Terms and Conditions

For use of the Risk Management Foundation of the Harvard Medical Institutions Incorporated’s Candello Discover Clinical Events

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.

Policy Agreement

Click to agree and to submit your agreement to the Candello Discover Clinical Events legal team. As soon as payment has been received, you will be issued a license within the prescribed turnaround time mentioned in the email.