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Effective Date: February 2003
PLEASE READ THESE TERMS OF USE CAREFULLY BECAUSE THEY DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES. Please read through to the bottom and if asked, check the appropriate button to continue.
The Healthcare Leadership Council ("HLC") provides this Website as a service for and to its Registered Members only. If you are not a Registered Member and would like to know more about becoming a Registered Member, please contact us at 50StatePrivacyStudy@hlc.org for further information.
IMPORTANT LEGAL INFORMATION ABOUT PRIVACY & DISCLAIMERS
The legal information provided on the HLC’s Website is sponsored by Reed Smith LLP, a law firm which practices in this area of law. The HLC does not provide legal services and no attorney-client relationship is formed with Reed Smith LLP or any other representative of the HLC as a result of your use of this Website. In addition to the Terms of Use below, there are two very important categories of terms and conditions which apply to your use of our Website, form an integral part of your agreement with us and which we are incorporating into our agreement with you by this reference. Because of their importance we have placed them in separate sections entitled Disclaimers and Privacy Statement. You should click on these highlighted links and read the Disclaimers and Privacy Statement sections very carefully before you enter or use our Website because by entering or using our Website, you will be agreeing to everything in these Terms of Use, including the terms and conditions contained in the Disclaimers and Privacy Statement.
1. SCOPE OF AGREEMENT; IMPORTANT DEFINITIONS
These Terms of Use constitute a legally binding agreement ("agreement") between you and the Healthcare Leadership Council (hereinafter, "HLC", "we", "us" or "our") in connection with your use of our Website currently found at www.statehipaastudy.com. You acknowledge and understand that if you use our Website, you are agreeing to be bound by and comply with the terms and conditions of this Agreement. If for any reason and at any time, you do not agree to or wish to be bound by all the terms and conditions of this agreement, including, without limitation, these Terms of Use, the Disclaimers and Privacy Statement, do not use our Website.
When we use the term "Website," we are referring to and mean any and all information, content, data, products, materials and services available on or through the HLC’s web site or web pages, as well as any and all mirror, equivalent, comparable, replacement, substitute or backup sites, pages, resources, functions and facilities. Certain sections of our Website may refer to, link to, describe or contain other policies, rules and additional terms and conditions, including, without limitation, our Privacy Statement and our Disclaimer, all of which form a part of our agreement with you and which collectively constitute the entire and exclusive agreement between you and the HLC regarding use of our Website.
When we refer to the "use" of our Website or "using" our Website, we mean any time you, directly or indirectly, with or without the aid of a machine or device, enter, access, use, display, view, print or copy from our Website, transmit, receive or exchange data or communicate with our Website, or utilize, initiate, take advantage of, benefit from or interact with any function, service or feature of our Website for any purpose whatsoever or if you attempt to do any of these things. For ease of reference, we may also refer to you or any other person, firm or enterprise that uses our Website as a "user" or "registered user."
This agreement does not cover any agreement, understanding or terms and conditions which may apply to your membership, relationship or authorization with or from the HLC, nor your relationship with any Registered Member that may give you authorization and permission to use our Website.
2. REGISTERED USERS
This Website is only for the use of and offered, made available and provided for the benefit of users designated by authorized and participating HLC members or by those who are otherwise authorized by the HLC (each, a "Registered Member"). If you are not a Registered Member, are not authorized or have not been granted permission to use our Website or if you are not sure if you have such proper authorization or permission, please contact the HLC at 50StatePrivacyStudy@hlc.org.
We provide each Registered Member with a unique user identification code and password to enter and use the non-public features and functions of our Website. The user identification code, password, and any other codes or passwords are collectively referred to herein as "IDs." IDs are unique to each Registered Member and it is the Registered Member that has the responsibility and authority to determine which individuals, employees, agents and/or representatives will be authorized to use our Website for, on behalf of or at the discretion of that Registered Member. We may also provide persons, firms or enterprises who are not Registered Members, with IDs in accordance with the HLC's then current policies and practices applicable to the permitted use of our Website. You will receive any IDs necessary for you to use our Website directly from the HLC or a Registered Member. You must keep the IDs provided to you strictly confidential. You agree that you will not disclose any Registered Member’s IDs or allow another to use your IDs to use the Website under any circumstances. You are solely responsible for maintaining the strict confidentiality of IDs provided to you and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. The HLC is not liable for any harm or damage caused by or related to the theft of IDs, the unauthorized or improper disclosure of IDs, improper use or abuse of IDs or if you or any Registered Member allows any other party to use the Website using any IDs. You agree to immediately notify us if you become aware of unauthorized use of any IDs or other need to deactivate an ID due to security concerns.
As an individual user, you will be required to enter the IDs provided to you and register to use our Website. You may also be required to provide us with certain information about you, in order for us to allow you to use the features and functions of our Website and/or to enable us to make your use of the Website more effective. It is your responsibility to keep the information which you provide to us current and up to date. We cannot and will not be responsible for any problems or liability which may arise if you do not give us accurate, truthful or complete information or you fail to update the information you give us. Please read our Privacy Statement which describes how we collect and use any personal information you provide to us. Since your authorization to use the Website is derived from permission granted to you by a Registered Member or the HLC, you further consent and authorize us to verify and confirm any and all the information we obtain from you or your use of the Website.
You are solely and exclusively responsible and liable for your activity, behavior, use and conduct on our Website and you (and, if applicable, the Registered Member) will also be liable and fully responsible for use of our Website or any other activity or conduct in connection with our Website by others who use IDs provided to you.
3. MODIFICATIONS TO THIS AGREEMENT AND OUR WEBSITE
We may add to, update, delete from or modify our Website at any time in our sole discretion. We also reserve the right, at any time and from time to time, for any reason in our sole discretion, to change the terms and conditions of this agreement. We will post or display notices of changes on our Website and we may also e-mail you about these changes. Once we post them on our Website, these changes become effective immediately. If any change we make is not acceptable to you, you must stop using the Website, because if you use the Website after they become effective it will signify your agreement to be bound by the changes. You can review and print out a current copy of this agreement, including these Terms of Use, the Disclaimers and the Privacy Statement, at any time. You should check back frequently and review all of the terms and conditions of this agreement regularly so you are aware of the most current rights and obligations which apply to you and your agreement with us.
4. PROPER USE OF OUR WEBSITE
You must comply with all local, state, federal or national laws, statutes, rules and regulations, as well as any treaties, which apply to your use of our Website and you must comply with your agreement with us, as well as all reasonable instructions we notify you from time to time regarding your use of our Website. If you do not, we may discontinue your right to use our Website immediately and without further notice. You are solely responsible for all activities, acts and omissions that occur through or in connection with your use of any IDs. You must not use, or allow, enable, knowingly condone or facilitate others to use, the Website in any manner that is, attempts to, or is likely to:
- be, libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually, racially, culturally, ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory or abusive or which may or may appear to, impersonate anyone else;
- affect the HLC adversely or reflect negatively on the HLC, any Registered Member, our Website, our goodwill, name or reputation or cause duress, distress or discomfort to us or anyone else, or discourage any person, firm or enterprise from using all or any portion, features or functions of our Website, or from advertising, linking or becoming a supplier to us in connection with our Website;
- send or result in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, or so called "spamming";
- be used for commercial or business purposes, including, without limitation, advertising, marketing or offering goods or services, whether or not for a charge or by linking with any other web site or web pages;
- transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horses or other potentially harmful programs or other material or information;
- violate any laws, regulations (including, without limitation, laws regarding the transmission of technical data or software exported from the United States), judicial or governmental order, any treaties or violate or infringe upon any intellectual property rights, rights of publicity or privacy, or any other rights of any other party;
- gain unauthorized access to the Website, other users’ or Registered Members’ IDs, information or other computers, web sites or pages, connected or linked to our Website or use our Website in any manner which violates or is inconsistent with your agreement with us;
- modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of our Website or any rights or the use of our Website by any other party; or
- collect, obtain, compile, gather, transmit, reproduce, view or display any information, whether personally identifiable or not, concerning any other party, in connection with their or your use of our Website, unless you have obtained their express permission to do so.
If you believe any other user is or has violated any of the terms of this agreement, please contact us at 50StatePrivacyStudy@hlc.org, providing us with reasonably sufficient information to investigate and evaluate your statements. We may not respond to you when you send us these e-mails and we reserve the right to take or refrain from taking any or all steps available to us once we receive any such e-mail, including, without limitation, contacting appropriate civil or criminal authorities or law enforcement agencies to assist or pursue any investigation or further action deemed necessary or appropriate to protect our interests and rights or to comply with applicable law and regulation.
5. PRIVACY
The HLC respects your privacy and the use and protection of your personal information is important to us. Please see our Privacy Statement for important information and disclosures relating to the collection, maintenance and use of your personally identifiable information in connection with our Website.
6. PROPRIETARY RIGHTS
Our Website and all content, information, reports, materials, software, programs, design, text, images, photographs, illustrations, audio and video material, artwork, graphic material, data, database and proprietary information and all copyrightable or otherwise legally protectible elements of our Website, including, without limitation, the selection, sequence, the ‘look and feel’ and arrangement of items, adaptations, translations and derivative works, and all trademarks, service marks logos and icons (individually and/or collectively, "Material"), are the property of the HLC, its legal sponsor, Reed Smith LLP, and/or its licensors or suppliers, and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign, laws, regulations and treaties. Unless the context clearly requires otherwise or we explicitly say so in writing, when we use the term "Website" it means and includes Material as well. You agree and consent to our use of information and data about you which is obtained through the use of our Website, in conjunction with information of other users of our Website, in aggregated, compiled and/or derivative form without identification or attribution to a particular user or Registered Member. We may also make such aggregate, compiled or derived information and data available to other users, whether for a fee or not; however, we will not identify you or the Registered Member in such information or data unless we obtain prior consent.
Other than for purposes related to your permitted use of our Website, you may not download, retransmit or reproduce anything available or obtained from our Website in any manner or in any form. You will not alter, erase or otherwise obscure any proprietary rights or other notices which to appear on our Website. Any and all rights not expressly granted by this Agreement, whether existing now or arising in the future, are hereby expressly reserved by us.
You are solely responsible and liable for anything you provide, enter or transmit using our Website, and for anything you distribute, reproduce, link to or otherwise transmit to others, whether obtained or derived from or through use of our Website or otherwise. We reserve the unconditional right to remove any information, data, text, graphics, content or other Materials on our Website, which we consider to be inconsistent or in violation of this agreement.
The Website is to be used solely for your non-commercial use, consistent with this agreement and the authorization and grant of permission from a Registered Member or the HLC and for no other purposes. You must not alter, delete or conceal any copyright or other notices contained on our Website, including notices on any Materials you may download, transmit, print or reproduce from our Website. You may not reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party web site), or otherwise use, any Material without the express prior written consent of the HLC and, if applicable, the ultimate owner if the HLC is not the owner. Any unauthorized or prohibited use, including a violation of the terms of this Agreement, may subject you to civil liability or criminal prosecution, or both, under applicable laws and regulations.
7. THIRD PARTY SITES
The Website may contain references, hypertext links, so called ‘buttons’, ‘click-throughs’ or other links or mechanisms which may direct your browser or your display to other web sites, web pages, materials, information and resources ("Third Party Websites"). You acknowledge and agree that the appearance, availability or your use of hyperlinks or any other form of link or re-direction of your connection to, with or through our Website, does not incur any obligation, responsibility or liability on our part, nor are we endorsing or responsible for or associated with any Third Party Websites. You should assume that any information or content on any Third Party Website did not originate with and has not been approved or verified by us. In fact, we may not even be aware of the specific content, information, features or capabilities associated with such Third Party Websites. We make no guarantees or representations as to, and have no liability for, any content delivered by any third party, including, without limitation, the accuracy, subject matter, quality or timeliness of any electronic content. We are not responsible or liable, in any manner whatsoever, for, in connection with or as a consequence of your use of any Third Party Website, even if you advise us of the possibility that damages may result. If any Third Party Website obtains or collects personally identifiable information from you, in no event shall the HLC assume or have any responsibility or liability. Please read our Privacy Statement which describes how the HLC collects and uses your personal information.
From time to time, you may communicate with, receive communications from, be re-directed to, interact with, participate in or use the services or obtain goods and services of or from third parties as a result of your use of our Website. These are strictly between you and such third party and the HLC shall not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, disclosures, covenants, contracts or other terms or conditions that may exist between you and the third party). We have no responsibility or liability whatsoever for goods or services you may order, request or obtain from or through Third Party Sites, even if you were directed or linked to such a site or page through our Website.
8. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
The Website and all Materials are provided to you on an "as is" and "as available" basis, and WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND/OR NON-INFRINGEMENT, or any warranties arising by course of dealing or custom of trade. Although the information on the Website is obtained or compiled from sources we believe to be reliable, we make no representation or warranty that the Website or any information, data, material, content, products or services are accurate, complete, appropriate, reliable, current or timely. We also make no representations or warranties that the Website will meet your requirements or that your access to and use of the Website will be uninterrupted or error-free, free of viruses, malicious code, or other harmful components, or otherwise secure or that the Website will be available or perform as described.
You and our Registered Members are assuming the entire risk as to use, quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of the Website. Neither the HLC, nor any of its directors, officers, employees, suppliers, agents or representatives will be liable or have any responsibility for any loss or damage you sustain if there is a delay, failure or interruption of your use of our Website, or arising from any act or omission of a third party, or from any other cause relating to your use or inability to use our Website, whether within our control or not.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE HLC, NOR ITS SUPPLIERS, SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER FORM OF DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE WEBSITE OR YOUR USE OF THE WEBSITE, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM AND WHETHER OR NOT THE HLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow the exclusion of certain warranties or certain limitations on damages and remedies, accordingly, some of the above exclusions and limitations may not apply to you.
Notwithstanding any claim that a sole or exclusive remedy which is provided in this agreement may or does fail of its essential purpose, you specifically acknowledge and agree that your sole and exclusive remedy for any loss or damage shall be to have the HLC, upon written notice from you to us, attempt to repair, correct or replace any deficient services.
You further understand and acknowledge the capacity of our Website, in the aggregate and for each user, is limited. Consequently some messages, requests for information and transmissions may not be processed in a timely fashion or at all, and some features or functions may be restricted or delayed or become completely inoperable. You acknowledge and agree that the HLC assumes no liability, responsibility or obligation to transmit, process, store, receive or deliver any messages, requests for information or reports and transmissions or for any failure or delay associated with any such messages, requests for information and transmissions. You are hereby expressly advised not to rely upon the timeliness or performance of our Website for any messages, requests for information and transmissions.
9. INDEMNITY
By using the Website, you agree to defend any claim or action against us, our officers, directors, employees, agents, licensors, representatives and suppliers, as well as the sponsoring law firm of Reed Smith LLP, and their partners, employees, representatives and agents resulting from use of the Website or breach of this agreement and hold us and Reed Smith LLP harmless against any consequences and to indemnify these parties for any liabilities and damages, including legal fees and expenses, incurred as a result of any such claim or action. We may participate in the defense and any negotiations settlement negotiations and you agree you may not settle any such claim or action which affects our (or Reed Smith’s or any Registered Member’s) legal rights or obligations, without our explicit written consent and you understand this will not relieve you of any responsibility if any court, judicial or governmental body or regulatory agency finds you have liability. The HLC disclaims any liability for errors or omissions, regardless of negligence, on behalf of any organization sponsoring the information and materials contained on or available through the use of the Website. The information, content and materials provided on this Website are not intended and should not be distributed or used by, any person, firm or enterprise anywhere where distribution or use would be contrary to the laws or regulations of that jurisdiction or country or which might subject the HLC, Reed Smith LLP, any of their respective suppliers, representatives or agents, to any registration, professional, governmental or regulatory filing requirement.
10. TERMINATION
We have the right to terminate this agreement, in our sole and absolute discretion, at any time and without notice or liability to you, and we may restrict, suspend or terminate your use of our Website, in whole or in part, and no such action will limit any other rights or remedies which are available to us. You may terminate this Agreement by providing us with notice of your termination and you must immediately discontinue and cease your use of the Website.
11. GOVERNING LAW AND INTERPRETATION; MISCELLANEOUS
The Website is operated by or on behalf of the HLC and is intended solely and exclusively for Registered Members and parties authorized and granted permission by Registered Members or the HLC as provided herein. This agreement and your use of our Website will be governed by the substantive laws of the State of New York, excluding its conflicts-of-law principles. In the conduct and adjudication of any claim or action you may have with the HLC, or any of its officers, directors, employees, suppliers, agents or representatives, you agree to submit to the exclusive jurisdiction and venue of the federal and state courts sitting in the County and State of New York. You expressly consent to the exercise of personal jurisdiction by such courts and agree you will not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, that the venue is not convenient or otherwise. To the extent it may be applicable, the parties agree to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act ("UCITA"). IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, YOUR USE OF OUR WEBSITE OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER MAY POSSESS TO A TRIAL BY JURY.
This agreement may not be modified except in writing signed by an authorized officer of the HLC or as may be posted on the Website from time to time. If any provision is held to be illegal, invalid or unenforceable, this will not affect any other provisions and the agreement will be deemed amended to the extent necessary to make it legal, valid and enforceable. No failure or delay in enforcing any provision shall be construed as a waiver of that or any other provision of this Agreement. No action, regardless of form, arising out of this Agreement may be brought by you more than one (1) year after the cause of action has arisen. Any provision which must survive in order to give effect to its meaning shall survive the termination of this Agreement.
This agreement, together with our Privacy Statement, our Disclaimer and any other rules, regulations, procedures and policies which we refer to or subsequently provide to you, and which are hereby incorporated by reference, contains the entire understanding and agreement between you and the HLC and supersedes any and all prior or inconsistent understandings relating to the Website and your use of the Website.
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September 07, 2010
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