-existing Author on the date specified in the notice, which will be no sooner than 30 days after the changes are posted (Except changes required by law which will be effective immediately). 

13. General Legal Terms

13.1 This Agreement constitutes the entire legal Agreement between you and ACCRECENT, governing your use of ACCRECENT and CMEPEDIA.

13.2. You agree that if ACCRECENT does not exercise or enforce any legal right or remedy contained in this Agreement (or which ACCRECENT has under any applicable law), this will not be considered a formal waiver of ACCRECENT's rights. Those rights or remedies will still be available to ACCRECENT.

13.3  If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest. The remaining provisions of this Agreement will continue to be valid and enforceable.

13.4 You acknowledge and agree that each member of the group of companies of which ACCRECENT  is the parent shall be third-party beneficiaries to this Agreement and that such other companies shall be entitled to enforce directly and rely upon any provision of this Agreement that confers a benefit on (or rights in favour of) them. Besides this, no other person or company shall be third-party beneficiaries of this Agreement.

13.5 EXPORT RESTRICTIONS. PRODUCTS ON CMEPEDIA MAY BE SUBJECT TO INDIAN EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO YOUR DISTRIBUTION OR USE OF PRODUCTS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, USERS, AND END-USE. CMEPEDIA WILL ISSUE A GENERAL NOTICE ON THE AUTHOR'S ACCOUNT IF THEIR SERVICE IS LAUNCHED IN A NEW COUNTRY. AUTHORS NEED TO CHECK THE COMPATIBILITY OF SUCH A NEW DESTINATION WITH THEIR NATIONAL RESTRICTIONS.

13.6 The rights granted by this Agreement may only be assigned or transferred by either you or ACCRECENT with the prior written approval of the other party. You and ACCRECENT and CMEPEDIA shall be permitted to delegate the responsibility or obligations under this Agreement only with the prior written consent of the other party. Any further attempt to assign is void. If you experience a change of control (for example, through a stock purchase or sale, merger, or another form of a corporate transaction): (a) you will give written notice to ACCRECENT within 30 days after the change of control, and; (b) ACCRECENT may immediately terminate this Agreement any time between the change of control and 30 days after it receives that written notice.

13.7 All claims arising from or relating to this Agreement or your relationship with CMEPEDIA under this Agreement shall be governed by Indian laws. You and CMEPEDIA further agree to submit to the Indian courts' exclusive jurisdiction to resolve any legal matter arising from or relating to this Agreement or your relationship with CMEPEDIA under this Agreement, except that you agree that CMEPEDIA shall be allowed to apply for injunctive relief in any jurisdiction.

Agreements Key points

• Accepting the Agreement: Authors must accept the Agreement to distribute course materials through CMEPEDIA. Submission of materials does not imply automatic approval, and ACCRECENT reserves the right to review, approve, or reject submitted materials at its discretion.

• Revenue Distribution: Authors engage in an honorarium or profit-sharing arrangement with ACCRECENT for paid courses. If Authors choose to write for free content, CMEPEDIA can use unrestricted grants to cover the cost of production. 

• License Grants: Authors grant ACCRECENT a non-exclusive, worldwide, royalty-free license to distribute and use course materials for commercial purposes under the Creative Commons Share-Alike License through CMEPEDIA. While Authors retain ownership of their intellectual property, the accreditation rights and distribution of the accredited course remain solely with ACCRECENT. Authors cannot distribute accredited versions of their courses on other platforms.

• Product Removals: ACCRECENT has authority over product removal, subject to certain conditions. Authors do not have the right to remove or withdraw courses until accreditation is complete. ACCRECENT may withhold remuneration for removed products under specific circumstances, such as alleged infringement, defamation, non-compliance with law, or failure to meet specified criteria.

• Refund: Refunds are generally not applicable for courses provided under this Agreement. However, if a course is removed due to reasons outlined in the Product Removals section (e.g., infringement, non-compliance, defamation), the Author must refund any remuneration received from ACCRECENT.