TERMS AND CONDITIONS OF USE
E/M ProCheck is a product of DecisonHealth, LLC (“DecisionHealth”, “we” or “our”). DecisionHealth may change these Terms and Conditions of Use (the “Terms and Conditions”) at any time without notice. Changes will be posted at empc.decisionhealth.com under “Terms and Conditions”.
By accessing and using the E/M ProCheck web site, empc.decisionhealth.com (the “Web Site”) along with the services (the “Services”) and the Content (as defined below) offered on the Web Site, you are agreeing to be legally bound by these Terms and Conditions. The terms “you” and “User” refer to anyone who accesses the Web Site.
TERMS AND CONDITIONS
Your use of the Web Site after any changes have been posted will constitute your agreement to the modified Terms and Conditions and all of the changes. You are responsible for regularly reviewing information posted online to obtain timely notice of such changes. Your continued use of this site after changes are posted constitutes your acceptance of these Terms and Conditions as modified by the posted changes.
Access to the Web Site is limited to subscribers and their authorized users. To subscribe to the Web Site, User must execute a signed copy of a subscription agreement and each authorized user of a subscriber must complete the online registration process, including User's electronic acceptance of these Terms and Conditions, and we must then accept such online registration. We may reject an online registration by a potential User in our sole discretion and we are not obligated to provide a reason for our rejection.
As part of the online registration process, we will collect certain limited information about each User ("Registration Data"). All Registration Data provided by or on behalf of User must be current, complete and accurate, and User is solely responsible for updating such Registration Data as necessary. We reserve the right to terminate User’s access to the Web Site immediately in the event any Registration Data is found to be inaccurate, incomplete or not current at any time.
As part of the online registration process, we will assign a user name to you and you will choose a password. User is entirely responsible for maintaining the confidentiality of its password and account, and User is solely responsible for any and all activities that occur under its account. User agrees to notify us immediately of any unauthorized use of User’s account or any other breach of security. We shall not be liable for any loss that User may incur as a result of a third party using its password or account, either with or without its knowledge. User may be held liable for losses incurred by us or another party due to a third party using User's account or password.
USE OF THE E/M PROCHECK WEB SITE
DecisionHealth hereby grants you a non-exclusive, non-transferable, limited license to access and use the Web Site under the terms set forth below.
The Web Site and the content, including, but not limited to, text, data, reports, opinions, images, photos, graphics, graphs, charts, animations and video (the “Content”), displayed on the Web Site, may be used only for your personal and non-commercial use. Except as otherwise permitted under these Terms and Conditions, you may not resell, distribute, or otherwise use the Service, Web Site and the Content, on a timeshare or service bureau basis for purposes of reselling the Content or for any commercial purpose. Neither the Service nor any Content may be copied, reproduced, framed, hyperlinked, republished, downloaded, uploaded, posted, transmitted or distributed in whole or in part, directly or indirectly, bundled or unbundled for purposes of reselling the Content or Service or otherwise charging others to use the Content or Service. Except as otherwise permitted herein, you may not redistribute, reproduce, retransmit, disseminate, sell, publish, broadcast, or circulate the information contained in the Service to any third party without our express written consent. Other than as may be required to comply with laws and regulations to which you may be subject, it is strictly prohibited for any User to download copies of the Service or any Content related thereto for archival use. No other distribution of the Service or any Content related thereto by any User including, but not limited to, distribution via site licensing, on-line distribution, off-line downloading, tapes, discs, CD-ROM, optical media, hard copy formats, or print publication shall be permitted without our express written permission. User specifically agrees and understands that no rights to sub-license to any third party are being granted to you under this Agreement. Except for the limited license specifically provided herein, this Agreement shall not transfer to you any right to, or interest in, the Service, or in any Content, or in any copyright or trademark pertaining thereto. You acknowledge that you have no claim to ownership of the Service or any Content related thereto simply by reason of your use of or access to the Service.
You agree to use the Web Site only for lawful purposes, and in a manner that does not infringe the rights of, or restrict or inhibit the use and enjoyment of this site by any third party. Such restriction or inhibition includes, without limitation, conduct which is unlawful, or which may harass or cause distress or inconvenience to any person and the transmission of obscene or offensive content or disruption of normal flow of dialogue within the Web Site.
The Content is the exclusive property of DecisionHealth or its licensors, and is protected by copyright and other intellectual property laws. All trade names, trademarks, service marks and other product and service names and logos on the Web Site and within the Content are proprietary to their respective owners and are protected by applicable trademark and copyright laws. Any of the trademarks, service marks or logos (collectively, the “Marks”) displayed on the Web Site may be registered or unregistered marks of DecisionHealth or others. Nothing contained on this Web Site should be construed as granting any license or right to use any of the Marks displayed on the Web Site without the express written permission of DecisionHealth or a third party owner of such Marks. Any unauthorized uses of the Marks or any other Content are strictly prohibited. To request permission to use any Content or other DecisionHealth material, please contact DecisionHealth at webeditor@DecisionHealth.com.
You shall honor all reasonable requests by DecisionHealth to protect DecisionHealth's proprietary interests in the Web Site, Service and Content.
THE CONTENT AND THE WEB SITE ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES. DECISIONHEALTH DOES NOT MAKE ANY GUARANTEES OR WARRANTIES AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR CURRENTNESS OF OR RESULTS TO BE OBTAINED FROM, ACCESSING AND USING THE E/M PROCHECK WEB SITE, THE E/M PROCHECK SITE'S CONTENT, [THE OTHER CONTENT], OR ANY MATERIAL THAT CAN BE ACCESSED (VIA A DIRECT OR INDIRECT HYPERLINK OR OTHERWISE) THROUGH THE E/M PROCHECK WEB SITE. DECISIONHEALTH HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AND OF NONINFRINGEMENT. DECISIONHEALTH SHALL NOT BE LIABLE TO THE USER OR ANYONE ELSE FOR ANY INACCURACY, DELAY, INTERRUPTION IN SERVICE, ERROR OR OMISSION, REGARDLESS OF CAUSE, OR FORANY DAMAGES RESULTING THEREFROM.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DECISIONHEALTH AND/OR ITS AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE E/M PROCHECK WEB SITE, WITH THE DELAY OR INABILITY TO USE THE E/M PROCHECK WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE E/M PROCHECK WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE E/M PROCHECK WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF DECISIONHEALTH (OR ANY OF ITS AFFILIATES) HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL DECISIONHEALTH, ITS AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH CONTENT OR THE WEB SITE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE E/M PROCHECK WEB SITE, OR WITH ANY OF THESE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE E/M PROCHECK WEB SITE.
- Warrant that such contribution is your own original work and that you have the right to make it available to DecisionHealth for all the purposes specified above;
- Indemnify DecisionHealth against all legal fees, damages and other expenses that may be incurred by a result of your breach of the above warranty; and
- Agree to waive any moral rights in your contribution for the purposes of its submission to and publication on the Web Site and the other purposes specified above.
Users entering material into the Web Site are responsible for the Other Content. DecisionHealth has no responsibility for Other Content, including the content of any messages or information posted by Users or others, or for the content of information accessible via direct or indirect hyperlinks from the E/M ProCheck Web Site. However, DecisionHealth retains the right, which it may or may not exercise in its sole discretion, to review, edit, or delete Other Content that DecisionHealth deems to be illegal, offensive, or otherwise inappropriate.
You may not input or distribute any material through the E/M ProCheck Web Site that is promotional in nature, including solicitations for funds or business, without the prior written authorization of DecisionHealth.
The User agrees to indemnify DecisionHealth, its affiliates and agents from all damages, liabilities, costs, charges and expenses, including reasonable attorneys' fees, that DecisionHealth, UCG, their affiliates and agents may incur as a result of either: (i) User’s use of the Website; or (ii) the User's breach of this Agreement.
LINKS TO OTHER WEB SITES
You may, through hypertext or other computer links, gain access to web sites operated by persons other than DecisionHealth. Such hyperlinks are provided for your reference and convenience only, and are the exclusive responsibility of such web sites' owners. You agree that DecisionHealth is not responsible for the content or operation of such web sites, and that DecisionHealth shall have no liability to you or any other person or entity for the use of third party web sites. Except as described below, a hyperlink from this Web Site to another web site does not imply or mean that DecisionHealth endorses the content on that web site or the operator or operations of that site. You are solely responsible for determining the extent to which you may use any content at any other web sites to which you link from the Web Site and you shall be subject to the terms and conditions of such other web sites.
You expressly agree not to use this Web Site in any manner or for any purpose that is prohibited by these terms and conditions. In addition, you expressly agree not to:
- use the Web Site for any purpose that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation;
- use or attempt to use any “deep-link,” “scraper,” “robot,” “bot,” “spider,” “data mining,” “computer code” or any other automated device, program, tool, algorithm, process or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of the Web Site or any data or content found on or accessed through the Web Site without prior express written consent;
- obtain or attempt to obtain through any means any materials or information on the Web Site that have not been intentionally made publicly available either by their public display on the Web Site or through their accessibility by a visible link on the Web Site;
- in any way bypass or circumvent any other measure employed to limit or prevent access to the Web Site or its content;
- violate the security of the Web Site or attempt to gain unauthorized access to the Web Site, data, materials, information, computer systems or networks connected to any server associated with this Web Site, through hacking, password mining or any other means;
- interfere or attempt to interfere with the proper working of the Web Site or any activities conducted on or through the Web Site, including accessing any data, content or other information prior to the time that it is intended to be available to the public on the Web Site; or
- take or attempt any action that, in the sole discretion of this Web Site's operators, imposes or may impose an unreasonable or disproportionately large load or burden on the Web Site or such operation's infrastructure.
COMPLIANCE WITH LAWS
You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Web Site. We may, in our sole discretion, report actual or perceived violations of law to law enforcement or appropriate authorities. If we become aware, through a complaint or otherwise, of any potential or suspected violation of these Terms and Conditions, we may (but are not obligated to) conduct an investigation to determine the nature and extent of the suspected violation and the appropriate enforcement action, during which investigation we may suspend services to any customer being investigated and/or remove any material from our servers. You agree to cooperate fully with any such investigation. You acknowledge that violations of the Terms and Conditions could be subject to criminal or civil penalties.
You are entirely liable for activities conducted by you in connection with your browsing and use of the Web Site. If you are dissatisfied with the Content or the Web Site or with these Terms and Conditions, your sole and exclusive remedy is to stop using the Content and the Web Site. DecisionHealth will not pay you any damages in connection with your browsing or use of the Web Site.
These Terms and Conditions are effective until terminated by DecisionHealth. DecisionHealth may terminate these Terms and Conditions with respect to you or any other third party without notice at any time for any reason. Upon termination all rights granted in these Terms and Conditions shall immediately cease to exist and you must promptly discontinue all use of the Content and the Web Site and destroy all copies of the Content downloaded by you. In addition, in the event that we determine, in our sole discretion, that you have breached any of our Terms and Conditions, we reserve the right to terminate access to the Web Site and take any other action which we, in our sole discretion, deem to be appropriate. All terms that by their nature should survive termination of these Terms and Conditions will survive.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that we shall not be liable to you or your clients or to any third party for any modification, suspension or discontinuance of the Service, subject to refund of any prepaid fees.
COPYRIGHT AND TRADEMARK NOTICES
All contents of the Web Site are: Copyright 2000 - 2017 by DecisionHealth and/or its affiliates. All rights reserved.
NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to DecisionHealth's designated contact referenced at the end of these Terms and Conditions. ALL INQUIRIES NOT SUBMITTED ACCORDING TO THIS PROCEDURE WILL RECEIVE NO RESPONSE.
This Web Site is controlled by DecisionHealth from its offices within the State of Maryland, United States of America. DecisionHealth makes no representation that the Content is appropriate for use in other locations. Any claim relating to the Content will be governed by the laws of the State of Maryland, notwithstanding any conflicts of law principles, and the United States of America. You and DecisionHealth agree that and hereby submit to the exclusive personal jurisdiction and venue of the State and Federal Courts located in Montgomery County, Maryland with respect to any such claim. You agree that regardless of any law or statute to the contrary, any claim or cause of action arising out of or relating to the Site and these Terms and Conditions must be filed within one (1) year of the date the cause of action arose, or be barred as untimely. Any part of these Terms and Conditions that is unlawful, void or unenforceable will be deemed severable and will not affect the validity or enforceability of the remaining provisions. All waivers must be in writing. Any waiver or failure to enforce these Terms and Conditions on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. You may not assign your rights or obligations granted under these Terms and Conditions without the prior written consent of DecisionHealth. Any attempted assignment or transfer without such prior written consent from DecisionHealth shall be null and void. The headings of sections of these Terms and Conditions are for convenience only and are not to be used in interpreting these Terms and Conditions. In the event DecisionHealth is required to initiate legal proceedings to enforce any provision of these Terms and Conditions or you initiate any legal proceedings relating to these Terms and Conditions, the prevailing party shall be entitled to recover all reasonable attorneys' fees from the other party. These Terms and Conditions constitute the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. These Terms and Conditions may only be modified by DecisionHealth in writing.
All requests for further information or for permission to reproduce any portions of the Content or Web Site should be directed to: DecisionHealth, LLC, c/o, UCG, LLC, 9737 Washingtonian Blvd, Suite 502, Gaithersburg, MD 20878, PHONE: 301-287-2266; FAX: 301-287-2535. Attention: General Counsel
These Terms of Conditions were last updated on February 8, 2017.