These terms and conditions shall become binding and effective upon the occurrence of either of the following events: (i) execution of a quote (“Quote”) which references this Agreement(defined below), or (ii) by accessing or using The Risk Management Foundation of the Harvard Medical Institutions Incorporated’s ("RMF") Candello Discover Clinical Events search engine, any data or information available on or the output from the Candello Discover Clinical Events search engine, or the RMF websites used to access the Candello Discover Clinical Events search engine or linked to the Candello Discover Clinical Events search engine (collectively, the “Search Engine”). The institution or individual named in the Quote (“User”) agrees to comply with and be bound by these Terms and Conditions for the Use of The Risk Management Foundation of the Harvard Medical Institutions Incorporated’s Search Engine (this “Agreement”). Please read this Agreement carefully, as well as the Privacy Policy, and the Terms of Use that govern an entity and individual’s use of any RMF website, which includes the website used to access the Search Engine.
If User does not agree to this Agreement, the Quote, the Privacy Policy and the Terms of Use, User must immediately terminate its use of the RMF website, and the Search Engine.
This Agreement, the Quote, the Privacy Policy, and the Terms of Use are collectively referred to herein as the “Terms and Conditions.”
1. License Grant. User is granted a personal, revocable, limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Search Engine, conditioned on User’s continued acceptance of, and compliance with this Terms and Conditions and any other agreement User may have with RMF. RMF reserves the right to bar, restrict or suspend any user's access to the Search Engine, and/or to terminate this license at any time for any reason. RMF reserves any rights not explicitly granted in the Terms and Conditions.
2. License Restrictions. Unless otherwise expressly stated in the Terms and Conditions, User may not modify, download, translate, create derivative works of, copy, distribute, market, display, remove or alter any part of the Search Engine, RMF Content (defined below), or any other RMF controlled property. User may not lease, sell, sublicense, clone, transfer, decompile, reverse engineer, or incorporate into any information retrieval system (electronic or mechanical), the Search Engine or any RMF Content (as defined below), or any portion thereof. Further, User shall not: (i) use the SearchEngine for any unauthorized or illegal purpose or activity including, but not limited to, any activity to obtain or attempt to obtain unauthorized access to the Search Engine, including RMF Content; (ii) interfere with the proper working of the Search Engine including, but not limited to, the transmission of any malicious software, virus, worm, trap door, back door, trojan horse, or other limiting routine, instruction, or design; or (iii) interfere with any other person's use and enjoyment of the Search Engine.
Notwithstanding anything to the contrary, User shall not (A) attempt to re-identify or de-aggregate the RMF Content (defined below) or any of the data or information contained in, available through, or which is the product of, the Search Engine in order to attribute the data to a certain individual or entity, or (B) further disclose to any individual or entity the RMF Content (defined below), aggregate health or patient information, or de-identified health or patient information contained in, available through, or the product of, the Search Engine.
3. User Obligations. User warrants that it will abide by all applicable local, state, and federal laws and regulations with respect to User’s use of the Search Engine and that User will not interfere with the use and enjoyment of the Search Engine by other users. User represents, warrants, and covenants that User will not share its account and login information, including its password, with any third party or let anyone else access or use its account.
4. Proprietary Rights. The content of the Search Engine includes, without limitation: (i) RMF’s trademarks, service marks, logos, brands, and brand names, trade dress, trade names, and other distinctive identification (collectively "RMF Marks");(ii) information, data, materials, interfaces, computer code, databases, products, services, software applications and tools, text, images, photographs, audio and video material, and artwork; (iii) any and all aggregate and/or de-identified health or patient information (which is not attributable to any one person or institution) contained in, available through, or the product of, the Search Engine; and/or (iv) the design, structure, selection, compilation, assembly, coordination, expression, functionalities, applications, look and feel, and arrangement of any content contained in, available through, or the product of, the Search Engine (the items identified in subsections (i), (ii), (iii), and (iv) above shall be collectively referred to herein as "RMF Content"). RMF Content, which includes content produced by RMF in the Search Engine and the output of the Search Engine (including, but not limited to, aggregate and/or de-identified health or patient information), is either the sole property of RMF or RMF is a licensee of such content, and RMF Content is protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state and federal laws, and regulations. The reproduction, transmission, distribution, sale, publication, broadcast, circulation, or dissemination of any RMF Content by User, or by User through any other person or entity other than User, is prohibited unless express written consent is separately obtained from RMF or the owner of such content if RMF is not the owner. Any use of RMF Marks without the RMF’s express written consent is strictly prohibited. User may not alter, delete, obscure, or conceal any copyright or other notices appearing in the RMF Content, including any such notices appearing on any RMF Content.
5. Conflict. To the extent that there is a conflict between this Agreement, the Privacy Policy, the Terms of Use, and/or any other agreement between User and RMF, this Agreement shall govern for purposes of User’s use and access to the Search Engine.
6. User’s Acceptance; Revisions to Terms and Conditions. The Search Engine is available only to entities and individuals who can enter into legally binding contracts under applicable law. The Terms and Conditions, in their entirety, constitute a legally binding agreement between User and RMF regarding User’s use and access to the Search Engine. By using the Search Engine User agrees to the Terms and Conditions. RMF reserves the right to revise the Terms and Conditions at any time in its sole discretion by posting revised Terms and Conditions to the RMF website and/or the Search Engine. User’s use of the RMF website and the Search Engine signifies User’s acceptance of all the terms and conditions contained within the Terms and Conditions posted at the time of User’s use. User will be responsible for regularly reviewing the Terms and Conditions posted to the RMF website or the Search Engine.
7. Changes to Search Engine; Standard of Care Disclaimer. RMF may update RMF Content on the Search Engine from time to time, but RMF’s Content is not necessarily complete or up-to-date. Any of the RMF Content on the Search Engine may be out of date at any given time, and we are under no obligation to update such material. The information presented on or through the Search Engine is made available solely for general information purposes. No RMF Content published on, contained in, available through, or the product of the Search Engine is intended to establish a standard of care for a health care provider and, therefore, should not be interpreted as such.
8. Patient Information. The Search Engine and other any other public forums provided by RMF which User may have access to, may contain confidential patient information ("Patient Information"). State and federal laws, as well as ethical and licensure requirements, may impose obligations with respect to patient confidentiality that may limit use or disclosure of Patient Information. User represents, warrants, and covenants that User will comply with all laws that may directly or indirectly govern User’s retrieval, use, transmission, processing, receipt, reporting, disclosure, or storage of any and all Patient Information. User is solely responsible for obtaining and maintaining any patient consents, if applicable, and all other consents or permissions required by law or advisable with respect to User’s retrieval, use,transmission, processing, receipt, reporting, disclosure, or storage of Patient Information. User shall be solely responsible for User’s retrieval, use or misuse, transmission, processing, receipt, reporting, disclosure, or storage of Patient Information.
9. Links to Third-Party Websites. The Search Engine may provide links (including any link through an on-line banner advertisement) to other sites on the Internet for User’s convenience. These other sites are maintained by third parties over which RMF exercises no control. The appearance of any such third-party links (provided by RMF or by a third party) is not intended to endorse any particular company or product. If User decides to access any of the third-party sites linked to the RMF website or Search Engine, User does so entirely at User’s own risk.
10. Warranties Disclaimed. THE SEARCH ENGINE, AND RMF CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." NEITHER RMF, ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, OR TRUSTEES NOR ANY OF ITS AGENTS, REPRESENTATIVES, SUPPLIERS, ADVERTISERS, PROMOTIONAL PARTNERS, OR LICENSORS (COLLECTIVELY "RMF PARTIES") PROVIDE ANY EXPRESS OR
IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND,INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY THAT (i) THE SEARCH ENGINE OR RMF CONTENT, OR ANY RESULTS THAT MAY BE OBTAINED BY USER, ARE COMPLETE, ACCURATE, RELIABLE, OR NON-INFRINGING; (ii) ACCESS TO THE SEARCH ENGINE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE QUALITY OF ANY PRODUCTS, SERVICES,INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY USER THROUGH THE SEARCH ENGINE WILL MEET USER’S EXPECTATIONS; OR (iv) RMF CONTENT WILL REMAIN UNCHANGED OR ACCESSIBLE ON THE SEARCH ENGINE. ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY.
11. Limitation of Liability. THE RMF PARTIES SHALL NOT BE LIABLE, AND DISCLAIM ANY LIABILITY, FOR ANY CLAIM, LOSS OR DAMAGE, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER IN CONNECTION WITH, AS A RESULT OF,
OR ARISING (i) OUT OF THE USE OF OR INABILITY TO USE THE SEARCH ENGINE AND/OR ANY RMF CONTENT; (ii) FROM ANY INTERRUPTION IN THE AVAILABILITY OF THE SEARCH ENGINE AND/OR RMF CONTENT; (iii) FROM ANY LOSS OF DATA AND/OR FROM ANY EQUIPMENT FAILURE; (iv) FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF USER’S TRANSMISSIONS OR
DATA; (v) FROM STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SEARCH ENGINE; (vi) FROM ANY DELAY OR FAILURE OF THE SEARCH ENGINE ARISING OUT OF CAUSES BEYOND RMF’S CONTROL; (vii) OUT OF THE USE OF, REFERENCE TO, OR RELIANCE ON, THE RMF CONTENT; (viii) OUT OF ANY THIRD PARTY MATERIALS, INFORMATION, PRODUCTS AND SERVICES CONTAINED ON, OR ACCESSED THROUGH, THE SEARCH ENGINE (ix) OUT OF ANY CONTENT, MATERIALS, ACCURACY OF INFORMATION, AND/OR QUALITY OF THE PRODUCTS, SERVICES OR MATERIALS PROVIDED BY OR ADVERTISED ON THIRD PARTY WEBSITES; OR (x) OUT OF ANY OTHER MATTER RELATING TO THE RMF WEBSITE, SEARCH ENGINE, OR RMF CONTENT. IN THE EVENT THE USER IS DISSATISFIED WITH, OR DISPUTE, THE TERMS AND CONDITIONS, SEARCH ENGINE, AND/OR THE RMF CONTENT, USER’S SOLE RIGHT AND EXCLUSIVE REMEDY IS TO TERMINATE USER’S USE OF THE RMF WEBSITE AND SEARCH ENGINE, EVEN IF THAT RIGHT OR REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE. USER CONFIRMS THAT THE RMF PARTIES HAVE NO OTHER OBLIGATION, LIABILITY OR RESPONSIBILITY TO USER OR ANY OTHER PARTY.
12. Indemnification. To the fullest extent permitted by law, User shall defend, indemnify, and hold harmless the RMF Parties from and against all claims arising from or in any way related to User’s use or misuse of the RMF website, Search Engine, and/or RMF Content, a violation by User of the Terms and Conditions, or any other actions connected with User’s use of the RMF website, Search Engine, and/or RMF Content, including any liability or expense, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees. RMF will provide prompt written notice of any such claims, but failure to provide such notice will not release User from any of User’s obligations pursuant to this Section except to the extent that User is actually prejudiced by such failure and will not relieve User from any other liability that User may have to the RMF Parties other than under this Section.
13. Term and Termination. The Terms and Conditions take effect at the time User begins using the Search Engine. RMF reserves the right, with or without notice, at any time and for any reason to deny User access to the RMF website or Search Engine or to any portion thereof, and to terminate the Terms and Conditions, in whole or in part. This Agreement will terminate automatically if User fails to comply with or violate these Terms and Conditions. User may terminate this Agreement at any time by ceasing to use the RMF website and the Search Engine, but all applicable provisions of the Terms and Conditions will survive such termination. Upon termination, User must destroy all copies of any portion of the RMF websites and Search Engine, including any RMF Content, in User’s possession.
14. Governing Law. This Agreement and all matters regarding User’s use of the RMF website or Search Engine shall be governed by, construed in accordance with, and enforced under the laws of the Commonwealth of Massachusetts, without regard to choice of law principles.
15. Waiver and Severability. The failure of RMF to exercise or enforce any right or provision in these Terms and Conditions shall not constitute a waiver of such right or provision.If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent of the law, and all other provisions shall remain in full force and effect.
16. Conditions. User represents, warrants, and covenants that User shall bind User’s employees, agents, or contractors that User provides with access to the Search Engine and require User’s employee’s, agents, or contractors to comply with these Terms and Conditions. User is responsible for ensuring that all persons who access the Website through your internet connection are aware of these Terms and Conditions and comply with them, and User will be responsible for breach of these Terms and Conditions by User’s employees, agents, or contractors.
17. Complete Agreement. The Terms and Conditions, together with any revisions, any Additional Terms and Conditions incorporated by reference constitutes the entire agreement between User and RMF relating to the Search Engine and its use by User and supersedes any previous written or oral communication regarding use of the Search Engine.