TSI Healthcare, Inc.
Legal Notice and Terms and Conditions
Welcome to the TSI Healthcare Web Site (the “TSI Healthcare Site”), which is owned and operated by and on behalf of TSI Healthcare, Inc., and its respective subsidiaries and affiliates (collectively, “TSI Healthcare,” “We,” or “Us”). The TSI Healthcare Site is made available to You solely under the following terms and conditions (the “Terms and Conditions”). Please read these Terms and Conditions carefully before using the TSI Healthcare Site.
By using the TSI Healthcare Site, You: (a) agree to these Terms and Conditions; and (b) represent that: (i) You are 18 years of age or older or if under the age of 18, You are using the TSI Healthcare Site under the direction of a medical professional or parent/guardian, and that (ii) if You are agreeing to these Terms and Conditions on behalf of another person or any legal entity, that You are duly authorized to do so. Your use of the TSI Healthcare Site after any change in these Terms and Conditions constitutes Your agreement to these Terms and Conditions as may be modified from time to time
1. Your Right of Access. TSI Healthcare hereby grants You the nonexclusive, nontransferable, royalty-free right and license to access and use TSI Healthcare Site in any manner permitted under these Terms and Conditions.
2. What the TSI Healthcare Site Does and Does Not Provide. We use the TSI Healthcare Site to provide information, products and services to meet the needs of a diverse group of people including healthcare providers and industry groups present and prospective customers and members of the general public (collectively, the “TSI Community”). We reserve the right to begin, alter, suspend, and terminate our offering of the content, features or functions on or through the TSI Healthcare Site at any time, in the sole discretion of TSI Healthcare, with no notice to You.
We Do Not Provide Professional Advice. Nothing appearing on the TSI Healthcare Site is medical, legal, accounting, tax, compliance, or other professional advice. You should not use anything obtained on or through the TSI Healthcare Site as a substitute for advice provided by professionals You retain.
3. Use of the TSI Healthcare Site. Your rights to access and use the TSI Healthcare Site granted above are contingent upon Your compliance with each of the following:
a. You agree to use the TSI Healthcare Site at all times solely as permitted under the then-current Terms and Conditions for the TSI Healthcare Site;
b. You agree to use the TSI Healthcare Site solely for Your internal business purposes. You agree not to access or use the TSI Healthcare Site for any other purpose or for any unlawful or illegal purpose;
c. You agree not to defeat or evade any security or access control device or procedure used on or associated with the TSI Healthcare Site;
d. You agree not to sell, lease, traffic in, sublicense, or otherwise transfer to any person or entity either: (i) Your rights to access or use the TSI Healthcare Site granted hereunder; or (ii) any password, user name, or other information or device used to authorize Your access to and use of, the TSI Healthcare Site; or to disclose any of the foregoing to anyone other than Your employees and agents whose duties require their use;
Note to Customers & Other Contract Partners: Your obligations under this provision specifically include Your agreement not to permit any person or entity who is not a customer or an employee of a customer of TSI Healthcare to have access to any section of the TSI Healthcare Site that We reserve for our customers using Your password, user name, or other access credentials, except as Your agreements(s) with TSI Healthcare may expressly permit;
e. You agree not to access or use the TSI Healthcare Site using any automated, recursive or robotic means or in any other manner that, in TSI Healthcare ’s sole judgment, interferes with the operation of the TSI Healthcare Site or burdens TSI Healthcare’s ability to provide the TSI Healthcare Site to You or others;
f. You acknowledge and agree that: (a) the TSI Healthcare Site is or reflects intellectual property that, as between You and TSI Healthcare, is owned solely and exclusively by TSI Healthcare. You acknowledge and agree that You may not: (i) reverse engineer, disassemble, decompile, download, copy, reproduce, prepare derivative works of, distribute, publish, perform or display any: (a) functionality, code, content, or other resource (collectively “Information Resources”) used by TSI Healthcare to provide You with the TSI Healthcare Site; or (b) any Information Resource made available to You on or through the TSI Healthcare Site, except as agreements executed by TSI Healthcare in current effect otherwise provide or as otherwise permitted under these Terms and Conditions;
g. This Site and all the information it contains, or may in the future contain, including, but not limited to, articles, memoranda, bulletins, reports, press releases, opinions, text, directories, guides, photographs, illustrations, trademarks, trade names, service marks and logos (collectively, the “Licensed Site Content”), is the property of TSI Healthcare, and is protected from unauthorized copying and dissemination by U.S. Copyright law, trademark law, international conventions, and other intellectual property laws. Certain of the trademarks and logos displayed on the site are owned by third parties. TSI Healthcare hereby grants You a non-exclusive, non-transferable right and license to copy reasonably limited portions of text and to download, copy, and distribute articles, white papers, downloadable and other content displayed or otherwise made available on any section of the TSI Healthcare Site You are authorized to use (collectively “Licensed Site Content”), solely and exclusively for Your internal business purposes, provided that: (a) You are otherwise in compliance with these Terms and Conditions and any agreement(s) You have entered into with Us; and (b) any such copy You make identifies TSI Healthcare as the author of that content and bears each and every legal notice that appears on the TSI Healthcare Site on or in association with that content, including without limitation, the copyright notice applicable to the specific content You copy. The rights of use granted under this limited license specifically exclude the right to distribute or otherwise transfer full or partial copies, reproductions, or summaries of any Licensed Site Content: (i) to any person or entity who is unaffiliated with You; or (ii) from which You have removed any copyright or other proprietary notice. Except as we have described herein, nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Site or any Content displayed on this Site without the prior written permission of TSI Healthcare or such third party that may own the trademark or copyright of material displayed on this Site. You acknowledge and agree that nothing in these Terms and Conditions: (i) provides You with any license or rights of use in or to any portion of the TSI Healthcare Site or any other intellectual property of TSI Healthcare other that those expressly stated herein; or (ii) transfers to You any rights, title or interests in or to any intellectual property of TSI Healthcare;
i. Links to external Internet sites are provided within the TSI Healthcare Site as a convenience to users. TSI Healthcare is not responsible for the content of these external sites. The listing of an external site does not imply endorsement of the site by TSI Healthcare.
j. You agree not to: (i) allow any person or entity acting on Your behalf or using Your System to act in any manner prohibited above; or (ii) attempt to act in any manner prohibited above. As used in these Terms and Conditions, “System” means the information technology You use, including without limitation, Your hardware, software, network and Internet connectivity, and information, individually or in any combination; and
k. You understand and agree that any use or attempted use of the TSI Healthcare Site in violation of these Terms and Conditions may, without prejudice to any other claims, rights, or remedies TSI Healthcare may have, result in the termination of Your rights to use the TSI Healthcare Site.
4. Customers and Other Contract Partners. These Terms and Conditions do not modify any agreement between You and TSI Healthcare. If You have entered into one or more agreements with Us that are in effect when You use the TSI Healthcare Site, software or our other products or services, You acknowledge and agree that: (a) Your use of the TSI Healthcare Site is governed by those agreements as well as by these Terms and Conditions. For example, and without limitation and where applicable: (i) Your obligations to safeguard TSI Healthcare’s confidential and proprietary information from unauthorized disclosure or use, as set forth in Your agreement(s) with Us, apply with respect to any and all use You may make of non-public sections of the TSI Healthcare Site; and (ii) Our use of the TSI Healthcare Site, if any, to deliver certain products, services or related Information Resources to You does not alter our agreement with You. The terms of Your agreement that define the scope of Your permitted use of these products, services or resources, apply fully to anything we deliver to You through this site. As such, You acknowledge and agree that certain uses You may make of the TSI Healthcare Site in violation of these Terms and Conditions may also constitute a material breach of one or more agreements You have entered into with TSI Healthcare. In the case of a conflict between any executed agreement between You and TSI Healthcare and these Terms or Conditions or any other document, the terms of the executed agreement between You and TSI Healthcare shall govern the right and obligations of the parties;
5. Disclaimers. EXCEPT AS AND TO THE EXTENT THAT TSI HEALTHCARE’S EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, THE TSI HEALTHCARE SITE IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” TSI HEALTHCARE DOES NOT WARRANT THAT THE TSI HEALTHCARE SITE WILL PERFORM AS YOU EXPECT OR WITHOUT INTERRUPTION, THAT IT WILL MEET YOUR NEEDS, BE SECURE, THAT THE CONTENT POSTED ON TO THE SITE WILL BE CURRENT, ACCURATE, OR FREE FROM ERRORS, VIRUSES, OTHER MALICIOUS OR HARMFUL CODE, OR OTHER DEFECTS, OR THAT THE TSI HEALTHCARE SITE WILL NOT ALTER OR DAMAGE YOUR SYSTEM. EXCEPT AS AND TO THE EXTENT THAT TSI HEALTHCARE’S EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, COMPANY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO THE TSI HEALTHCARE SITE, ANY FUNCTIONALITY, CONTENT OR OTHER INFORMATION MADE AVAILABLE TO YOU ON OR THROUGH THE TSI HEALTHCARE SITE, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOUR DECISION TO USE THE TSI HEALTHCARE SITE WITH RESPECT TO ANY INFORMATION IS YOUR SOLE RESPONSIBILITY AND THAT ANY AND ALL USES OF THE TSI HEALTHCARE SITE YOU MAY MAKE ARE, AND SHALL BE, AT YOUR SOLE RISK.
6. Limitation of Liability. IN NO EVENT SHALL COMPANY OR ANY OF COMPANY’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE TO YOU OR TO ANY OF YOUR AFFILIATED PRACTICES FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST DATA OR LOST OPPORTUNITIES, IN ANY WAY RELATING TO THESE TERMS AND CONDITIONS OR RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE TSI HEALTHCARE SITE OR ANY BREACH OF SECURITY, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.
YOU ACKNOWLEDGE AND AGREE THAT EXCEPT AS AND TO THE EXTENT THAT TSI HEALTHCARE’S EXECUTED AGREEMENT(S) WITH YOU MAY OTHERWISE EXPRESSLY PROVIDE, YOUR SOLE REMEDY FOR ANY INJURY YOU ALLEGE TO HAVE SUFFERED ARISING FROM OR RELATED TO YOUR USE OF THE TSI HEALTHCARE SITE IS TO STOP USING IT.
7. Indemnification. You agree to indemnify, defend and hold harmless, at Your sole expense, TSI Healthcare and its respective subsidiaries, affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any claim arising from or related to Your use of the TSI Healthcare Site. You agree to pay any and all such claims, losses, deficiencies, damages, liabilities, costs and expenses, including without limitation, reasonable attorney’s fees and all related costs and expenses as are incurred by or awarded against any one or more of the Indemnified Parties with respect to each such claim. TSI Healthcare will use reasonable efforts to provide You with prompt written notice of any such claim and of all related claims. You agree to conduct the defense and settlement of any related action or proceeding, subject to the Indemnified Parties’ consent to any position or settlement, which shall not be unreasonably delayed or withheld.
8. General. TSI Healthcare may change this policy at any time without notice to You and any and all changes to this policy are effective as of the date and time posted. You are welcome to contact us at any time with any questions. You may have about this policy, including questions as to whether the posted policy has been changed. No modification, amendment, or waiver of any provision of these Terms and Conditions shall be effective unless adopted by TSI Healthcare in writing. No failure or delay by TSI Healthcare in exercising any right, power, or remedy under these terms and conditions shall operate as a waiver of any such right, power, or remedy.
If any provision of these Terms and Conditions is ruled by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of these Terms and Conditions shall remain in full force and effect. You acknowledge and agree that each entity which collectively makes up TSI Healthcare is a third party beneficiary of these Terms and Conditions, and that each entity may enforce any provision of the Terms that benefits it. There are no other third party beneficiaries of these Terms and Conditions. These Terms and Conditions shall be interpreted, construed and governed by, and in accordance with, the laws of the State of North Carolina. Any cause of action arising out of or related to these Terms and Conditions may only be brought in the local court of applicable jurisdiction in the State of North Carolina, Orange County, and You hereby submit to the jurisdiction and venue of that court.
These Terms and Conditions are the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersede any prior or contemporaneous agreements or understandings, either written or oral.
Dated: April 17, 2012