PLEASE READ THIS USER AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. IT LIMITS THE SOCIETY OF HOSPITAL MEDICINE’S LIABILITY AND YOUR REMEDIES.
This is a contract between you and the Society of Hospital Medicine, a nonprofit membership society with offices at 1500 Spring Garden, Suite 501, Philadelphia, PA 19130 (SHM). “We,” “our,” or “us,” means SHM and its successors and assigns. This contract covers your access to and use of the Hospital Medicine Exchange Services (defined below). By checking the box next to “I agree to the User Agreement” and clicking “SUBMIT,” you agree to be bound by this contract. If you do not agree to this User Agreement, check the box next to “I do not agree to the User Agreement” and click “SUBMIT.” Your registration will be discontinued and you will not be permitted to use the Hospital Medicine Exchange Services available to Registered Users (defined below).
This contract limits our liability. This contract also limits your remedies. We do not provide any warranties for the Hospital Medicine Exchange Services (defined below). Please read Paragraphs 5 and 6 carefully. They contain these limitations, which may apply to you.
2. DESCRIPTION OF SERVICES
The Hospital Medicine Exchange (HMX) is a service of SHM. It is a leading web-based forum and professional networking site for hospitalists to solicit advice from peers, benefit from their experience, and participate in an ongoing conversation about health care and patient care. The HMX Services (defined below) are hosted in the United States by a third-party service provider.
- Content: Any materials, information or images you submit, post, transmit, upload or otherwise share with us or other Users (defined below) as a Registered User of the HMX Services.
- Registered User: An individual who registers with SHM to access and use the HMX Services and agrees to this User Agreement.
- Hospital Medicine Exchange Services or HMX Services: The services offered by SHM include the Hospital Medicine Exchange Web site and any other features, content, or applications offered from time to time by SHM in connection with the HMX online community and any projects undertaken with Collaborative Partners (defined below).
- Visitor: A person, business, or entity that visits the HMX Web site without registering as a Registered User.
- Collaborative Partner: An organization working with SHM on projects that use the HMX Web site to disseminate project information and facilitate related discussions.
4. REGISTERED USER REPRESENTATIONS, WARRANTIES, AND COVENANTS
- Additional Terms and Conditions: In order to access or use certain HMX Services, you may be notified that you are required to agree to additional terms and conditions. If you participate in or use those HMX Services, you agree to be bound by those additional terms and conditions.
You represent, warrant, and covenant that:
(1) you will use the HMX Services only for lawful non-deceptive purposes authorized by this User Agreement;
(2) all information you submit in your registration is truthful and accurate;
(3) you will update your registration information when needed to keep it truthful and accurate;
(4) your use of the HMX Services will not violate any applicable law, regulation or ordinance;
(5) the Content you post on or through the HMX Services will not violate the privacy rights, publicity rights, copyrights, intellectual property rights, contract rights, moral rights, or any other rights of any person, business or entity;
(6) the Content you post, to your best knowledge, will be truthful and accurate and will not contain any content, material, advertising or service that is false or deceptive; and
(7) if you post a hypertext link to a third-party Web site, you are authorized to do so or have obtained authorization to do so.
5. WE MAKE NO WARRANTIES
We provide the HMX Services “as is,” “with all faults,” and “as available.” Notwithstanding anything in this User Agreement to the contrary, we give no express warranties or guarantees. To the extent permitted by law, we exclude and disclaim all implied warranties, including the implied warranties of merchantability, fitness for a particular purpose, workmanlike effort, and non-infringement. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so some or all of these limitations may not apply to you.
6. LIABILITY LIMITATION
- Liability: We are not responsible, under any circumstances, for any loss or damage, including personal injury or death, resulting from participation in or use of the HMX Services, attendance at a HMX event or an event promoted by the HMX Services, from any content or Content posted on or through the HMX Services, or from the conduct of any Registered Users or Visitors, whether online or offline.
- Links to Other Sites: Registered User profiles, communities, discussions and other communications created and posted on the HMX Web site may contain links to other Web sites. We are not responsible for the accuracy or completeness of any content or any opinions expressed, and we do not investigate, monitor or check for accuracy or completeness. Inclusion of any linked Web site on the HMX Services does not imply that we approve or endorse it. When you access these third-party sites, you do so at your own risk.
- Registered Users and Visitors: We are not responsible for the conduct, whether online or offline, of any Registered Users or Visitors. We are not responsible for the content, accuracy, completeness or opinions expressed, and we do not investigate, monitor or check for accuracy or completeness.
- Registered User Communications: We are not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction or unauthorized access to, or alteration of, any Registered User communication or your Content.
- Technical or Computer Issues: We cannot guarantee continuous or secure access to the HMX Services. Operation of the HMX Web site or the HMX Services may be disrupted or interfered with by numerous factors both within and outside of our control. The data stored on our servers or the servers of any third-party provider(s) we may use in connection with the HMX Services may be corrupted, lost, or otherwise impaired. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or other system due to technical problems or traffic congestion on the Internet or on any of the HMX Services or combination thereof, including any injury or damage to Registered Users or to any person’s computer related to or resulting from participation, uploading or downloading materials in connection with the HMX Services.
If SHM should be found liable despite the terms of this User Agreement, your exclusive remedy is to terminate this User Agreement and to recover damages actually and directly incurred up to $100. You can only recover from SHM up to $100 and nothing more. You agree that you will not seek to recover any other damages. Special, indirect, consequential, or incidental damages, including lost profits or business opportunities, are hereby disclaimed by you, whether or not advised of such possibility and whether or not any limitation on any remedy included herein is deemed to fail of its essential purpose. This limitation applies to all causes of action in the aggregate, including, without limitation, to:
- any claims for breach of contract, breach of warranty or guarantee, consumer protection, consumer fraud, unfair competition, strict liability, negligence, fraud, or other tort to the extent permitted by applicable law;
- any matter related to the HMX Services;
- any matter related to content, including your Content, or intellectual property (including code) on third-party Web sites, third-party programs or third-party conduct;
- any matter related to viruses or other disabling features that affect your access to or use of the HMX Services;
- any matter related to incompatibility between the HMX Services and other services, software and hardware; and
- any matter related to delays or failures you may have in initiating, conducting, or completing any transmissions in connection with the HMX Services in an accurate or timely manner.
This limitation applies even if:
- this exclusive remedy does not fully compensate you for any losses, or fails of its essential purpose; or
- we knew or should have known about the possibility of damages.
Some states do not allow the exclusion or limitation of incidental, consequential, or other damages, so the above limitations or exclusions may not apply to you.
You agree to indemnify and hold SHM (and its officers, directors, members, managers, agents, subsidiaries, affiliates, joint venturers, shareholders, employees, and Web hosting service) harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this User Agreement, or your violation of any law or regulation or the rights of a third party. This obligation will survive and continue after termination of this User Agreement for any reason.
SHM reserves the right, in our sole and absolute discretion, to suspend or terminate your status as a Registered User, to reject, refuse to post or remove any posting (including private messages) submitted by you, or to restrict, suspend, or terminate your access to all or any part of the HMX Services at any time, for any or no reason, without notice, and without liability, and without waiving any other rights or remedies. SHM reserves the right to terminate access to any Registered User who does not abide by these guidelines.
We may limit, suspend, or terminate any HMX Services at any time without notice and without liability.
You may terminate your status as a Registered User at any time, for any reason, by contacting SHM to remove your profile, if applicable. Certain terms of this User Agreement will survive the termination of your status as a Registered User and remain in effect to govern your and our rights and responsibilities even when you are no longer a Registered User.
9. NO FEES FOR REGISTRATION
The HMX Services are free to all SHM members and for those individuals referred to SHM by Collaborative Partners.
10. PROHIBITED CONDUCT AND CONTENT
Illegal and/or unauthorized access to or use of HMX Services is prohibited. You are responsible for ensuring that your use of HMX Services is lawful and in compliance with this User Agreement. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this User Agreement, including, without limitation, removing any offending posting from the HMX Services, terminating the user by such violators, and reporting activities to enforcement authorities.
You agree that you will not:
- post commercial messages unrelated to the purpose of the HMX communities or the objectives of a project with a Collaborative Partner;
- post any material or engage in any activity that is abusive, threatening, obscene, defamatory, profane or libelous or that is patently offensive or otherwise promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, harasses or advocates harassment of another person, or exploits people in a sexual or violent manner;
- post any information or other material protected by copyright without the permission of the copyright owner;
- post messages that encourage or facilitate an agreement about prices; discounts; terms or conditions of sale; salaries; profits; profit margins; cost data; market shares; sales territories; markets; allocation of customers or territories; or selection, rejection, or termination of customers or suppliers; or otherwise encourage or facilitate members to arrive at any agreement that either expressly or implicitly leads to price fixing, a boycott of another’s business, or other conduct intended to illegally restrict free trade;
- violate any laws, regulations, third-party rights, this User Agreement or other SHM policies;
- post intentionally false, inaccurate, misleading, deceptive, defamatory, or libelous Content (including personal information);
- post Content or a link to a Web site that contains pornography or salacious subject matter;
- use the account, username, or password of another Registered User at any time unless specifically authorized;
- use any robot, spider, scraper or other automated means to access HMX Services for any purpose without our prior written consent;
- harvest or otherwise collect information about Registered Users, including email addresses;
- take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
- interfere or attempt to interfere with the proper working of the HMX Services or any activities conducted on the HMX Web site;
- bypass any measures we may use to prevent or restrict access to the HMX Services;
- distribute viruses or any other technologies that may harm SHM, or the interests or property of Registered Users or Visitors; or
- copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for Content you post) from the HMX Services without the prior written consent of SHM and the appropriate third party, as applicable.
To ensure the best possible experience for all, we have established some basic guidelines. We ask the following, as a matter of etiquette:
11. INFORMATION THAT WE COLLECT ABOUT YOU
- Send your message only to the most appropriate communities.
- Do not spam several communities with the same message. Messages can be posted to multiple communities when relevant to each.
- Send messages that add to the body of knowledge. SHM reserves the right to reject any message for any reason. Please note that messages may be moderated or edited for clarity.
- The discussions on the lists are meant to stimulate conversation, not to create contention. Let others have their say, just as you may.
- Contact people directly with product and service information only if you believe it would help them. If they ask you not to contact them about commercial products or services, abide by their wishes.
- Use caution when discussing products. Information posted within HMX Services is available for all to see, and all content is subject to applicable laws.
- Remember that any information posted via the Internet could become public.
- Remember that Registered Users have the right to reproduce postings to any community or discussion.
- Include your name, affiliation, and location in all posts by keeping your information up-to-date under the “Communities” tab.
- Include clear and concise topics in the subject line. This allows members to respond more appropriately to your posting and makes it easier for members to search the archives by subject.
- Only send a message to the entire list when it contains information that everyone can benefit from.
- Send messages such as “thanks for the information” or “me, too” to individuals, not to the entire list. Do this by using the “Reply to Sender” link to the left of every message.
- Do not send administrative messages, such as remove me from the list, through the communities or discussion. Instead, use the Web interface to change your settings or to remove yourself from a list. If you are changing email addresses, you do not need to remove yourself from the list and rejoin under your new email address. Simply change your settings.
SHM collects the personal information you provide when you become a Registered User. We also collect the comments and information you post on the HMX Web site. When you browse the HMX Web site, our system automatically receives and records information on our server logs from your browser, including your IP address, cookie, and the page you request. We also place cookies on your computer.
We may share the personal information we collect in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the safety of any person, violations of this User Agreement, or as otherwise required by law. We reserve the right to disclose your personally identifiable information as required by law and when we believe that disclosure is necessary to protect our rights or comply with a judicial proceeding, court order, or legal or administrative process served on us.
Our policies may be different than those of the parties who advertise on the HMX Web site. We are not responsible for the conduct of such third parties or their policies or practices.
Occasionally, we disclose your name and/or other personally identifiable information to third-parties for marketing purposes.
12. CONTENT LICENSE
When Content is posted to HMX, you grant the SHM a non-exclusive, worldwide, irrevocable, fully paid and royalty-free right and license to use that Content in connection with the HMX Services, including the right and license to reproduce, publish, and transmit the Content. Your grant of the Content license to SHM includes the right to grant sublicenses.
SMH does not claim any ownership rights in your Content. You will continue to retain all ownership rights in your Content, and you will continue to have the right to use your Content in any way you choose. By posting, displaying, or otherwise providing any Content on or through the HMX Services, you are granting to SHM and to other Registered Users and Visitors the right to use, copy, distribute, display, and modify your Content in connection with the HMX Services. If you submit a photograph or other digital image, you waive any and all rights of privacy and publicity with respect to the images.
13. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
If you believe that your work has been copied, posted, or otherwise used on the HMX Services in a way that constitutes copyright infringement, please notify our Copyright Agent at the address provided below. In order for us to act promptly to remove allegedly infringing content in accordance with the Digital Millennium Copyright Act, your notice must include the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the HMX Services; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. SHM’s Copyright Agent for notice of claims of copyright infringement can be reached as follows: Bob Zipperlen; email address: firstname.lastname@example.org; telephone: 267-702-2605; facsimile: 267-702-2690. For more information, refer to the Notice and Procedure for Making Claims of Copyright Infringement at www.copyright.gov/legislation/dmca.pdf.
14. CHANGES TO THIS USER AGREEMENT
We reserve the right, at our sole discretion, to change, add, or delete portions of this User Agreement at any time. We will post any changes to this User Agreement on this page and will indicate at the top of this page the date these terms were last revised. We will give you at least 30 days notice by posting the changes on the HMX Web site or by email. It is your responsibility to check this Web site regularly to determine if there have been changes to this User Agreement. If you do not agree to the changes, then you must terminate your status as a Registered User and stop using the HMX Services before the changes become effective. If you continue using the HMX Services, then your use of the HMX Services will continue under this User Agreement as modified.
15. NOTIFYING SHM
You may notify SHM of claims of copyright infringement by following the procedures set forth in Paragraph 13. All other formal notices must be sent by U.S. Postal Service certified mail, return receipt requested, to Society of Hospital Medicine, 1500 Spring Garden, Suite 501, Philadelphia, PA 19130.
16. NOTICES FROM SHM
We will send you certain notices in connection with the HMX Services. There may be other information regarding the HMX Services that the law requires us to send you. We may send you this information in electronic form via email or online posting. You have the right to withdraw your consent to electronic notice, but if you do, we will terminate your status as a Registered User. We may provide required information to you:
- by email at the email address specified when you agreed to this User Agreement;
- by access to a HMX Web site that will be designated in an email notice sent to you at the time the information is available; or
- by access to a HMX Web site that will be generally designated in advance for this purpose.
Notices provided to you via email will be deemed given and received on the transmission date of the email. If you do not consent to receive any notices electronically, you must stop using the HMX Services.
17. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES
Claims for the enforcement or breach of this User Agreement will be governed by the laws of the Commonwealth of Pennsylvania, USA without reference to conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be governed by the laws of your state or province of residence in the United States and Canada, or, if you reside outside of the United States or Canada, the laws of the Commonwealth of Pennsylvania, without reference to conflict of laws principles.
You consent to the exclusive jurisdiction and venue of state or federal courts in Philadelphia, Pennsylvania, USA for all disputes arising under or related to this User Agreement or the HMX Services. You may only sue us in Philadelphia, Pennsylvania. You cannot revoke this consent. This provision will survive and continue after termination of the User Agreement for any reason.
We may assign this User Agreement, in whole or in part, at any time with or without notice to you. You may not assign this User Agreement, or any part of it, to any other party. Any attempt by you to do so is void. Instead, you may terminate your registration. The other party may then become a Registered User and enter into a User Agreement with us.
19. CLAIMS MUST BE FILED WITHIN ONE YEAR
Any claim arising under or related to this User Agreement or the HMX Services must be brought within one year. This one-year period begins on the date when the claim first could be filed. If not filed within one year, that claim is permanently barred. This applies to you and your successors and assigns.
20. OUR FAILURE TO EXERCISE OUR RIGHT IS NOT A WAIVER
Our failure to exercise or enforce any right or provision of this User Agreement shall not operate as a waiver of such right or provision.
21. PARAGRAPH TITLES
The Paragraph titles in this User Agreement are for convenience only and have no legal or contractual effect.
This User Agreement operates to the fullest extent permissible by law. If any provision of this User Agreement is determined to be unlawful, void, or unenforceable, that provision is deemed severable from this User Agreement and does not affect the validity and enforceability of any remaining provisions.
23. ENTIRETY OF AGREEMENT
This User Agreement constitutes the entire agreement between you and us regarding the use of the HMX Services.