By using our Service and associate Portal (“Portal”) and signing the subscription form as part of the ordering process, you agree to comply with and be bound by the terms and conditions of use set out herein (“Terms”) of Policy Reporter and its affiliates (collectively, “Policy Reporter”). Please review the following Terms carefully. Your order and agreement to these Terms is our “Agreement”.
If you are entering in to this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case the terms “you” or “your” shall refer to such entity.
1. Description of Service
Policy Reporter may provide you with access to certain proprietary materials (“Materials”), resources, data, links and downloads, including medical policy related information (collectively, and together with Materials, the “Service”). The scope of the Service specific to you is outlined in the “Order Form” you completed. The Service, including any updates, additional orders and enhancements, are subject to these Terms.
2. License Grant and Restrictions
Policy Reporter hereby grants you a company-wide non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to these Terms. All rights not expressly granted to you are reserved by P olicy Reporter and its licensors. You may distribute the username and password for use within your company only. You agree not to distribute, make available, rent, lease, loan, sell, license or sublicense the username and password or access to the Portal outside of the your company.
You may not access the Service if you are a direct competitor of Policy Reporter, except with Policy Reporter’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or Materials in any way; (ii) modify or make derivative works based upon the Service or Portal; (iii) create Internet “links” to or “frame” or “mirror” the Service or Portal on any other server or wireless or Internet-based device; (iv) use any data mining, robots, or similar data gathering and extraction methods with respect to the Service or Portal; or (v) reverse engineer or access the Service or Portal for any reason whatsoever, including without limitation to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service or Portal, or (c) copy any ideas, features, functions or graphics of the Service or Portal.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or Portal or the data contained therein; or (v) attempt to gain unauthorized access to the Service or Portal or its related systems or networks.
WE RESERVE THE RIGHT TO REFUSE ACCESS TO THE SERVICE TO ANYONE FOR ANY REASON AT ANY TIME, INCLUDING WITHOUT LIMITATION FOR BREACH OR ALLEGED BREACH OF THIS GRANT OF LICENCE TO YOU.
3. Copyright and Intellectual Property
The Service provided by Policy Reporter, are protected by copyright, trademark, patent, and/or other intellectual property laws and rights, and any unauthorized use of the Service may violates such laws and these Terms.
All content provided by Policy Reporter in connection with the Service is protected under copyright law. Unless authorized in writing by Policy Reporter or elsewhere in these Terms, you must not reproduce or distribute in any form, whether or not for commercial purposes, any part of the Service. Unless indicated otherwise, you may view, download, copy, and print Policy Reporter documents from the Service or Portal, as long as such documents are for your use only and are not posted, distributed, modified, including being defaced or remove copyright, trademark or other intellectual property ownership notices.
4. Trademark and Servicemarks
The trademarks, logos, and service marks displayed on this Site or used by Policy Reporter (collectively, “Marks“) are the property of Policy Reporter, its parent company or other third parties. You are not permitted to use the Marks without the prior written consent of Policy Reporter or such third party that may own the Marks. All other trademarks and registered trademarks are the property of their respective owners.
5. Use of the Portal
The Portal, software and its code that is made available for the client is copyrighted and owned by Policy Reporter and its respective parent company. Use of the portal will be governed by these Terms. You agree that you will not decompile, reverse engineer, or otherwise attempt to discover the source code of the software available on the Portal.
6. Accuracy of Information
While Policy Reporter endeavors to provide the most accurate and up-to-date information possible, it does not warrant, represent or in any way guarantee the availability, use, timeliness, security, validity, accuracy, or reliability of, or the results of the use of the content or data of (i) the Service, site or Portal, (ii) data obtained from third-parties; or (iii) other websites linked to or from this site.
7. Editing, Deleting and Modification
We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the site or Portal.
You agree to indemnify, defend and hold Policy Reporter and our partners, agents, suppliers, licensors attorneys, staff and affiliates or related parties (collectively, “Affiliated Parties”) harmless from any liability, loss, damages, claims, costs and expenses, including reasonable attorney’s fees suffered or incurred by Policy Reporter and Affiliated Parties, arising directly or indirectly from: (i) your violation of these Terms, (ii) your use of the Service or use of the Portal and any associated data; or (iii) your violation of any third-party right, including without limitation, any intellectual property right; whether or not intentionally malicious, inadvertent, wrongful or negligent.
You will cooperate as fully required by Policy Reporter in the defense of any claim. Policy Reporter reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Policy Reporter.
9. Disclaimer and Limitation of Liability
POLICY REPORTER AND ITS AFFILIATES (AS DEFINED IN THESE TERMS) MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE, PORTAL OR ANY CONTENT. POLICY REPORTER AND ITS AFFILIATES DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE OR PORTAL WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT CONTAIN ERRORS OR OTHER LIMITATIONS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAY BY POLICY REPORTER AND ITS AFFILIATES.
POLICY REPORTER MAKES NO WARRANTY THAT THE SERVICE OR PORTAL WILL ALWAYS BE AVAILABLE, THAT THEY WILL BE ERROR FREE, OR THAT THEY WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE, PORTAL OR ANY RELATED THIRD PARTY SERVICES AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR DEVICES AS A RESULT OF USING THE SERVICE OR PORTAL, INCLUDING ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, OR USE OF THIS SITE, SERVICE OR PORTAL.
10. Limitation of Liability
WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY
INFORMATION, THE SERVICE OR PORTAL. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES THAT MAY RESULT FROM USE OR INABILITY OF USE OF OUR SERVICE OR PORTAL. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THE PORTAL AND SERVICE AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE, SERVICE OR PORTAL SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
OUR MAXIMUM LIABILITY TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE PURCHASE PRICE YOU PAY FOR ANY SERVICE, GOODS, OR INFORMATION FROM POLICY REPORTER.
11. Links to other Web Sites
The Site may contain links to other Web sites. We are not responsible for the content, accuracy or opinions express in such Web sites, and such Web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked Web site on our Site does not imply approval or endorsement of the linked Web site by us. If you decide to leave our Site and access these third-party sites, you do so at your own risk.
By using this Service, the company or outside contracted services such as “Google Analytics” may collect, maintain and process usage data and related information including but not limited to information about your computer, system and software usage. The data is used for the provision of software updates, product support and other services offered to you by Policy Reporter. This information will not be sold, distributed or made available outside of offering the Service. Policy Reporter does not sell the names and addresses of our customers and/or site users to outside vendors.
When you use our site, we collect anonymous information. Anonymous information is information about how you use our site (such as places visited and searches performed). Anonymous information also includes the domain names and/or IP addresses of browsers that visit our site, time of day the site was visited, and other non-personally identifiable information. Anonymous information is information that is not tied to any individual, but helps Policy Reporter characterize the website users to improve our services.
13. Non-Payment and Suspension
In addition to any other rights granted to Policy Reporter herein, Policy Reporter reserves the right to suspend or terminate this Agreement and your access to the Service and Portal if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 5% per annum on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for your Service during any period of suspension. If you or Policy Reporter initiates termination of this Agreement, you will be obligated to pay any balance due on your account. You agree that Policy Reporter may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Policy Reporter reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Policy Reporter has no obligation to retain your customer data and that such data may be irretrievably deleted if your account is 30 days or more delinquent.
14. Assignment, Change in Control
This Agreement and any use of the Service and Portal may not be assigned by you without the prior written approval of Policy Reporter but may be assigned without your consent by Policy Reporter to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Policy Reporter directly or indirectly owning or controlling 50% or more of you shall entitle Policy Reporter to terminate this Agreement for cause immediately upon written notice.
15. Your Responsibilities
You are responsible for all activity occurring under your user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service and Portal, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Policy Reporter immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Policy Reporter immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your users; and (iii) not impersonate another Policy Reporter user or provide false identity information to gain access to or use the Service and Portal.
You are in breach of this Agreement if you fail to pay any amount owed to Policy Reporter when due, or if you fail to comply with these Terms. Unless otherwise stated, fees for Service are due in advance and subject to payment terms in the invoice(s) for the Service, which are incorporated into these Terms by reference. If you are in default, Policy Reporter may take any or all of the following actions to remedy the default and protect its interests: (a) declare all unpaid monies immediately due and payable; (b) terminate Service; (c) or take any other lawful action Policy Reporter may deem appropriate to enforce your obligations under this Agreement. You agree to pay costs and reasonable attorney’s fees Policy Reporter may incur enforcing its rights under this Agreement.
17. Term and Termination
You agree that the term set out in any corresponding signed order form or SOW is non-cancellable unless otherwise specified. You also agree to pay for all amounts specified on the SOW or Order Form in accordance with invoices provided by Policy Reporter. You agree that these Terms shall remain in effect for as long as you subscribe to, renew, or use the Service. You agree that this Agreement can only be terminated by you after you have stopped using the Service and have paid all monies owed to Policy Reporter. You agree that Policy Reporter can terminate this Agreement at any time with or without cause, if Policy Reporter has reason to believe that you are violating the Terms in any way, or if the Service is permanently discontinued. Each renewal of Service shall again be subject to these or modified Terms in effect at the time of renewal.
We do not offer refunds on any service or product, except for circumstances where Policy Reporter is unable to delivery on the services or product ordered by you, through no fault of yours.
This Agreement shall be treated as though it were executed and performed in Seattle, Washington, and shall be governed by and construed in accordance with the laws of the State of Washington (without regard to conflict of law principles). Any cause of action by you with respect to the Service (and/or any information, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in Seattle, Washington. You expressly submit to the exclusive jurisdiction of said courts and consents to extra-territorial service of process. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Service is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.