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CHD MERIDIAN HEALTHCARE, LLC
TERMS AND CONDITIONS OF USE
Please read these Terms and Conditions carefully before using this Website.
These Terms and Conditions govern your use of all Websites (each
a “Website” and collectively, the “Websites”) that are (1) owned,
operated and maintained by CHD Meridian Healthcare, LLC and its
affiliated companies, or (2) operated and maintained for CHD
Meridian Healthcare by its service providers and other
subcontractors. The Websites include
www.chdmeridian.com and
www.i-trax.com.
We refer to CHD Meridian Healthcare, its affiliated companies, and
CHD Meridian Healthcare’s service providers and other subcontractors
in these Terms and Conditions as “we,” “us” or “our.” We refer to
all applications available through this Website as “Our
Applications.” Our Applications include, but are not limited to,
Health Essentials, Tracker, Trale Health Risk Assessment, MyRX,
OneRX, and ADAM.
1. Binding Nature
of These Terms and Conditions.
These terms and conditions are binding. If you do not agree to
these terms and conditions, please do not use this Website. If
you use this Website, it means that you accept and agree to these
Terms and Conditions.
We may revise or update these Terms and Conditions as needed and
advise you of material changes by posting a notice on this Website.
Your continued use of this Website after we revise or update these
Terms and Conditions means that you agree to and accept those
revisions and updates.
2. This Website
Does Not Provide Medical Advice.
If you think you may have a medical emergency, please call 911
immediately.
The content on this Website, including for example and without
limitation, audio, photographs, illustrations, graphics, other
visuals, text, articles, interactive tools, video, copy, and
software (collectively, the “Content”) is for informational purposes
only. Content may not be complete. Content is not, and
should not be considered a substitute for, professional medical
advice, diagnosis or treatment by your healthcare provider.
Always seek the advice of your healthcare provider about your
medical condition. Do not delay seeking professional medical
advice because of something you read on this Website.
3. Proprietary
Rights.
“Protected Material” includes: (1) this Website, Content and Our
Applications; (2) all code, data and material that make up or
operate the preceding; (3) the look, feel, design and organization
of this Website; and (4) any copyright, trademark right, patent
right, database right, moral right, sui generis right and other
intellectual property and proprietary right in any of the preceding.
As between you and us, we own, solely and exclusively, all right,
title and interest in and to Protected Material. You do not
own Protected Material even though you have our permission to use
this Website.
“Trademarks” include registered and unregistered trademarks,
logos, service marks and trade names displayed on this Website, the
Content or Our Applications. We, our service providers or
other subcontractors own all Trademarks. This Website does not
grant, and nothing on this Website will be construed as granting by
implication, estoppel or otherwise, a license or right to use any
Trademark without our written permission of the applicable owner.
Please do not misuse our Protected Material and Trademarks.
Our Protected Material and Trademarks are protected by copyright,
intellectual property and other laws. We, our service
providers and other subcontractors reserve to us all rights not
expressly granted in these Terms and Conditions of Use. We
will also aggressively protect our right to Protected Material and
Trademarks to the fullest extent of the law.
4. Limited
License.
(a) Content. If you
are using this Website to view or access Content, we grant you a
limited, non-exclusive, non-transferable and revocable license to
view or access Content on your computer or other internet compatible
device, and to download or make single copies or prints of the
Content, solely for your personal, internal, noncommercial use.
All prints or copies of Content must include the following copyright
notice: “Copyright (c) 2006-2007 CHD Meridian Healthcare, LLC.
All rights reserved,” and all other copyright and proprietary rights
notices included in the Content.
(b) Our Applications.
We grant you a limited, non-exclusive, non-transferable and
revocable license to use Our Applications in non-printed,
machine-readable form, so long as you are complying in all respects
with these Terms and Conditions.
5. Privacy and
Security of Your Personal Information.
(a) Your Personal
Information. You may be asked to provide certain personal
information to us when you use this Website or Our Applications.
We are committed to protecting the privacy of this personal
information. This information is subject to our Privacy and
Security Policy, which is part of these Terms and Conditions.
Further, you grant us and the persons and entities involved in the
operation of this Website and Our Applications the right to
transmit, monitor, retrieve, store, and use your information in
connection with the operation of this Website and Our Applications
to the extent permitted by applicable law. We cannot and do
not assume any responsibility or liability for the personal
information you submit to Our Applications. You are also
solely responsible for the accuracy of this personal information and
you must keep it current.
(b) Other Submissions.
Unless specifically requested, such as when using Our Applications,
we do not solicit or wish to receive from you any confidential,
secret or proprietary information or other material. Any
information you submit or send to us, including creative works,
demos, ideas, suggestions, concepts, methods, systems, designs,
plans, techniques or other materials (collectively, “Submitted
Material”), will be deemed not to be confidential or secret, and may
be used consistent with our Privacy and Security Policy and
applicable law. By submitting or sending Submitted Material to
us, you represent and warrant that Submitted Material is original to
you, that no other party has any rights to Submitted Material, and
that any “moral rights” in Submitted Material have been waived.
By submitting or sending Submitted Material to us, you also grant us
a royalty-free, unrestricted, worldwide, perpetual, irrevocable,
non-exclusive and fully transferable, assignable and sublicensable
right and license to use, copy, reproduce, modify, adapt, publish,
translate, create derivative works from, distribute, perform and
display such material. We cannot be responsible for
maintaining any Submitted Material that you provide to us, and we
may delete or destroy it to the extent permitted by applicable laws.
6. Passwords; Use
of Personal Information; Other Acknowledgements.
Our Applications allow access only to users with a valid
password. You must take all necessary steps to ensure that no
unauthorized person has access to your password or account. It
is your sole responsibility to: (A) control the dissemination and
use of activation codes and passwords; (B) authorize, monitor, and
control access to and use of your account and password; and (C)
promptly inform us of any need to deactivate a password.
If you are accessing personal information that is not yours, you
specifically verify, agree and acknowledge, as the context may
require, that:
- You are either (1) a
parent or guardian of the person whose information you are
accessing, or (2) an individual with an express written permission
to access the information.
- You may only retrieve
information from this Website or Our Applications if you stored it
or with express permission of the information’s owner. You
understand and acknowledge that you may retrieve this information
only as permitted under the Health Insurance Portability and
Accountability Act of 1996 and the regulations promulgated
thereunder (“HIPAA”) and applicable state law, rules or regulations.
- You may not
reproduce, distribute or disclose any information provided through
Our Applications to any person other than (1) the individual to whom
that information pertains, (2) to that individual’s parent or
guardian, (3) to other individuals and entities permitted to receive
the information under HIPAA and applicable state law, rules or
regulations, or (4) any other individual or entity with prior
consent of the owner of the information.
- Any unauthorized
retrieval or usage activity may be grounds for terminating your use
of this Website and/or Our Applications, and may violate state and
federal civil and criminal laws.
7. Restrictions
on Use of this Website.
You may not:
- Download, display,
copy, reproduce, distribute, modify, perform, transfer, create
derivative works from, sell or otherwise exploit Protected Material
or other user’s information for any commercial purpose or to obtain
direct financial gain (e.g., mass marketing);
- Insert your own or a
third party’s advertising, links, branding or other promotional
content into the Protected Materials;
- Use any resources of
this Website for chain letters, junk mail, “flooding” servers with
requests, “spamming” solicitations (commercial or non-commercial) or
bulk communications of any kind;
- Attempt to gain
unauthorized access to our computer systems or other computer
systems through the Website or other means;
- Engage in
“spidering,” “screen scraping,” “database scraping,” harvesting of
email addresses, wireless addresses or other contact or personal
information, or other automatic means of obtaining lists of users or
other information from this Website;
- Attempt (or encourage
or support anyone else’s attempt) to circumvent, reverse engineer,
decrypt, or otherwise alter or interfere with the Protected
Material;
- Send, upload,
transmit, distribute, post or otherwise publish on this Website, any
message or material that: (a) is unlawful, fraudulent, harassing,
libelous, defamatory, abusive, threatening, harmful, vulgar,
obscene, profane, pornographic, sexually explicit, indecent, or
racially offensive; (b) constitutes or encourages conduct that could
lead to criminal or civil liability; (c) restricts or inhibits any
other user from using and enjoying this Website; (d) violates,
plagiarizes or infringes on the intellectual, proprietary or other
right of others; (e) contains or leads to a virus, spyware, or other
harmful component; or (f) constitutes or contains false or
misleading indication of origin, endorsement or statement of fact;
- Impersonate any other
person or entity, whether actual or fictitious, including the
employees, staff members or agents of CHD Meridian Healthcare;
- Misrepresent your
affiliation with any person or entity, including, but not limited
to, with CHD Meridian Healthcare; or
- Use an inappropriate,
offensive or otherwise objectionable member name.
8. Communication
on this Website and Other Public Forums.
(a) Communication.
Certain functions of this Website may permit you to communicate by
secured messaging, or via other means, such as chat services,
bulletin boards, blogs and other communication forums. You
alone are responsible for the content of your messages, and the
consequences of these messages.
(b) Editorial Control;
Disclosure. We may monitor or review all information posted to
this Website or Our Applications. Although we are not
responsible for information posted by users, we reserve the right to
disclose such information as necessary to satisfy our legal
obligations or government requests. We may also edit, remove
or refuse to post any information that we believe is objectionable,
violates these Terms and Conditions, our policies or applicable law.
9. Disclaimer of
Warranties; Limitation on Damages; Risk of Loss.
(a) Disclaimer of
Warranties. THIS WEBSITE, ITS CONTENT AND OUR APPLICATIONS
ARE PROVIDED ON AN "AS IS," “AS AVAILABLE” BASIS. CHD MERIDIAN,
ITS SUBSIDIARIES, ITS AFFILIATED COMPANIES, AND THEIR DIRECTORS,
OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES, LICENSORS, AND
SUPPLIERS (COLLECTIVELY, “CHD MERIDIAN PARTIES”) DISCLAIM, TO THE
FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES, EITHER EXPRESS OR
IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY
WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR
UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY,
ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES
OR TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR
PARTICULAR PURPOSE.
CHD Meridian Parties make no representations or warranties about the
accuracy, reliability, completeness or timeliness of the Content,
Our Applications, links or communications provided on or through the
use of this Website.
When using this Website, Content and Our Applications will be
transmitted over the Internet, a medium that is beyond our control
and jurisdiction. Accordingly, we assume no liability for or
relating to the delay, failure, interruption or corruption of any
data or other information transmitted over the Internet in
connection with the use of this Website or Our Applications.
WE MAKE NO WARRANTY THAT THIS WEBSITE WILL MEET USERS’
REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL
OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THIS WEBSITE CREATES
ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
You and your healthcare provider are responsible FOR ensuring the
use of independent professional judgment in making diagnostic,
treatment or other decisions.
WE TRY TO ENSURE THAT THE INFORMATION POSTED ON THE WEBSITE IS
CORRECT AND UP-TO-DATE. WE RESERVE THE RIGHT TO CHANGE OR MAKE
CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THIS WEBSITE AT
ANY TIME AND WITHOUT ANY PRIOR WARNING. WE CANNOT, AND DO NOT,
GUARANTEE THE CORRECTNESS, PRECISION, THOROUGHNESS OR COMPLETENESS
OF ANY OF THE INFORMATION AVAILABLE ON THE WEBSITE, NOR WILL WE BE
LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE
INFORMATION PROVIDED ON THIS WEBSITE.
WE DO NOT ASSUME ANY RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES
TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER
PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THIS
WEBSITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES,
VIDEO, OR AUDIO FROM THIS WEBSITE. IF YOU ARE DISSATISFIED
WITH THIS WEBSITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THIS
WEBSITE.
(b) Limitation of Damages.
IN NO EVENT WILL CHD MERIDIAN PARTIES BE LIABLE FOR ANY DAMAGES
(INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL AND PUNITIVE DAMAGES, PERSONAL INJURY/WRONGFUL DEATH,
LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS
INTERRUPTION) RESULTING OR ARISING FROM, OR DIRECTLY OR INDIRECTLY
RELATED TO, THE USE OR INABILITY TO USE THIS WEBSITE, THE CONTENT,
FUNCTIONS AND MATERIALS RELATED THERETO, OR OUR APPLICATIONS, OR
YOUR PROVISION OF INFORMATION VIA THE WEBSITE (WHETHER SUCH CAUSE OF
ACTION IS BASED ON WARRANTY, CONTRACT, TORT, INCLUDING WITHOUT
LIMITATION NEGLIGENCE OR ANY OTHER LEGAL THEORY), REGARDLESS OF
WHETHER CHD MERIDIAN PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
Our liability to you arising from these Terms and Conditions, or
your use of the WebSite (whether for breach of warranty, breach of
contract, negligence, strict liability in tort, or any other legal
theory) will not exceed the amounts you actually paid to us for the
use of this WebSite, Content or Our Applications during the three
(3) months prior to the occurrence of the first claim or cause of
action.
(c) Limitation of Period.
Any claims arising in connection with your use of this Website,
Content, Protected Material, or Our Applications, must be brought
within one (1) year of the date of the event giving rise to such
action occurred. Remedies under these Terms and Conditions are
exclusive and are limited to those expressly provided for in these
Terms and Conditions.
(d) Assumption of Risk.
Unless provided specifically otherwise in these Terms and
Conditions, you are using this Website, the Content, the Protected
Materials, and Our Applications at your own risk.
10. Advertisements and Links.
(a) Third Party
Websites. We do not endorse the content on any other website.
We are not responsible for the content of linked third-party sites,
sites framed within this Website or third-party advertisements, and
we do not make any representation regarding their content or
accuracy. Your use of third party websites is at your own risk
and subject to the terms and conditions of use for such websites.
We do not endorse any product advertised on this website.
(b) Linking to the
Website. If you include a link from any other website to this
Website, such link must open in a new browser window and link to the
full version of an HTML formatted page of this Website. You
are not permitted to link directly to any Content, such as using an
“in-line” link to cause the image hosted by us to be displayed on
another website. You may not download or use images hosted on
this Website on another website. You may not “frame” our
Content with third-party content, materials or branding. We
reserve the right to demand that any link to this Website be
discontinued and to revoke your right to link to the Website from
any other web site at any time upon written notice to you.
11. Indemnity.
You agree to indemnify and defend CHD Meridian Parties from and
against any claims, actions or demands, liabilities and settlements
including without limitation, reasonable legal and accounting fees,
resulting from, or alleged to result from, your violation of these
Terms and Conditions. We may assume, at our expense, the
defense of any matter subject to this provision, and you agree to
cooperate in the defense of such matter.
12. U.S. Restricted Rights.
Our Applications are made available only with RESTRICTED RIGHTS.
All use, duplication, or disclosure of the product or any of its
content, software, interfaces or other features by the United States
Government is subject to restrictions as set forth in subparagraphs
(c)(1)(ii) of the Rights in Technical Data Computer Software Clause
at DFARS 252.22-70013 and/or subparagraphs c(1) and c(2) of the
Commercial Computer Software Restricted Rights Clause at 48 CFR
Section 52.227-19, as applicable. The
contractor/vendor/manufacturer is CHD Meridian Healthcare, LLC, 4
Hillman Drive, Suite 130, Chadds Ford, Pennsylvania 19317, United
States of America.
13. Termination.
You agree that we may terminate, change, suspend or discontinue
our agreement with you for any reason, including, without
limitation, if you breach any provision of these Terms and
Conditions or if we believe that you have violated or acted
inconsistently with the letter or spirit of these Terms and
Conditions or applicable law, or for any other reason without notice
or liability. If you are a party to a separate service
agreement, termination of that service agreement will be controlled
by the applicable provision of that service agreement. CHD
Meridian maintains a policy that provides for the termination in
appropriate circumstances of the Website use privileges of users who
are repeat infringers of intellectual property rights.
14. Governing Law.
These Terms and Conditions are governed by the internal
substantive laws of the Commonwealth of Pennsylvania, without
respect to its conflict-of-laws principles. Our failure to
exercise or enforce any right or provision of the Terms and
Conditions shall not constitute a waiver of such right or provision.
If any provision of these Terms and Conditions is found to be
invalid by any court having competent jurisdiction, the invalidity
of such provision will not affect the validity of the remaining
provisions of these Terms and Conditions, which will remain in full
force and effect. No waiver of any of these Terms and
Conditions will be deemed a further or continuing waiver of such
term or condition or any other term or condition.
15. Jurisdiction.
You expressly agree that exclusive jurisdiction for any dispute
with us, or in any way relating to your use of this Website or Our
Applications, resides in the courts of the Commonwealth of
Pennsylvania located in Philadelphia County and you further agree
and expressly consent to the exercise of personal jurisdiction in
the courts of the Commonwealth of Pennsylvania located in
Philadelphia County in connection with any such dispute including
any claim involving us or our directors, officers, members,
managers, employees, affiliates, licensors and suppliers.
16. Notices and Our Contact
Information.
We will give you notice under these Terms and Conditions by means
of electronic messages through this Web Site or Our Applications, by
a general posting on this Website or Our Applications or by
conventional email or mail to the address provided by you through
this Website or Our Applications. Notices by you may be given
by conventional postal mail addressed to: CHD Meridian Healthcare,
LLC, 4 Hillman Drive, Suite 130, Chadds Ford, Pennsylvania 19317,
United States of America.
17. Complete Agreement.
These Terms and Conditions constitute the entire agreement
between you and us with respect to the use of this Website, Content
or Our Applications. Your use of this Web Site is also subject
at all times to our Privacy and Security Policy.
Last Updated: December 2006
Copyright © CHD Meridian Healthcare, LLC All rights reserved.
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