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HEALTHCAREMANAGEMENTINSIGHT.COM
TERMS OF USE AGREEMENT
IMPORTANT! These Terms and Conditions ("Terms and Conditions") govern your (the "User" or "You") use of the HealthcareManagementInsight.com (the "Web Site") provided by Henchey Information Services LLC (the "Company"). These Terms and Conditions are subject to change by the Company at any time in its discretion. Your use of the Web Site after such changes are implemented constitutes your acceptance of the changes. Please consult these terms and conditions regularly.
These Terms and Conditions were last updated: July 15, 2004
1. Permitted Use.
User has a nonexclusive, nontransferable, limited, and revocable right to use the Web Site solely for User's personal educational, informational, and entertainment use. User will not use the Web Site for any other purpose, including any commercial purpose. For example, User will not, and will not authorize any other person to, (i) Co-brand the Web Site or portion thereof, or (ii) frame the Web Site or portion thereof (whereby the Web Site or portion thereof will appear on the same screen with a portion of another web site). "Co-branding" means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute the Web Site or content accessible within the Web Site (the "Content"). User agrees to cooperate with the Company in causing any unauthorized Co-branding, framing or linking to immediately cease. The Company currently provides free access to the Web Site to individuals with a bona fide professional interest in healthcare information technology. The Company may at any time change its criteria for providing access to the Web Site and may terminate access by any individual at any time. The use of any Banner Ad/Button/Link/Pop-up Window or other material advertising any product or service in connection with the Web Site or Content from the Web Site not expressly authorized by the Company is prohibited. The Company reserves to itself the right to authorize any form of advertising in connection with the Web Site.
2. Proprietary Information.
User acknowledges and agrees that the content accessible within the Web Site is the proprietary information of the Company and its content providers, and the Company and its content providers retain all right, title, and interest in the Content. User will not reproduce, transmit, publish or distribute such Content to any third party without the express written consent of the Company except that User may display or print out a copy of Content solely for User's personal use. In doing so, User will not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. "Healthcare Management Insight" is a Service Mark of Company, is protected by applicable laws and User acquires no license or other right to use it or any other Service Marks or Trademarks of Company.
3. Disclaimer.
The Company expressly disclaims any and all warranties with respect to any Content accessible within or through the Web Site, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement.
4. Limitation on Liability.
The Company, its Licensors, service providers, content providers, employees or agents will not be liable for any incidental, indirect, consequential, or special damages, including loss of revenue or income, pain and suffering, emotional distress or similar damages, even if the Company has been advised of the possibility of such damages. In no event will the collective liability of the Company and its Licensors, service providers, content providers, employees or agents to any party (regardless of the form of action, whether in contract, tort or otherwise) exceed any amount User has paid to the Company for the applicable Content or service out of which liability arose with regard to any aspect of any relationship between You and Company, including the violation of any Privacy Policy.
5. Indemnity.
User will indemnify and hold the Company, its Licensors, content providers, employees, agents, service providers and contractors (the "Indemnified Parties") harmless from any breach of these Terms and Conditions by User, including any use of Content other than as expressly authorized in these Terms and Conditions. User agrees that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and agrees to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees of the Indemnified Parties in connection therewith. User will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of User's use of the information accessed from the Web Site.
6. Miscellaneous.
a) If any provision of this Agreement be held illegal, unenforceable or in conflict with any law by an arbitral tribunal, such provision shall be deemed severed from this Agreement and the validity of the remainder of this Agreement shall not be affected.
b) This Agreement and User's relationship with Company (if any) shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts applicable to contracts made and to be enforced wholly within that state, except that any action to enforce any arbitration award shall be subject to the Federal Arbitration Act, this Agreement being in interstate commerce.
c) The parties to this Agreement each specifically consent to jurisdiction in Massachusetts in connection with any dispute between the parties arising out of this Agreement or pertaining to the subject matter hereof and each agree that venue for any dispute between the parties arising out of this Agreement or pertaining to the subject matter hereof may be had in any court in Hampden County, Massachusetts.
d) Any action against either Party whether under this Agreement or relating to the subject of this Agreement must be commenced within one year after such cause of action accrues through the American Arbitration Association under its Commercial Arbitration Rules and the optional rules for emergency measures of protection before one arbitrator. All hearings shall be in Springfield, Massachusetts or by telephone or videoconference at the order of the arbitrator. The arbitrator is authorized to issue equitable as well as legal remedies. The commercial arbitration rules of the American Arbitration Association are hereby incorporated by reference. This arbitration provision shall be a complete defense to any suit, action or proceeding brought under, or in connection with, this Agreement. Nothing in this arbitration provision shall give the arbitrator any authority to alter, change, amend, modify, add to or subtract from any provision of this Agreement.
e) The waiver by either party of any provision of this Agreement on any occasion and upon any particular circumstances shall not operate as a waiver of such provision of this Agreement on any other occasion or upon any other circumstances. This Agreement may be waived or amended only in writing and signed by both parties.
f) This Agreement contains the complete understanding of the parties with respect to the subject matter hereof and supersedes all other agreements, understandings, communications and promises of any kind, whether oral or written, between such parties with respect to such subject matter.
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