AHA Healthcare DataViewer Terms
The following terms (the “Agreement”) constitute a legally binding agreement between you and Health Forum, LLC, an American Hospital Association company (together with its successors and assigns, “Licensor”).
BY CLICKING ON THE “I ACCEPT” BUTTON AT THE END OF THESE TERMS OF SERVICE, YOU AND YOUR ORGANIZATION AGREE TO BE LEGALLY BOUND TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING USE OF THE DATAVIEWER SERVICE AND ALL DATA AND CONTENT THEREIN. YOU WARRANT THAT YOU HAVE THE REQUISITE AUTHORITY TO BIND YOUR ORGANIZATION TO THESE TERMS.
1. License Grant; Restrictions on Use.
(a) License. Subject to the terms of this Agreement, Licensor hereby grants to you a non-exclusive, non-transferable, non-sublicensable license to access the DataViewer service at the level you subscribed to (the “Service”) and all data and content accessed therein (collectively, the “Content”) during the term of your License.
(b) Number of Users. Your license is for a single user within your company unless and until you purchase and pay for additional user licenses from Licensor, in which case your use is limited solely to the number of user licenses you have purchased. Unless otherwise expressly noted on the Service web site, organizations may only subscribe for up for an aggregate of five (5) total users through the automated License process. Organizations desiring more than five users must work directly with one of Licensor’s sales representatives.
(c) Free Look-Ups: To the extent the Service permits you to access free reports or look-ups, all Content accessed thereunder is subject to the terms of this Agreement. Such features are made available solely for reasonable demonstration purposes to enable you to evaluate the Service. You may not use such features for any commercial purpose or as a proxy to circumvent paid Licenses or purchase of one-off reports.
(d) One-Off Reports: To the extent the Service permits you to purchase one-off reports without an on-going License, you may only access and utilize the reports that you have purchased. All Content contained in these reports is subject to the terms of this Agreement.
(e) Restrictions on Use. You may use the Service for your internal business purposes only, provided that such internal business purposes may include incorporation of components of search results generated through the Service into materials and analyses you create for internal use and/or for limited, ad hoc dissemination to internal and external clients for whom you prepare customized reports or analyses. However, you may not resell access to the Service or Content, use the ad hoc dissemination as a proxy in an attempt to circumvent the limitation on number of users, or otherwise incorporate any component of the Content into any product or service that is competitive with, or which may serve as a full or partial replacement for, the Service or Content. You may not share, broadcast, distribute, sell, lease, loan, transfer, reverse engineer, disassemble, modify, create derivative works of or translate any Content and may not use the Service or Content in any service bureau or other commercial activity for use by third parties. In any event, you may not publish or otherwise make publicly available any of the Content, whether on your website, in a generally available product or otherwise. While you may have contact with individual health care institutions that contribute to the Content in the course of your normal business operations, you agree not to contact any such institution specifically about any data contributed to the Content. You may not remove, obscure, or alter Licensor’s proprietary rights notices or restriction notices incorporated into the Service or any Content generated through use of the Service.
(f) Monitoring. You shall take all reasonable measures to ensure that your personnel comply with the terms of this Agreement, restrict access to the Service and Content, and only utilize the Content for the purposes expressly permitted hereunder. Licensor reserves the right to monitor and audit your use of the Service and Content. Licensor reserves the right to limit or suspend your access to the free look-ups, one-off reports or the License Service if excessive use of the Service occurs or if you use the Service in a manner that degrades or impairs operation of the Service.
2. Term, Termination.
(a) Initial Term. Unless terminated earlier in accordance with this Section 2, the term of this Agreement shall be the License term specified at the time you subscribed to the Service. With respect to one-off reports purchased or accessed for free through the Service without a License, your license to use the applicable Content shall expire one (1) year from the date of downloading the applicable report.
(b) Renewal. Your access to the Service and license to use the Content shall terminate upon expiration of your License unless you renew your License and/or purchase the then current one-off report. All such renewals shall be subject to Licensor’s then current rates and terms.
(c) Termination. Either party may terminate this Agreement upon ten (10) business days’ notice if the other party breaches this Agreement and fails to cure such breach within such ten (10) day period. Upon termination or expiration of this Agreement for any reason whatsoever, you must cease use of the Service and destroy all copies of the Content in your possession or control except to the extent components of the Content have been incorporated into reports and analyses permitted under Section 1(e). Upon request, you shall certify to Licensor that you have done so.
3. Payment Terms. Licensor reserves the right to require payment prior to delivering the Service or Content unless otherwise specified in Licensor’s applicable order form. All renewal terms and license expansions are subject to Licensor’s then current rates.
4. Ownership; Confidentiality. You acknowledge and agree that the Service and all Content constitute the proprietary and confidential information of Licensor and its licensors, and that Licensor and its licensors own all copyrights, trademarks, patents, trade secrets and other proprietary rights in and to the Service and Content. Nothing in this Agreement shall be construed to grant you any ownership interests or rights in or to the Service or Content. You hereby agree that you will not challenge Licensor’s and its licensors’ proprietary rights in and ownership of the Service and Content. You agree to keep access to the Service and all Content confidential, disclose the Content only to those of your employees that have a need to know such information, and shall not disclose the Content to any third party or allow any third party to have access to the Content except as expressly permitted in Section 1(e).
5. Disclaimer of Warranties. Licensor does not warrant the accuracy or the currency of the Content that you download through the Service and any individual report may reflect data that was current as of the date of aggregation but which may no longer be current. Moreover, all data is self-reported from the applicable institutions and Licensor is not responsible for validating the data. Notwithstanding anything to the contrary in this Agreement, on the web site or in any related marketing materials, THE SERVICE AND CONTENT ARE PROVIDED “AS IS” AND LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF THE CONTENT. YOUR USE OF THE SERVICE AND CONTENT IS AT YOUR OWN RISK. You understand that Licensor cannot and does not guarantee or warrant that the service will be available all of the time or that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. Licensor does not assume any responsibility or risk for your use of the Internet. Individual data elements may vary from year to year. If a certain question is no longer asked, the respective data may not be available. AHA will not be liable for the unavailability of any data.
6. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL LICENSOR OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, DAMAGES RESULTING FROM DELAY OR INTERRUPTION OF SERVICE, VIRUSES, DELETION OF FILES OR ELECTRONIC COMMUNICATIONS, OR ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE SERVICE OR CONTENT, WHETHER OR NOT THERE IS NEGLIGENCE BY LICENSOR OR ITS LICENSORS. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LICENSOR AND ITS LICENSORS TO YOU UNDER ANY CAUSE OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE FEES PAID BY YOU TO LICENSOR FOR THE APPLICABLE CONTENT DURING THE THEN CURRENT TERM.
7. Modification of Terms. Licensor may revise and update this Agreement from time-to-time by posting the revised term to the Service and the applicable web site(s). Your continued use of the Service means that you accept and agree to the revised Terms of Service; provided, however, that if you have purchased an annual License to the Service, the revised terms shall not take effect until the expiration of the then current term.
8. Governing Law; Venue. This Agreement is entered into in, and shall be governed in all respects and construed in accordance with the laws of, the State of Illinois, without regard to its conflict of laws principles. All disputes arising out of this Agreement shall be exclusively brought in the state and federal courts in and near Chicago, Illinois, and you irrevocably submit to the personal jurisdiction of such courts.
9. Miscellaneous. You may not assign this Agreement without the prior written consent of Licensor. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or any other provision hereof. In the event any provision of this Agreement is held to be unenforceable, the remainder of this Agreement shall remain in full force and effect, and the invalid provision will be restated so as to be enforceable to the maximum extent permissible under law consistent with the original intent of the parties. This Agreement constitutes the entire agreement between you and Licensor with respect to its subject matter and supersedes all previous negotiations, understandings and agreements between the parties. Sections 4, 5, 6, 8 and 9 shall survive termination or expiration of this Agreement.