By executing a quote (“Quote”) which references this Agreement (defined below), or by accessing or using The Risk Management Foundation of the Harvard Medical Institutions
Incorporated’s (“RMF”) Candello Discover Clinical Events search engine or any information available on or output from the Candello Discover Clinical Events search engine (the “Search Engine”), the institution named in the Quote (“User”) agrees to comply with and be bound by these Terms and Conditions for Use of The Risk Management Foundation of the Harvard Medical Institutions Incorporated’s Candello Discover Clinical Events search engine (this “Agreement”). Please read this Agreement carefully as well as the Privacy Policy and 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.”
I. 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 the 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.
II. License Restrictions. Unless otherwise expressly stated in the Terms and Conditions
or if User receives prior written consent from an authorized representative of RMF, User
may not modify, translate, create derivative works of, copy, distribute, market, display,
remove or alter any part of the RMF website, the Search Engine, Like-Case Content, 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 RMF website, the Search Engine or any Like-Case Content
(as defined below), or any portion thereof. Further, User may not: (i) use the RMF website
or Search Engine 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 RMF
website of Search Engine, including Like-Case Content; (ii) interfere with the proper
working of the RMF website or Search Engine including, but not limited to, the
transmission of any virus, worm, trap door, back door, timer, clock, Trojan horse, or other
limiting routine, instruction or design; (iii) interfere with any other person's use and
enjoyment of the RMF website or Search Engine; or (iv) attempt to de-identify or de-
aggregate any of the data on the RMF website, the Search Engine or Like-Case Content in
order to attribute the data to a certain individual or entity.
III. User’s Acceptance; Revisions to Terms of Use. 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 RMF website and the Search
Engine. By using the Search Engine or RMF website 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.
IV. 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.
V. 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 RMF website and Search
Engine and that User will not interfere with the use and enjoyment of the RMF website or
Search Engine by other users. User warrants that it will not share its account and login
information, including its password, with any third party or let anyone else access or use its
account.
VI. Proprietary Rights. The content of the RMF website and Search Engine includes,
without limitation: (i) RMF’s trademarks, service marks, logos, brands, and brand names,
trade dress and 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; and (iii) 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 RMF website and Search Engine (the
items identified in subsections (i) (ii) and (iii) shall be collectively referred to herein as
“Like-Case Content”). Like-Case Content, which includes content produced by RMF in the
Search Engine and the output of the Search Engine, is either the sole property of the RMF or
RMF is a licensee of such content, and Like-Case 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 Like-Case Content by User,
or by User through any other person or entity, 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
Like-Case Content, including any such notices appearing on any Like-Case Content User is
permitted to download, transmit, display, print, or reproduce from the RMF website and
Search Engine.
VII. Standard of Care Disclaimer. No Like-Case Content published on the RMF website
or the Search Engine is intended to establish a standard of care for a health care provider
and, therefore, should not be interpreted as such.
IX. Patient Information. The RMF website, 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
User’s ability to receive, disclose, or make use of Patient Information, including
transmitting Patient Information to others. User warrants 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 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.
X. Links to Third-Party Websites. The RMF website or 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.
XI. Warranties Disclaimed. THE RMF WEBSITE, SEARCH ENGINE, AND LIKE-CASE
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 RMF WEBSITE, SEARCH ENGINE OR
LIKE-CASE CONTENT, OR ANY RESULTS THAT MAY BE OBTAINED BY USER, ARE
COMPLETE, ACCURATE, RELIABLE OR NON-INFRINGING; (ii) ACCESS TO THE RMF
WEBSITE OR 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 RMF WEBSITE OR
SEARCH ENGINE WILL MEET USER’S EXPECTATIONS; OR (iv) LIKE-CASE CONTENT WILL
REMAIN UNCHANGED OR ACCESSIBLE ON THE RMF WEBSITE AND 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 NON-
INFRINGEMENT OF INTELLECTUAL PROPERTY.
XII. 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 RMF WEBSITE OR SEARCH ENGINE AND/OR ANY LIKE-CASE CONTENT; (ii)
FROM ANY INTERRUPTION IN THE AVAILABILITY OF THE RMF WEBSITE AND/OR LIKE-
CASE 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 RMF WEBSITE OR SEARCH ENGINE; (vi) FROM ANY DELAY OR FAILURE OF THE
RMF WEBSITE ARISING OUT OF CAUSES BEYOND RMF’S CONTROL; (vii) OUT OF THE USE
OF, REFERENCE TO, OR RELIANCE ON, THE LIKE-CASE CONTENT; (viii) OUT OF ANY
THIRD PARTY MATERIALS, INFORMATION, PRODUCTS AND SERVICES CONTAINED ON,
OR ACCESSED THROUGH, THE RMF WEBSITE OR 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 LIKE-CASE CONTENT. In the event User is dissatisfied with, or
disputes, the Terms and Conditions, the RMF website, Search Engine, and/or the Like-Case
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.
XIII. 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 of the RMF website, Search Engine and/or Like-Case 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 Like-Case 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’sobligations 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.
XIV. Term and Termination. The Terms and Conditions took effect, or will take effect, at
the time User began or begin using the RMF website or 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 part or in whole. This Agreement will terminate automatically if User fails to
comply with or violate them. User may terminate these 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 Like-Case
Content, in User’s possession.
XV. 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.
XVI. Waiver and Severability. The failure of RMF to exercise or enforce any right or
provision in these Terms of Use shall not constitute a waiver of such right or provision. If
any provision of these Terms of Use 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.
XVII. Terms and Conditions. User warrants that User will bind User’s employees, agents
or contractors that User provides with access to the RMF website or Search Engine
pursuant to a Quote to comply with these Terms and Conditions.
XVIII. The data in the Search Engine is anonymous, de-identified data, which is not
attributable to any one person or institution.
XIX. 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 RMF website and the Search Engine and
its use by User, and supersedes any previous written or oral communication regarding use
of the RMF website or Search Engine.