USER AGREEMENT AND LIMITED LICENSE TO USE EPISODES OF CARE (ECR®) DEFINITIONS AND RELATED MATERIALS
READ THIS USER AGREEMENT AND LIMITED LICENSE CAREFULLY BEFORE USING THE MATERIALS (AS DEFINED BELOW). IF YOU DO NOT AGREE TO THIS LICENSE AND USER AGREEMENT (THIS "AGREEMENT"), YOU MAY NOT USE ANY OF THE MATERIALS.
YOUR CLICKING ON THE BUTTON MARKED "I AGREE" OR YOUR ACCESSING THE MATERIALS INDICATES YOUR AGREEMENT THAT YOU HAVE READ AND AGREED TO THIS AGREEMENT UNLESS YOU HAVE A DIFFERENT LICENSE AGREEMENT SIGNED BY US THAT COVERS THE MATERIALS.
This Agreement is a binding contract between You and the Health Care Incentives Improvement Institute, Inc. and its successor ("PROMETHEUS Analytics," "we" or "us"). Your access to and continued use of the Episodes of Care (ECR®) definitions and related materials ("Materials") constitutes your acceptance, without limitation, of the terms and conditions of this Agreement. If You do not agree to be bound by these terms, You may not access or use any Materials.
1. PERMITTED AND PROHIBITED USES
Permitted Uses. Upon Your acceptance of this Agreement by clicking on the button marked "I Accept", You are granted a limited and non-exclusive right to use the Materials for only the following purposes (collectively, "Permitted Uses"), subject to all of the terms of this Agreement:
a. to use or incorporate all or part of the Materials in connection with a software program, application or system for commercial or noncommercial purposes;
b. to use all or part of the Materials in any other lawful manner, except as prohibited herein.
Prohibited Uses. You may not:
1. use any of the Materials other than as authorized by this Agreement;
2. use any of the Materials for the benefit of any third party, other than as part of a Permitted Use;
3. redistribute all or any part of the Materials in substantially the form available here, for any commercial purpose, it being Our intent that You do not charge for that which is available here;
4. use all or any portion of the Materials without acknowledging in any means of distribution that PROMETHEUS Analytics owns the copyright in the Materials by indicating that the Materials are © Health Care Incentives Improvement Institute, Inc.
5. use any of our trademarks such as PROMETHEUS Analytics ® or ECR ® without indicating that such are the trademarks of Health Care Incentives Improvement Institute, Inc.
6. state or imply that PROMETHEUS Analytics has reviewed or is responsible for Your analysis, outputs or other activities in connection with use of any of the Materials.
2. ACCURACY AND WARRANTY DISCLAIMERS
PROMETHEUS Analytics does not warrant or guarantee the accuracy, quality, completeness, currency, or validity of any of the Materials.
You agree that You are solely responsible for the use, results and outcomes from using any of the Materials
PROMETHEUS Analytics MAKES NO WARRANTY THAT THE MATERIALS ARE FREE FROM ERRORS OR VIRUSES, THAT THE MATERIALS WILL OPERATE WITHOUT ANY INTERRUPTION OR THAT USE OF THE MATERIALS WILL RESULT IN ANY PARTICULAR RESULTS. THERE ARE NO WARRANTIES AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF ANY INFORMATION OR OF NON-INFRINGEMENT. THE SITE AND THE MATERIALS ARE PROVIDED "AS IS" AND "WITH ALL FAULTS."
PROMETHEUS Analytics HAS MADE AND MAKES NO OTHER WARRANTIES, AND IT DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, OR ARISING BY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES RELATING TO NONINFRINGEMENT, NONINTERFERENCE, DESIGN, ACCURACY, MERCHANTABILITY, TIMELINESS, PERFORMANCE, TITLE, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE OR THAT ANY OF THE MATERIALS WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS.
PROMETHEUS Analytics MAKES NO REPRESENTATIONS OR WARRANTIES ON BEHALF OF ITSELF WITH RESPECT TO THIRD PARTY SOFTWARE OR EQUIPMENT AND EXPRESSLY EXCLUDES ANY AND ALL LIABILITY ARISING FROM OR RELATING TO A THIRD PARTY'S SOFTWARE AND/OR EQUIPMENT.
YOU RECOGNIZE AND AGREE THAT THE MATERIALS ARE NOT INTENDED TO SUBSTITUTE FOR OR TO REPLACE THE SKILL, KNOWLEDGE, AND EXPERIENCE OF LICENSED PHYSICIANS, OTHER CARE PROVIDERS OR ANY HEALTH CARE FACILITY. PROMETHEUS Analytics ASSUMES NO RESPONSIBILITY FOR PATIENT CARE AND EXPRESSLY STATES THAT IT IS NOT PROVIDING THE MATERIALS AS A SUBSTITUTE OR REPLACEMENT FOR THE MEDICAL JUDGMENT OF PHYSICIANS, OTHER CARE PROVIDERS OR ANY HEALTH CARE FACILITY. YOU AGREE THAT PROMETHEUS Analytics HAS NO RESPONSIBILITY WHATSOEVER FOR THE CONDUCT OF YOUR BUSINESS OR FOR PATIENT CARE.
3. LIMITATIONS OF LIABILITY; INDEMNITY
IN NO EVENT SHALL PROMETHEUS Analytics OR ITS OFFICERS, AGENTS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS AND CONTRACTORS HAVE LIABILITY FOR PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST BUSINESS, LOST OPPORTUNITY, LOST PROFITS, OR LOST DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE MATERIALS, OR THE USE OR INABILITY TO USE ANY MATERIALS, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES ARE CLAIMED AND REGARDLESS OF WHETHER PROMETHEUS Analytics HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. NOT ALL STATE LAWS ALLOW SUCH LIMITATIONS, AND YOUR RIGHTS MAY VARY.
You agree to indemnify, defend and hold harmless PROMETHEUS Analytics and its officers, directors, employees, agents, successors, assigns and contractors from and against any and all claims, liabilities, costs and expenses (including, without limitation, attorneys' fees and expenses) incurred in connection with or arising from any breach by You of this Agreement or resulting in connection with or arising from Your use of the Materials, including any third party claim related to medical care.
4. INTELLECTUAL PROPERTY
You agree not to take any action that would infringe, misappropriate, or violate PROMETHEUS Analytics's IP Rights.
As between You and PROMETHEUS Analytics, PROMETHEUS Analytics is and shall continue to be the sole and exclusive owner of all aspects of Materials that existed prior to this Agreement or are hereafter created by, developed by or otherwise come into existence pursuant to other agreements or arrangements with PROMETHEUS Analytics, including all IP and IP Rights therein that may constitute an improvement, addition, enhancement, invention, discovery, derivative work or modification of or with respect to any of the Materials. Provider shall execute such documents or instruments as PROMETHEUS Analytics may reasonably request in order to effect PROMETHEUS Analytics's ownership of the foregoing.
No license to use PROMETHEUS Analytics's Marks is granted under this Agreement; provided, however, that it shall not be deemed a violation of the foregoing if, when engaging in activity permitted hereunder, You correctly refer to PROMETHEUS Analytics or any of its property or services using PROMETHEUS Analytics's Marks with the ® symbol or other designation of IP Rights in a manner consistent with the typical usage by PROMETHEUS Analytics. You hereby acknowledge that PROMETHEUS Analytics's Marks are PROMETHEUS Analytics's sole and exclusive property and that any use permitted hereunder may not dilute, impair or adversely affect such Marks or PROMETHEUS Analytics's goodwill. You shall promptly correct your usage of PROMETHEUS Analytics's Marks upon PROMETHEUS Analytics's reasonable request.
Nothing contained herein shall modify or otherwise affect any party's ownership of any Intellectual Property that existed prior to this Agreement or any IP Rights related to such Intellectual Property.
As used herein:
"Intellectual Property" or "IP" means all inventions, discoveries, ideas, processes, algorithms, methodologies, software, designs, models, works of authorship (whether in tangible or electronic form), any derivative works with respect to a work of authorship, data and data sets, know how, trade secrets, unique and innovative uses of an existing invention and Marks or other designations of origin, whether or not protected by patent, copyright, trade mark or trade secret or similar law.
"IP Rights" means patents, trademarks, service marks, trade names, copyrights, design rights and trade secret rights and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of them which may exist anywhere in the world with respect to any or all of the IP, whether or not any of such IP Rights are registered, and including applications for registration for any of them.
"Marks" means any and all trademarks, trade names, service marks, logos and other identifying information of either Party or its services that exist during the Term including all IP and IP Rights related to any of the foregoing. Marks of PROMETHEUS Analytics include, without limitation, ECR®, PROMETHEUS Analytics, Evidence-informed Case Rates® and any variant of the foregoing.
PROMETHEUS Analytics may use cookie technology to help personalize Your experience on the Site. A cookie is a small file that is sent to Your computer by a site's server. A cookie can be a record of Your visit to a site, including information such as Your user name, registration information, time of last visit, pages viewed, etc. A cookie created by one site's servers can be retrieved only by that site's servers. You have the ability to accept or decline cookies. Most web browsers automatically accept cookies, but browser settings can usually be modified to decline all cookies, or to notify the user each time a cookie is sent and permit cookies to be accepted or declined on an individual basis. If You choose to decline cookies, You will need to enter Your user name and password each time You desire to log in to the Site to access the Materials, and use of the Site by You may also otherwise be negatively impacted.
6. COMMUNICATIONS FROM PROMETHEUS Analytics
You understand and agree that, as part of Your use of the Materials, PROMETHEUS Analytics may send You certain communications from time to time, including (a) product announcements, such as announcements concerning upgrades, modifications and/or enhancements to the Materials and any other products or services offered by PROMETHEUS Analytics; (b) service announcements, such as announcements regarding possible interruptions or other conditions that may affect access to and/or use of the Materials and/or any other products or services offered by PROMETHEUS Analytics; (c) subscription-related announcements, such as notification of impending subscription expirations and opportunities to upgrade subscriptions; and (d) other administrative updates. You further understand and agree that Your agreement to receive such communications is a condition to Your use of the Materials and other products and services offered by PROMETHEUS Analytics, and that You will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new Materials posted on the Site, shall be subject to this Agreement.
8. TERMINATION; EQUITABLE REMEDIES
PROMETHEUS Analytics may terminate this Agreement at any time, with or without notice and with or without cause. Indemnification obligations and other terms of this Agreement that, by their nature, extend beyond the termination or expiration of this Agreement, shall so survive.
You acknowledge and agree that any unauthorized use or disclosure by you of the Materials or any infringement or violation of PROMETHEUS Analytics's IP rights, shall cause PROMETHEUS Analytics irreparable injury for which PROMETHEUS Analytics could not be fully compensated by money damages. You agree that, in the event of such a violation, PROMETHEUS Analytics would be entitled to seek and recover (in addition to any other available remedies) preliminary and permanent injunctive relief without the necessity of posting bond or security, and further that PROMETHEUS Analytics would be entitled to recover from you its attorneys' fees and costs incurred in seeking and obtaining such relief.
9. DISPUTE RESOLUTION
This Agreement shall be governed and construed by the laws of the State of Connecticut, without regard to its choice of law rules. You agree that, by entering into this Agreement and accessing and/or using the Materials, You are transacting business in the State of Connecticut and are subject to jurisdiction in its courts. Any legal or equitable action arising from this Agreement shall be commenced and maintained in a court of competent subject matter jurisdiction within the State of Connecticut, and you consent to personal jurisdiction and venue in any such court. In the event it is held that jurisdiction or venue is wanting in such a court, an action then may be commenced in any other court having proper jurisdiction under applicable statutes and court rules. In the event of any dispute adjudicated between the parties, whether in litigation or permitted appeal, the prevailing party shall be entitled to recover from the party not prevailing its reasonable attorneys' fees and costs incurred in such proceeding. The parties agree that neither may bring a claim or assert a cause of action against the other, in any forum or manner, more than one (1) year after the cause of action accrued, except where the party could not have reasonably discovered the wrong giving rise to the claim within the basic facts supporting the claim within one (1) year.
10. MODIFICATION OF THIS AGREEMENT
Except as is stated herein to the contrary, any notices to PROMETHEUS Analytics must be given by postal mail sent to PROMETHEUS Analytics's headquarters as then listed on the Site. Any notices to You will be sent to the e-mail address that you provide to PROMETHEUS Analytics.
Should any term of this Agreement be finally held by a court of competent jurisdiction to be invalid, unenforceable, void, or otherwise contrary to law or equity, PROMETHEUS Analytics and you agree that such provision shall be automatically severed and the remainder of this Agreement that can be given effect shall continue to be given effect.
13. ENTIRE AGREEMENT
Unless there is a separate written and fully executed agreement between You and PROMETHEUS Analytics, this Agreement constitutes the entire agreement between You and PROMETHEUS Analytics with respect to the subject matter of this Agreement, and it supersedes all prior agreements, understandings or representations between You and PROMETHEUS Analytics with respect to the subject matter of this Agreement. This Agreement may not be modified except in writing as permitted herein.
I HAVE READ THIS USER AGREEMENT AND LIMITED LICENSE AND AGREE TO ALL THE PROVISIONS ABOVE.