These Terms & Conditions of Use (these “Terms”) constitute a binding agreement between you and Net Health Systems, Inc. (“Net Health”), owner of the FOTO Patient Outcomes, governing your use of and access to the FOTO patient-reported outcome measures, scoring tables, cross-walk tables, and risk-adjustment components (collectively, the “FOTO Content”). The FOTO Content is provided free of charge, subject to these Terms, to eligible healthcare providers as a support tool in connection with treatment of patients in a clinical context. Any intended use of the FOTO Content outside of this specified context is prohibited absent the express written consent of Net Health. Your use of and access to the FOTO Content is subject to your agreement with these Terms, and these Terms constitute the entire agreement between you and Net Health regarding your use of and access to the FOTO Content. The FOTO Content is not intended for use by minors under the age of 18, and by using the FOTO Content, you attest that you are of majority age.
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE FOTO CONTENT. BY ACCESSING OR USING THE FOTO CONTENT, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THESE TERMS.
Limited License to Access and Use the FOTO Content
Net Health grants you a non-exclusive, non-assignable, non-sublicensable, terminable, limited license to access and use the FOTO Content as a support tool in connection with the treatment of patients and for monitoring patient progress solely in connection with your participation in the Center for Medicare & Medicaid Services’ (“CMS”) Merit-based Incentive Payment System (“MIPS”). You may view, copy, print and use content contained within the FOTO Content solely for the foregoing use. Nothing in these Terms is intended to, or may be construed as, conferring any license or other grant of right to use any patent, copyright, trademark, service mark or other intellectual property of Net Health or any third party.
Except as set forth above, you may not use, copy, modify, distribute, translate, reproduce, republish, disassemble, reverse engineer, decompile, mirror, frame, hyperlink or transmit any of the content or materials of the FOTO Content or rent or sell use of or access to the FOTO Content, or any of the content or materials on the FOTO Content. Other than allowing your patients to complete the FOTO Content forms in your practice, you may not permit third parties to access the FOTO Content or use any FOTO Content and may not make any other use of the FOTO Content or any FOTO Content except as set forth in these Terms.
You agree to use the FOTO Content for lawful purposes only. You may not post or transmit through the FOTO Content any material (i) that violates or infringes in any way upon the rights of others, (ii) that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, or (iii) that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law.
You understand and agree that Net Health may terminate or otherwise deny your access to the FOTO Content and without notice in the event Net Health believes in its sole discretion that you have violated these Terms.
You acknowledge and agree that your use of the FOTO Content, including any material or information contained therein, is at your own discretion and risk.
Net Health reserves the right without prior notice to discontinue any features or content available on the FOTO Content, or otherwise change specifications at any time without incurring any obligations to you or any other party. Nothing herein shall be deemed as a guarantee that the FOTO Content will be available at any given time.
Ownership
The FOTO Content and all content included therein, including but not limited to the text, graphics, button icons, images, artwork, names, logos, trademarks, are and shall remain the property of Net Health and are protected by applicable intellectual property laws. The compilation of all content on the FOTO Content, as well as the original arrangement, organization, design, formatting, trade dress, look and feel of the FOTO Content is the exclusive property of Net Health and is also protected by applicable intellectual property laws. The FOTO Content may also contain various third-party names and marks that are the property of their respective owners.
Any unauthorized use of our marks or of our copyrighted material or trade dress or any other intellectual property is strictly prohibited and may be prosecuted to the fullest extent of the law.
To the extent that you send Net Health any feedback, ideas, comments, or suggestions relative to the FOTO Content (collectively, “Feedback”), such Feedback shall not be treated as confidential, Net Health shall have no obligation or responsibility to take any action whatsoever in regard to such Feedback, and such submission of Feedback shall be considered a royalty-free perpetual assignment of such Feedback to Net Health for Net Health to use (or not use) in its sole discretion, including but not limited to copying, reproducing, or incorporating such Feedback into the FOTO Content without any obligation to you.
No Medical Advice
NET HEALTH IS NOT A MEDICAL PROVIDER. YOU ACKNOWLEDGE AND AGREE THAT THE FOTO CONTENT IS A SUPPORT TOOL ONLY AND IS NOT TO BE RELIED UPON AS A SOLE SOURCE OF INFORMATION IN CONNECTION WITH MEDICAL ADVICE, TREATMENT OR MANAGEMENT OF HEALTH CONDITIONS, OR THE PROVISION OF HEALTH CARE SERVICES AND THAT, AS IS THE CASE WITH ANY COMPLEX COMPUTER SOFTWARE, THE FOTO CONTENT MAY CONTAIN ERRORS. YOU ARE SOLELY RESPONSIBLE FOR THE MEDICAL ADVICE YOU PROVIDE TO YOUR PATIENTS.
ANY CONTENT MADE AVAILABLE TO YOU VIA THE FOTO CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. NET HEALTH DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF THE FOTO CONTENT AND SHALL NOT BE LIABLE IN ANY WAY TO YOU, OR ANYONE ELSE TO WHOM THE CONTENT MAY BE FURNISHED, FOR ANY DELAYS, INACCURACIES, UNAVAILABILITY, ERRORS OR OMISSIONS IN THE FOTO CONTENT. THE FOTO CONTENT IS RELIED UPON AT YOUR OWN RISK AND SOLE DISCRETION.
NO WARRANTIES
THE FOTO CONTENT AND ALL INFORMATION, SERVICES AND RELATED MATERIALS IT CONTAINS ARE PROVIDED ON AN “AS IS” BASIS. NET HEALTH MAKES AND YOU RECEIVE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR IN ANY OTHER PROVISION OF THESE TERMS OR ANY OTHER COMMUNICATION, REGARDING THE FOTO CONTENT, AND NET HEALTH SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE TO THE FULLEST EXTENT PERMISSIBLE BY LAW. IF FOR ANY REASON YOU ARE NOT SATISFIED WITH THE FOTO CONTENT OR ITS CONTENT, YOUR SOLE REMEDY IS TO CEASE USING THE FOTO CONTENT.
Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NET HEALTH OR ANY OF ITS RESPECTIVE VENDORS, AFFILIATES, OFFICERS, MEMBERS, REPRESENTATIVES, SUPPLIERS, DIRECTORS, EMPLOYEES, CONSULTANTS, OWNERS, OR AGENTS BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOSS OF USE, DATA, INFORMATION, PROFITS, BUSINESS, REVENUE, EXPECTED SAVINGS OR BUSINESS INTERRUPTION, OR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES ARISING FROM OR OTHERWISE RELATED TO THE FOTO CONTENT OR YOUR USE OF THE FOTO CONTENT, WHETHER SUCH DAMAGES ARE BASED IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF NET HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE OTHERWISE FORESEEABLE. YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF SUCH DAMAGE IS TO DISCONTINUE YOUR ACCESS TO AND USE OF THE FOTO CONTENT. NOTWITHSTANDING THE FOREGOING, IN ANY EVENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF NET HEALTH AND ITS AFFILIATES AND VENDORS FOR ANY REASON RELATING TO THE FOTO CONTENT SHALL NOT EXCEED $100.00 US DOLLARS.
Indemnification
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS NET HEALTH AND ITS RESPECTIVE VENDORS, AFFILIATES AND THEIR OFFICERS, DIRECTORS, REPRESENTATIVES, EMPLOYEES, CONSULTANTS, AND AGENTS FROM AND AGAINST ANY CLAIMS, ALLEGATIONS, DAMAGES, LOSSES, LIABILITIES OR EXPENSES (INCLUDING, BUT NOT LIMITED TO ATTORNEYS’ FEES) THAT SUCH PARTY MAY SUFFER OR INCUR AS A RESULT OF (I) YOUR USE OR MISUSE OF THE FOTO CONTENT, (II) YOUR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF NET HEALTH, OR ANY OTHER PERSON OR ENTITY, (III) YOUR VIOLATION OF ANY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION ANY PRIVACY OR DATA SECURITY LAW OR REGULATION OR (IV) YOUR VIOLATION OF THESE TERMS. NOTWITHSTANDING THE FOREGOING, NET HEALTH RESERVES THE RIGHT TO PARTICIPATE IN THE DEFENSE OF ANY SUCH CLAIM, SUBJECT TO YOUR INDEMNIFICATION OBLIGATIONS.
Modifications to these Terms
NET HEALTH MAY REVISE THESE TERMS AT ANY TIME, AND THE REVISIONS WILL BE EFFECTIVE AS OF THEIR POSTING. BY ACCESSING OR USING THE FOTO CONTENT, YOU ARE AGREEING TO THE THEN-CURRENT ITERATION OF THESE TERMS.
Disputes and Interpretation
These Terms and your use of the FOTO Content are governed by and interpreted under the laws of the Commonwealth of Pennsylvania and the federal laws of the United States, without regard to any conflicts of laws principles. The state and federal courts sitting in Allegheny County, Pennsylvania will have exclusive jurisdiction to entertain any action arising under these Terms. You hereby irrevocably submit to the exclusive jurisdiction and venue of such courts, as applicable, and waive any objections to such jurisdiction and venue.
If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition will be severable and shall not affect the validity and enforceability of any remaining condition.
These Terms are the sole agreement governing your use of and access to the FOTO Content and supersedes all other agreements regarding use of the FOTO Content. Any waiver of any portion of these Terms will be effective only if in writing and signed by Net Health.