Effective: May 6, 2019
“Affiliates” means organizations affiliated with the Alliance, including jointly owned entities.
“Personal Information” means information that identifies you or could reasonably be used to identify you and which is submitted to or collected by Discover Alliance and maintained by Discover Alliance in an accessible form.
“PHI” means protected health information as defined under the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191 (“HIPAA”).
“Services” means the services provided by Discover Alliance.
Categories Of Personally Identifiable Information And Other Information We May Collect.
We collect the following types of information:
- Your Personal Information. We may collect Personal Information, and other information that may be related to or necessary to support the Site, Services and other offerings, when you use or access the Site and certain pages of our business partners or if you send us correspondence or information.
- Registration. When registering to use the Services, you will be required to provide personal information, such as your name, company name, email address, phone number, and payment information.
- Purchases. When purchasing the Services, you may be required to provide information related to your financial qualifications and billing information, including but not limited to your billing name, address and credit card number.
Non-personal information refers to information that originates from but cannot be used to identify a specific individual. Discover Alliance may collect non-personal information from you during your use of the Site, including but not limited to your Internet Protocol (“IP”) address, referral data, browser type, browser language, platform type, type of mobile or other computing device, and geographical data, such as zip code and geographic location. Your browser or device typically sends non-personal information to our servers without your intervention whenever you visit our website. For example, your browser or device may tell us your IP address (which may tell us generally where you are located) and the type of browser and device you are using. When you visit our website, your browser may also tell us information such as the page that led you to our website and, if applicable, the search terms you typed into a search engine that led you to our website.
Discover Alliance may collect non-personal information for purposes of tracking and analyzing user preferences and trends in order to improve the quality and design of the Site and Services and to create new features, promotions, and functionalities; for editorial and feedback purposes; for marketing and promotional purposes; for content improvement; and to customize the Services. This information may also be shared with our business partners on an aggregated personally anonymous basis. We use IP addresses for diagnostic and statistical purposes, to administer the Site, and to track and aggregate non-Personal Information.
- Web Beacons. We may use web beacons alone or in conjunction with cookies to compile information about your usage of the Discover Alliance networks and interaction with e-mails from Discover Alliance. We may use the information from web beacons to operate and improve the Services and our email communications, and to provide you with information about Discover Alliance and our Services or our partner’s services.
How does Discover Alliance use the information it collects?
Discover Alliance uses and discloses User Data in the following ways:
To Contact You. We may use your Personal Information to contact you. Using your contact information, we may also send you e-mails and messages under the following circumstances, among others:
- to respond to an inquiry or request for information;
- to thank you for contacting us;
- to welcome you as a Member or to the Site;
- to explain new offerings and features for Members or for the Site, and;
- to communicate with you regarding your Membership, the Alliance, or the Site.
- Your contact information may also be made available or provided to third-party service providers and contractors (such as the Site webmaster), including but not limited to those who provide our services and other services to the Alliance or our Members.
To Provide the Services. User Data may be used to fulfill your requests for our Services and to provide account access, service notiﬁcations, and for other purposes related to use of the Site and Services and other offerings.
To Improve Operations. User Data is used in connection with marketing, operating and improving our Services, creating new services or offerings, support, troubleshooting, and debugging.
For Other Purposes. User Data may also be used and disclosed:
- For internal business purposes, such as analyzing your information and other uses;
- As necessary for Discover Alliance to conduct its business;
- For purchases, we may review the financial qualifications of organizations and use your or your company’s data to collect and make payments related to Membership or the Services;
- Information about your website use may be used to provide personalized information about available Services and other offerings from Discover Alliance and our partners;
- To fulfill a contract or take steps associated with a contract;
- If Discover Alliance in good faith believes that use or disclosure is necessary to protect Discover Alliance’s rights;
- In order for Discover Alliance to comply with a court order, law, regulation, legal process or proceeding, or request of a government agency;
- To maintain the security and integrity of the Site.
Publishing and Public Forums.
Publishing and Public Forums. We may provide bulletin boards, blogs, chat rooms, or other forums, directly on the Site or via third-party services. Any Personal Information you choose to submit in such a forum or that you Publish on or through the Alliance may be read, collected, or used by others who Subscribe, or visit the forums, and that information could be used to send you unsolicited messages. Discover Alliance is not responsible for the Personal Information you choose to Publish or submit in forums or any unsolicited messages that could result from your use of them.
Categories Of Third Parties With Whom We May Share Your User Data.
We May Share And Disclose Your Information In The Following Ways:
Aggregated Information. We may share certain aggregated demographic information with our business partners regarding the users of the Site. The aggregated information that we provide is not directly linked to any personally identifiable information.
Service Providers. Discover Alliance may work with other companies that help us run our business. These companies, including but not limited to third party vendors and other service providers, provide services such as delivering customer support, processing credit card payments, and sending e-mails on our behalf. Some service providers will have access to your User Data in order to provide services to you on our behalf. If the applicable information is to be provided or service is to be performed by a third party, then we will disclose the applicable information to the third party providing the information or performing the applicable service. Such third parties will be precluded from using your personal information for any purpose other than as authorized by Discover Alliance. In addition, we may partner with other companies to jointly offer products or services. If you purchase or express interest in such a jointly-offered product or service, we may share User Data collected in connection with your purchase or expression of interest with those partners. We do not control our business partners’ use of User Data. If you do not wish for your information to be shared in this manner, you should not purchase or inquire about such jointly-offered products or services. Service providers who manage credit card processing will store, retain, and use billing information for the purpose of credit card processing on our behalf. To facilitate our global operations, we may transfer and/or access User Data to or from locations outside the United States.
Government Entities. Discover Alliance reserves the right to disclose User Data to respond to authorized information requests from government authorities, to address national security situations, or when otherwise required by law. Discover Alliance may also use or disclose User Data if Discover Alliance believes that use or disclosure is necessary to protect Discover Alliance’s rights, to comply with applicable regulations or law, or to comply with a judicial proceeding, court order, or other legal process.
How to access and control your User Data. You may update or change your registration information by logging into your Account on the Discover Alliance network. Requests to Discover Alliance to modify or delete your information will be handled within thirty (30) days after account ownership has been veriﬁed.
Internet, Email and Texting Usage and Confidentiality Risks. The Services may include without limitation communication through, access to, or operation of the Services by Discover Alliance, you, or others, over the Internet, or through email and text messages, and other mediums of communication, and you authorize such communications. The confidentiality of User Data transmitted over the Internet, or through texting or email, or through other communication mediums, cannot be guaranteed. We urge you to exercise caution when transmitting User Data, including but not limited to Personal Information and PHI, via text message, over the Internet, or through email, especially Personal Information and PHI related to a person’s health. You may be required to create or be given a username and password related to the Services, and Discover Alliance may transmit such information to you via unencrypted email, text message, or other delivery system. Such communications may be accessed by unauthorized parties, including but not limited to due to incorrect contact information, intentional unauthorized access, or otherwise.
Is my personal information secure? We understand that the security of your personal information is important. We provide reasonable administrative, technical, and physical security measures to protect your personal information. However, despite our efforts, no security controls are 100% effective and Discover Alliance cannot ensure or warrant the security of your personal information.
Where does Discover Alliance store my personal information? Your personal information and files are stored on Discover Alliance servers and the servers of companies we hire to provide services to us.
Communication Preferences. You may manage your receipt of marketing and non-transactional email communications by clicking on the “Unsubscribe” link located at the bottom of our marketing emails, or alternative opt-out method may be utilized for services transmitted via e-mail or text message. Additionally, you may send a request specifying your communications preferences to [email protected] Users cannot opt out of receiving transactional emails related to their activities with Discover Alliance or the Services.
How long does Discover Alliance retain my information? We typically retain personal information related to our contract and business transactions with you for as long as you interact with us. Where we process personal information for marketing purposes or with your consent, we process the information until you ask us to stop and for a short period after this (to allow us to implement your requests).
California Online Privacy Protection Act Notice The California Online Privacy Protection Act also known as CalOPPA requires that online privacy notices disclose how a site responds to “Do Not Track” signals (“DNT”). There is no consensus yet on how the companies you encounter should interpret DNT signals. As a result, most websites, including this Site, have not changed their practices when they receive a DNT signal. You may send related requests to [email protected]
Change of Control. In the event Discover Alliance is involved in a merger, acquisition, or other change of control event, including but not limited to a sale of all or a portion of its assets, a change of control, or the sale of one of its product lines or divisions, User Data may be transferred to the other party so that such other party can continue to provide you with the Services.
Discover Alliance, Inc. Terms of Service
Effective: May 10, 2019
As a user of the Discover Alliance, Inc. (“Discover Alliance”) Services (as defined herein), you agree to the following terms and conditions of service (“Terms of Service”) and any other policies or terms (collectively “Additional Terms”) that are incorporated by reference (“Terms of Service” and “Additional Terms” shall collectively be referred to as “Terms”). For the avoidance of doubt, any Additional Terms referenced herein are hereby incorporated in their entirety into the Terms, and you agree to be bound by them.
By accessing or using the Services in any way, including without limitation accessing Discover Alliance’s web sites or networks, you agree to be bound by the Terms. If you do not agree to the Terms, you may not access or use the Services. If you are agreeing to these Terms on behalf of a company or other entity, you represent that you have the authority to agree to the Terms on behalf of such entity and that you, such entity, and its Affiliated Users are bound by these Terms (you, any such entity, and its Affiliated Users to be referred to as “you” or “your”). If you do not have such authority, or if you do not agree with the Terms, you may not access or use the Services. Capitalized terms, if not defined elsewhere, shall have the definitions provided for in Section 14 Definitions). Notwithstanding anything to the contrary in the Terms, to the extent a term or condition in the Terms is inconsistent with a specific term in any Additional Terms, the Additional Terms shall control with regards to that specific term.
Discover Alliance is continually innovating and improving our offerings. Discover Alliance reserves the right to modify the Services and these Terms at any time at its sole discretion without notice. Your use of the Services following any change in the Terms indicates and constitutes your agreement to the then current Terms.
1 Description of the Services. Through its platform Discover Alliance may provide you access to its offerings and resources, including but not limited to its networks, Web sites, and Discover Alliance product and service offerings, including but not limited to Publication Services (collectively the “Services”). The Services available to Members, non-member, guests, and the general public very. Please see www.DiscoverAlliance.org for details about Membership options and applicable fees.
2 Intellectual Property Rights.
2.1 Your Retention of Rights. Except as provided by the Terms, including licenses granted to Your Published Content, you and your licensors or suppliers retain all rights title and interests in and to your Content and Data (collectively “Your Content”), sent, received, submitted, used, or otherwise accessed through or placed in or on the Services.
2.2 Discover Alliance’s Retention of Rights. Except for as expressly granted in the Terms, Discover Alliance retains all rights, title, and interests in and to the Services, and all its Intellectual Property rights thereto.
2.3 Your Right to Use the Services. Subject to the compliance with the Terms, including the payment of applicable Membership, subscription, or other fees, Discover Alliance grants you a non-exclusive, personal, non-transferable, limited, non-sublicensable license to use the Services, during the Term.
2.4 Licenses to Discover Alliance. In order to provide you with the Services, you grant Discover Alliance a non-exclusive, worldwide, fully paid-up, royalty-free, perpetual, irrevocable, license to Your Content, including but not limited to any Intellectual Property rights therein, for Discover Alliance to exercise its rights under the Terms, including but not limited to the right to develop, improve, and commercially offer the Services, and the right to publish Your Content through the Services.
2.5 Publishing Content. For the purpose of this agreement “Publisher” means you or your Affiliated Users that submits Content for potential publication by Discover Alliance and whose content becomes Published Content. Publisher may submit Content to Discover Alliance (the “Submission” or “Contribution”) it desires to publish with Discover Alliance. Such Submission must include the information requested in the publishing instructions. Discover Alliance may review Submissions and in its sole discretion may decide to Publish or not to Publish any such Submission. Any Submission Published by Discover Alliance or otherwise made available through the Services shall be deemed Published Content. Discover Alliance has the right to remove Published Content from the Services at any time for any reason without notice. Discover Alliance shall also have the right to remove any Published Content if required by law or court order or if Discover Alliance, in its sole judgment, believes the Published Content violates this agreement, any Additional Terms, or any applicable Regulations, or if such Published Content is causing technical or operational issues with the Services. Publisher may request Discover Alliance to remove specific Published Content for technical, performance, or legal reasons. In such a case, Discover Alliance will take commercially reasonable efforts to remove such Published Content and to discontinue marketing and subscriptions related to same, however the removal of Published Content from Discover Alliance network will not prevent such Published content from continuing to be used by previous Subscribers.
2.6 Publisher’s License to Subscribers.
2.6.1 License. Subject to the Terms, Publishers hereby grant and agree to grant to each Subscriber a non-exclusive, personal, worldwide, non-transferable, non-sublicensable, royalty-free copyright license to use, reproduce, create derivative works of, distribute, display, and perform its Contribution(s).
2.6.2 Defensive Suspension. Publisher’s license to Subscribers in this Section and any rights under the Terms granted to any Subscriber shall terminate automatically without notice if such Subscriber brings any claim, suit, demand, or action related to the Published Content against any Publisher or Discover Alliance.
2.7 Third-Party Content. Any third-party materials, including but not limited to Data, PHI, documentation, white papers, software, algorithms, and clinical content, available for use or download through the Services (“Third Party Content”) is the property of the owner of that Third Party Content, or as applicable its licensors or suppliers. The use of some Third Party Content, including but not limited to Software and other executables, documents, and materials, may be offered under the terms of one or more end user license agreements, open source licenses, or other agreements or licenses (such third party agreements hereinafter referred to as a “Third Party License”). You may not access or use Third Party Content that is governed by a Third Party License unless you agree to and comply with any applicable Third Party License. Discover Alliance does not sponsor or endorse any Third Party Content, and disclaims all liability with regards to such materials. The Services may link to material or other sites hosted by third parties on the Internet. Discover Alliance does not sponsor or endorse such sites, and disclaims all liability with regards to any materials, information, products, or services offered by such sites, or otherwise offered by any third party.
2.8 Limited Trademark License. You grant to Discover Alliance a limited, non-exclusive, fully paid-up, worldwide, royalty-free, non-transferable license to display your approved trademarks and logos for the limited purpose of allowing Discover Alliance to reference that you are a customer of Discover Alliance or its services and to publish Your Content which may contain your marks. Any goodwill that is derived from the use of your marks shall inure to your benefit.
2.9 Feedback. Discover Alliance appreciates feedback on its Services, including without limitation, suggestions and ideas for the improvement of its current or potential offerings and solutions, including without limitation, in the form of ideas, data, software improvements, code, or other information and materials related to the Services, or features and functionality related thereto (“Feedback”). If you choose to provide Feedback to Discover Alliance, such Feedback will be deemed non-confidential, regardless of whether or not such Feedback is marked as confidential. In order for Discover Alliance to use the Feedback, you grant and agree to grant Discover Alliance a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual, non-revocable, sub-licensable, license in and to any Feedback, including but not limited to any Intellectual Property rights therein, to develop, manufacture, make, have made, reproduce, have reproduced, modify, use, export, import, create derivative works of, offer to sell and sell such Feedback, and to grant others the same rights.
3 Accounts and Passwords. If the Services require you to open an Account with Discover Alliance, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration process. You may also be required to choose a password and username. You are solely responsible for maintaining the confidentiality of your passwords and accounts, and for any and all activities that occur under your Account. You agree to notify Discover Alliance immediately if you become aware of any unauthorized use of your Account or any other breach of security. Discover Alliance will not be liable for any loss that you may incur as a result of someone else using your password or Account, either with or without your knowledge.
5 Use Restrictions. To preserve the quality and security of the Services, and out of respect for other Users, you are responsible for your conduct while accessing or using the Services, and for refraining from certain conduct. You shall not remove, alter or deface any legends, restrictions, product identification, copyright, trademark or other proprietary notices from the Services or another’s Content. You may not use the Services to conduct any business or activity, or solicit the performance of any activity, which is prohibited by or would violate any applicable law or legal obligation, or for purposes that may create civil or criminal liability, including without limitation: (a) uses which are defamatory, deceptive, obscene, or otherwise inappropriate; (b) uses that violate or infringe upon the rights of any other person, including but not limited to Intellectual Property rights, such as unauthorized distribution of copyrighted material; (c) “spamming,” sending unsolicited bulk e-mail or other messages on the Services or sending unsolicited advertising or similar conduct; (d) threats to or harassment of another; (e) impersonating another person or other misrepresentation of source; (f) assisting or permitting any persons in engaging in any of the activities described in this Policy; (g) intentionally distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (h) monitor, crawl, cache, or scrape another system without authorization, or do so in a manner that impairs or disrupts the system being so utilized; (i) perform Denial of Service (DoS) attacks or otherwise interfere with the proper functioning of a system including without limitation any deliberate attempt to overload a system by mail/news bombing, broadcast attacks, or flooding techniques; (j) interfere with another User’s enjoyment of the Services, or; (k) use the Services in connection with illegal peer-to-peer file sharing. Any software or other applicable materials (“Software”) made available through the Services are subject to United States export controls. Software from the Services may not be downloaded or otherwise exported or re-exported to certain countries. In particular, Software may not be exported or re-exported (i) into (or to a national or resident of) any U.S. embargoed countries or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By downloading and using Software from the Services, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
6 Term and Termination. This agreement commences on the date you first accept or access the Services, and continues until you cease using the Services, or the expiration or termination of this agreement by Discover Alliance, whichever occurs first. Discover Alliance may terminate this agreement upon seven (7) days’ notice for any or no reason. Additional terms and conditions may apply to any particular service or offering. Discover Alliance may terminate your right to the Services without notice in the event you fail to comply with the Terms. Discover Alliance preserves the right to modify, discontinue, suspend or terminate Services, in whole or in part, if (a) it determines in its discretion that such suspension is necessary to comply with any applicable law, Regulations or order of any governmental authority, or (b) immediately if Discover Alliance determines in its business judgment that the performance, integrity or security of the Services are being adversely impacted or in danger of being compromised. Any section of these terms that by their nature should survive termination of this agreement shall so survive, including Sections: 2.1; 2.2; 2.4; 2.5; 2.6; 2.7; 2.8; 2.9; 4; 5; 6; 7; 8; 9; 10; 11; 12; 13, and 14 shall survive expiration or termination for any reason.
7.1 While the Services do not contemplate the use or transmission of PHI, the Services may provide functionality, such as tools related to PHI, or be used by you, your organization, or a Third Party in a manner where PHI is transmitted or used. If you or your Affiliated Users use PHI, you agree that you are solely responsible for compliance with all applicable Regulations, including without limitation, complying with all applicable restrictions, and obtaining all necessary consents and authorizations, for your use and disclosure of PHI, regardless of whether the PHI was received through the Services or otherwise. You further acknowledge that if your use of the Services includes the use of PHI, that you authorize Discover Alliance to use your PHI, as necessary for Discover Alliance to offer the Services, or as otherwise provided for by these Terms.
7.2 Discover Alliance is not responsible for your compliance with any Regulations due to your use of the Services. You are solely responsible for developing, implementing, maintaining and using the safeguards identified in the HIPAA Security Rule, 45 C.F.R. Part 160 and 164, Subparts A and C, regardless of whether such party or a Customer is subject to HIPAA. You warrant that you have implemented administrative, physical and technical safeguards to: (a) protect the confidentiality, integrity and accessibility of PHI used within or through the Services, and; (b) prevent the unauthorized use of or unauthorized access to PHI acquired in the Services. Future regulations or industry practices may affect performance of the Services and require Discover Alliance, you, or others to meet additional regulatory requirements or to discontinue using some or all of the Services.
7.3 Security Incidents. You shall promptly notify Discover Alliance in writing as soon as reasonably possible, if you become aware of any Use of any PHI or other personal information by you, or another party that may compromise the security or integrity of that PHI or personal information on or in the Services or that would require notice to a Party, a Customer, a User or any patient under any applicable state or federal laws. In such a case, you shall provide detailed information to the other Parties about the incident, the names and contact information of all individuals whose information was involved (if known by the Notifying Party), and all other information reasonably necessary for the other Parties to mitigate the incident.
7.4 Notifications. You shall be solely responsible for making any and all notifications required by applicable laws to be made by you to Your Users or Customers, or other individuals that result from any unauthorized access to or Use of PHI on your Account. You shall be responsible for all costs relating to any unauthorized access to or Use of PHI, including without limitation the costs of any notification requirements.
8.1 Contributions. If you make a Contribution you warrant that you have all necessary rights to make such contribution to Discover Alliance, and to grant the licenses in these Terms to Discover Alliance and any Subscriber, and that Discover Alliance may Publish your Contribution and Subscribers may use any Contribution in accordance with the licenses herein and without infringing the Intellectual Property rights of any third party.
8.2 Regulations. You warrant that you shall comply with these Terms, and without limitation, all applicable laws, statutes, ordinances and Regulations related to your use of the Services and under these Terms.
DISCOVER ALLIANCE ASSUMES NO RESPONSIBILITY FOR, AND MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR EFFECTIVENESS OF ANY PUBLISHED CONTENT.
YOU ACKNOWLEDGE AND AGREE THAT: (A) DISCOVER ALLIANCE DOES NOT CONTROL, REVIEW, REVISE, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION THIRD-PARTY VENDORS AND THIRD PARTIES ACCESSIBLE THROUGH THE SERVICES; (B) DISCOVER ALLIANCE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT ANY SUCH THIRD PARTIES, THEIR MATERIALS OR THEIR SERVICES; (C) ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN SOLE RISK; AND (D) DISCOVER ALLIANCE SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DISCOVER ALLIANCE OFFERS ALL INFORMATION, CONTENT, PHI, DATA AND SERVICES “AS-IS” AND “AS AVAILABLE” AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING CONTENT OR THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. DISCOVER ALLIANCE DOES NOT WARRANT THAT CONTENT, THIRD PARTY CONTENT, AND/OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT DISCOVER ALLIANCE’S SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. DISCOVER ALLIANCE DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE OR THE RESULT OF USE OF ANY CONTENT, THIRD PARTY CONTENT, OR THE SERVICES IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. DISCOVER ALLIANCE SHALL NOT HAVE RESPONSIBILITY OR LIABILITY RELATED TO THE CLINICAL ACCURACY, CONTENT OR COMPLETENESS OF ANY PHI RECEIVED BY OR TRANSMITTED BY YOU THROUGH THE SERVICES.
EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW AND THEN ONLY TO THAT EXTENT, IN NO EVENT WILL DISCOVER ALLIANCE, ITS EMPLOYEES, CONTRACTORS, LICENSORS, SUPPLIERS, PARTNERS, ATTORNEYS, MANAGERS, OFFICERS, DIRECTORS, AFFILIATES, PARENTS, SUBSIDIARIES, PREDECESSORS, SUCCESSORS, SHAREHOLDERS, ASSIGNS, OR AGENTS (COLLECTIVELY “DISCOVER ALLIANCE PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE, AND BUSINESS), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), STATUTE, EQUITY, PRODUCT LIABILITY, INFRINGEMENT OF ANY PROPERTY RIGHT (INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY RIGHTS), MISAPPROPRIATION, FUNDAMENTAL BREACH, OR OTHERWISE ARISING FROM OR RELATED TO THE TERMS, ANY AGREEMENT BETWEEN DISCOVER ALLIANCE AND YOU, THE SERVICES, CONTENT OR INFORMATION, REGARDLESS OF WHETHER OR NOT THE DISCOVER ALLIANCE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
Data Loss or Damage. WITHOUT LIMITING THE LIABILITY DISCLAIMERS IN THE TERMS, DISCOVER ALLIANCE SHALL NOT BE LIABLE FOR ANY DAMAGES RELATED TO THE LOSS OF OR DAMAGE TO ANY PHI OR DATA WHETHER YOURS, A CUSTOMER’S, OR YOUR USERS OR ANOTHER PARTY, OR FOR THE UNAVAILABILITY OF THE SERVICES.
No Medical Advice. ALTHOUGH SOME OF THE CONTENT THAT IS PROVIDED TO YOU ON OR THROUGH THE SERVICES MAY BE PROVIDED BY INDIVIDUALS IN THE MEDICAL PROFESSION, YOU ACKNOWLEDGE THAT THE PROVISION OF SUCH CONTENT DOES NOT CREATE A MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP AND DOES NOT CONSTITUTE AN OPINION, MEDICAL ADVICE OR DIAGNOSIS OR TREATMENT OF ANY PARTICULAR CONDITION. DISCOVER ALLIANCE DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC TEST, DOCTOR, HEALTH CARE PROVIDER, PROCEDURE OR INFORMATION THAT MAY APPEAR ON THE SERVICES. YOUR USE OF THE CONTENT PROVIDED ON OR THROUGH THE SERVICES IS AT YOUR OWN SOLE RISK AND YOU WARRANT THAT YOU ARE RESPONSIBLE FOR AND SHALL ENSURE THAT YOU PROVIDE ANY SUCH CONTENT WITH PROPER AND APPROPRIATE WARNINGS AND DISCLAIMERS THAT SAME DO NOT CONSTITUTE MEDICAL ADVICE.
10 Indemnification. You agree to hold harmless and indemnify Discover Alliance and the Discover Alliance Parties from and against any third party claims, including without limitation any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and attorneys' fees, of every kind and nature (collectively, “Claims”), arising from or in any way related to: (a) your breach of the Terms or any agreement between Discover Alliance and you; (b) your use of the Services; (c) your violation of the Terms, any warranty provided by you, or of any Intellectual Property right of any third-party; (d) your violation of any applicable laws, rules or Regulations in connection with the use of the Services; (e) your Content, or; (f) your use of PHI.
11 Limitation of Liabilities. IN NO EVENT SHALL DISCOVER ALLIANCE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW) EXCEED THE ONE HUNDRED ($100) DOLLARS. THE FOREGOING LIMITATIONS WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY AND EVEN IF (A) THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) DISCOVER ALLIANCE WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES; AND (C) SUCH DAMAGES WERE FORESEEABLE.
12 Copyright Claims. Discover Alliance respects the Intellectual Property rights of others. Accordingly, Discover Alliance desires to abide by the federal Digital Millennium Copyright Act (“DMCA”) by responding to notices of alleged infringement. As part of our response, we may remove or disable access to Content residing on or within the Services that is claimed to be infringing, in which case we will make a good-faith attempt to contact the person who submitted the affected material so that they may respond to the notification. To file a notice of infringing material, please provide a written notification containing the following details to Discover Alliance: (a) reasonably sufficient details to enable us to identify and locate the work claimed to be infringed (for example: title, author, any registration or tracking number, URL); (b) your contact information so that we can contact you (for example, your address, telephone number, email address); (c) A statement that you have a good faith belief that the use of the material identified is not authorized by the copyright owner, its agent, or the law, and; (d) A statement that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed.
13 General Terms.
13.1 Choice of Law and Venue. The Terms will be governed by and construed exclusively in accordance with the laws of the State of Delaware without regard to principles of conflicts of law. Any legal action or proceeding arising under these Terms or otherwise arising out of the relationship of the parties will be brought exclusively in New Castle County, Delaware, and the parties hereby consent to exclusive personal jurisdiction and venue therein.
13.2 Assignment. You may not assign or otherwise transfer any of your rights or obligations under these Terms (whether by operation of law, change of control, or otherwise), except, with reasonable notice to Discover Alliance, to any successor to its business by merger, acquisition, consolidation or sale of assets, or to any entity controlling, controlled by or under common control with you. Discover Alliance may assign or otherwise transfer any of its rights or obligations under the Terms at any time without notice.
13.3 Severability. If any part of a provision of these Terms is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the remainder of that provision and all other provisions of these Terms will not be affected.
13.4 No Third Party Beneficiaries. Except as expressly provided, nothing in these Terms will confer any right, remedy, or obligation upon any party other than Discover Alliance and you.
13.5 Construction. Any ambiguity in these Terms shall be resolved in favor of the meaning that permits the parties to comply with applicable law and any current regulations promulgated thereunder, and no term shall be construed against any party based upon who drafted the Terms.
13.6 No Waivers. Any failure of a party to exercise or enforce any of its rights under these Terms will not act as a waiver of such rights.
13.7 Discover Alliance may disclose your information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Discover Alliance shall not be liable for any use or disclosure of such information.
13.8 Entire Agreement. These Terms, including without limitation all Additional Terms incorporated by reference, contain the entire agreement between the parties related to this subject matter and no alteration or variation of the Terms shall be valid unless made in a writing signed by both parties. This agreement supersedes any prior or contemporaneous agreements or understandings between the parties hereto.
“Account” means your account with Discover Alliance, including without limitation the record of users, usages, rights, obligations in a commercial agreements between you, as the Account owner and Discover Alliance.
“Affiliated Users” means your employees, contractors, owners, Users, Customers, and other people and entities that access the Services or the product of the Services through or from your Account.
“Content” means all materials, including but not limited to Published Content, scripts, algorithms, applications, insights, Data, code, source code, patient populations, notes, messages, documentation and other materials created in, with, or accessible through or used in conjunction with the Services.
“Customers” or “Your Customers” means your customers or other parties that you do business with, and/or who have access to the Services as part of or in relation to your offerings, or to which you otherwise make the Services available.
“Data” means the information, whether in electronic form or otherwise, that resides in or on the Services provided by you or a third party.
“Intellectual Property” means patents, copyrights, trade secrets, mask works, trademarks (including without limitation trade names, logos and service marks) and confidential know-how, in each case whether registered or unregistered, and including without limitation any application(s) for patent or registration for any of these, and the equivalent on a world-wide basis.
“Protected Health Information” or “PHI” will have the same meaning as the term “protected health information” in 45 C.F.R. § 160.103, as applied to the information created, received, maintained or transmitted by you, your Affiliate, or another party.
“Published Content” means any Content which is Published by Discover Alliance, or that is otherwise made available by Discover Alliance.
“Publish” or “Post” means making available Published Content on or through the Services.
“Publication Services” means the services offered by Discover Alliance allowing a user to Post, or Publish Content on or through the Discover Alliance Services. Details about Discover Alliance’s Publication Services and the features and functionality available for each are available on the Discover Alliance website.
“Regulations” means, in the United States, collectively, the Privacy and Security Regulations promulgated by the United States Department of Health and Human Services (“HHS”) at 45 CFR Parts 160, 162 and 164 that were issued pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended, and the rules and regulations promulgated thereunder (“HIPAA”) and pursuant to the provisions of the Health Information Technology for Economic and Clinical Health Act of 2009, as amended, and the rules and regulations promulgated thereunder (“HITECH”) and similar laws, rules and regulations that may be promulgated by HHS. In jurisdictions outside the United States, “Regulations” means the regulations and legal requirements that relate to the creation, use, sharing, disclosure, and transmittal of healthcare information, data, and procedures, and patient data and information in such jurisdiction.
“Services” means, collectively, the services and offerings available from Discover Alliance.
“Subscriber” means any party using Published Content.
“Third Party” means any other party who is not you or Discover Alliance.
“Third Party Content” means Content that is provided by a party other than Discover Alliance.
“User” means any individual or party who has access to the Services.
“You”, “you” or “your” means you, your company (or other entity you represent), and your Affiliates.
“Your Users” means you, your employees, consultants, contractors, agents, and other persons as applicable, who access the Services through your Account, including without limitation those placing Your Orders. For avoidance of doubt, a User may be an individual authorized by multiple Accounts; that individual is only ‘Your User’ when using the Services through your Account.