These Terms of Use (“Terms of Use”) govern your use, whether personally or on behalf of entity (“you”), of Hospicematch, Inc’s websites, services, proprietary software, and products (collectively, “Service(s)”). Please read these Terms of Use carefully before using our Service. By using our Service you accept these Terms of Use. If you do not agree to these Terms of Use, you may not access or otherwise use the Services.
Changes to Terms of Use.
We reserve the right, in our sole discretion, to change, modify, add, or remove portions of the Terms of Use at any time, so we encourage you to review the Terms of Use periodically.
Privacy Policy.
Our privacy policy describes our practices concerning data that you provide or that we may collect or share about you through the Service, and by accepting these Terms of Use, you consent to our collection, use, and disclosure of data in compliance with our Privacy Policy.
Proprietary Rights.
As between you and us, we or our licensors, as applicable, own, solely and exclusively, all rights, title and interest in and to the Services, all the content (including, without limitation, text, photographs, graphics, audio, visual, and audiovisual content), code, data and materials thereon, the look and feel, design and organization of the Services, and the compilation of the content, code, data, and materials on the Services, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. Your use of the Services does not grant to you ownership of any content, code, data, or materials you may access on or through the Services.
Limited License.
You may access and view the content on the Services on your computer or other device, and make single copies or prints of the content on the Services at your own risk and for your personal, non-commercial, and internal use only, provided that you keep intact all copyright and other proprietary notices contained therein and use the same in accordance with all restrictions applicable to your use of the Services in general. Use of the Services, is only for your personal, non-commercial use. You may not use the Services for commercial purposes or in any way that is unlawful, or harms us or any other person or entity, as determined in our sole discretion.
Prohibited Use.
Any commercial or promotional distribution, publishing, or exploitation of the Services, or any content, code, data, or materials on the Services, is strictly prohibited unless you have received the express prior written permission from authorized personnel of HospiceMatch or the otherwise applicable rights holder. Other than as expressly allowed herein, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell, or otherwise exploit any content, code, data, or materials on or available through the Services. You further agree that you may not alter, edit, delete, remove, otherwise change the meaning or appearance of, or repurpose, any of the content, code, data, or other materials on or made available through the Services. This includes, without limitation, the alteration or removal of any Trademarks (as defined in “Trademarks” section below) or any other proprietary content or proprietary rights notices. If you make other use of the Services, or the content, code, data or materials thereon, except as otherwise provided above, you may be subject to liability for such unauthorized use (including, without limitation, for violations of copyright and other applicable laws).
The Services are not intended for use by minors under the age of 18. No one under age 18 is allowed to provide any personally identifiable information. To use the Services, you must be 18 or older and by your use thereof, you represent and warrant that you are over the age of 18.
Trademarks.
The trademarks, logos, service marks, and trade names (collectively the “Trademarks”) displayed on the Service or on content available through the Service are registered and unregistered Trademarks of ours and others and may only be used in accordance with Section 4 above, provided that such use may not be likely to cause customer confusion or, in any manner, disparage, or discredit their rights holders. All Trademarks not owned by us that appear on the Services, if any, are the property of their respective owners. Nothing contained on the Services grants, by implication, estoppel, or otherwise, or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Services without our written permission or that of the third party rights holder.
Indemnification.
By using the Services you acknowledge and agree that, in the event that it becomes necessary or advisable for us to defend ourselves, in a court of law or otherwise, we may rely on your representations and warranties contained herein. You agree to defend, indemnify, and hold HospiceMatch, its affiliates and representatives and each of their respective directors, officers, employees, and agents harmless from any and all claims, liabilities, costs, and expenses, including reasonable attorneys’ fees and other costs of enforcing these Terms of Use, arising in any way from your use of the Services or your breach or violation of the law or of these Terms of Use. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim and to reimburse us for the reasonable costs and expenses thereof.
DISCLAIMER OF WARRANTIES.
THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL FEATURES, CONTENT, FUNCTIONS AND MATERIALS PROVIDED THROUGH THE SERVICES, ARE PROVIDED “AS IS,” “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, DISPLAYABILITY, ACCURACY, USEFULNESS, CORRECTNESS, PRECISION, THOROUGHNESS, COMPLETENESS OF CONTENT OR INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT THAT THE SERVICE, CONTENT, FUNCTIONS OR MATERIALS PROVIDED THROUGH THE SERVICE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET USERS REQUIREMENTS.
HOSPICEMATCH ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR EQUIPMENT ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SERVICE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, INFORMATION, TEXT, IMAGES, OR OTHER CONTENT FROM THE SERVICES.
WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE SERVICES AT ANY TIME AND WITHOUT ANY PRIOR WARNING. WE WILL NOT BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE SERVICES.
UNDER NO CIRCUMSTANCES DOES YOUR USE OF THE SERVICES FORM ANY RELATIONSHIP (OTHER THAN THE CONTRACTUAL RELATIONSHIP CREATED BY THIS TERMS OF USE), WHETHER IMPLIED OR EXPRESS, WITH HOSPICEMATCH. HOSPICEMATCH HEREBY DISCLAIMS ANY SUCH RELATIONSHIP AND ANY LIABILITY ARISING AS A RESULT OF ITS USE OF ANY CONTENT CONTAINED ON THE SERVICES.
Data Disclaimer.
HOSPICEMATCH IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR DATA, FACILITIES OR EQUIPMENT BY INDIVIDUALS OR ENTITIES USING THE SERVICES OR FOR UNAUTHORIZED ACCESS TO, ALTERATION, THEFT, CORRUPTION, LOSS OR DESTRUCTION OF YOUR CLIENT DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE SERVICES, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS, AND FOR PROTECTING YOUR DATA AND PROGRAMS FROM LOSS BY IMPLEMENTING APPROPRIATE SECURITY MEASURES, INCLUDING ROUTINE BACKUP PROCEDURES. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY PRODUCTS. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY CLIENT DATA TRANSMITTED OR RECEIVED THROUGH OUR PROVISION OF THE SERVICES.
Medical Disclaimer.
HOSPICEMATCH IS A SOFTWARE COMPANY, NOT A HEALTHCARE PROVIDER. HOSPICEMATCH IS NOT ENGAGED IN RENDERING MEDICAL, CLINICAL, OR OTHER HEALTH-RELATED ADVICE. IF MEDICAL OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT MEDICAL PROFESSIONAL SHOULD BE SOUGHT. YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISIONS MADE OR ADVICE GIVEN AS A RESULT OF THE USE OF THE SERVICE AND FOR THE SELECTION OF THE SERVICE TO ACHIEVE YOUR INTENDED RESULTS. YOU FURTHER AGREE THAT AS THE TREATING PHYSICIAN OR OTHER HEALTH CARE PROVIDER, YOU HAVE VERIFIED REQUISITION BENEFIT OR REQUISITION HISTORY INFORMATION WITH EACH PATIENT AND/OR THE PATIENT’S REPRESENTATIVES BEFORE SUCH INFORMATION IS RELIED UPON OR UTILIZED IN DIAGNOSING OR TREATING THE PATIENT. HOSPICEMATCH DOES NOT AND CANNOT INDEPENDENTLY VERIFY OR REVIEW THE INFORMATION TRANSMITTED THROUGH THE SERVICE FOR ACCURACY AND COMPLETENESS. THE SERVICE IS NOT INTENDED TO SERVE AS A REPLACEMENT FOR A WRITTEN REQUISITION WHERE NOT APPROVED AS SUCH BY THE APPROPRIATE GOVERNMENTAL AUTHORITIES OR WHERE SUCH WRITTEN REQUISITION IS REQUIRED FOR RECORD KEEPING PURPOSES, OR APPLICABLE REQUISITION DOCUMENTATION. USE OF THE SERVICE IS NOT A SUBSTITUTE FOR A HEALTHCARE PROVIDER’S STANDARD PRACTICE OR PROFESSIONAL JUDGMENT. ANY DECISION WITH REGARD TO THE APPROPRIATENESS OF TREATMENT, OR THE VALIDITY OR RELIABILITY OF INFORMATION, IS SOLELY YOUR RESPONSIBILITY. HOSPICEMATCH IS NOT RESPONSIBLE FOR DATA ERRORS WITHIN THE SERVICE, REGARDLESS OF THEIR SOURCE.
LIMITATION OF LIABILITY.
IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL HOSPICEMATCH, ANY OF ITS AFFILIATES OR REPRESENTATIVES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SERVICES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OF USE OR YOUR USE OF THE SERVICES EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO HOSPICEMATCH FOR YOUR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SERVICES.
Applicable Laws.
We control and operate the Service from our offices in the United States of America. We do not represent that materials on the Service are appropriate or available for use in other locations. Persons who choose to access the Service from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
Termination.
We may terminate, change, suspend or discontinue any aspect of the Services (including, without limitation, content, features, or hours of availability), at any time and for any reason. We also reserve the right to transfer our business and the Service to a third party. We may restrict, suspend or terminate your access to the Service if we believe you are in breach of our terms and conditions or applicable law, or for any other reason without notice or liability. If we have banned you from the Services, you may not return to the Services for any reason or in any manner. Once you have been banned from use of the Services, you may not thereafter use the Services under a new username or identity. In the event that you do return, or attempt to return, to the Services after you have been banned, you will be deemed to have breached these Terms of Use, and we reserve the rights to obtain reimbursement from you for any costs and expenses incurred to enforce these Terms of Use and otherwise to pursue all rights and remedies available to it at law or in equity with respect to such breach. We maintain a policy to terminate the Services‟ use privileges of users who repeatedly infringe the intellectual property rights of others (including our own).
Dispute Resolution. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between you and HospiceMatch arising under or related in any way to this Agreement, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of our websites.
YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND HOSPICEMATCH ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND HOSPICEMATCH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and HOSPICEMATCH must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in New York, NY. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in New York City, New York. Claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall be exclusively brought in the state and federal courts located in New York City, New York.
This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the State of New York, USA without giving effect to any law that would result in the application of the law of another jurisdiction.
Entire Agreement.
This Agreement (including the Privacy Policy) constitutes the entire agreement between you and us regarding the use of the HospiceMatch Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without HospiceMatch’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
Miscellaneous.
The Terms of Use, and the relationship between you and us, shall be governed by the laws of the State of New York, United States of America, without regard to conflict of law provisions. With respect to any disputes or claims not subject to arbitration (as set forth in Section 12 above), you agree that any cause of action that may arise under the Terms of Use shall be commenced and be heard in the appropriate court in the State of New York, County of New York, in the United States of America. You agree to submit to the personal and exclusive jurisdiction of such courts. Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.
Questions.
If you have questions about these Terms of Use, please contact us at: support@hospicematch.com
