Website Terms & Conditions
Effective as of June 8, 2012
These terms and conditions (the “Terms of Service”) govern your access to and use of HMS Health’s websites and mobile applications that link to or reference these Terms of Service (collectively, the “Service”). By accessing or using the Service, you are agreeing to these Terms of Service and concluding a legally binding contract with HMS Health LLC (“HMS Health”). Do not access or use the Service if you are unwilling or unable to be bound by the Terms of Service.
- “You” and “your” refer to you, as a user of the Service. A “user” is someone who accesses, browses, crawls, scrapes, or in any way uses the Service. “We”, “us”, and “our” refer to HMS Health.
- “Content” means text, images, photos, audio, video, location data, and all other forms of data or communication. “Your Content” means Content that you submit or transmit to, through, or in connection with the Service, such as ratings, reviews, check-ins, and messages. “User Content” means Content that users submit or transmit to, through, or in connection with the Service. “HMS Health Content” means Content that we create and make available in connection with the Service. “Third Party Content” means Content that originates from parties other than HMS Health or its users, which is made available in connection with the Service. “Site Content” means all of the Content that is made available in connection with the Service, including Your Content, User Content, Third Party Content, and HMS Health Content.
2. Changes to the Terms of Service
We may modify the Terms of Service from time to time. When changes are made, we will notify you by making the revised version available on the Service, and will indicate at the top of this page the date that revisions were last made. You should revisit these Terms of Service on a regular basis as revised versions will be binding on you. Any such modification will be effective upon our posting of new Terms of Service. You understand and agree that your continued access to or use of the Service after any posted modification to the Terms of Service indicates your acceptance of the modification.
We may translate these Terms of Service into other languages for your convenience. Nevertheless, the English version governs your relationship with HMS Health, and any inconsistencies among the different versions will be resolved in favor of the English version.
4. Using the Service
- Eligibility To access or use the Service, you must be 18 years or older and have the requisite power and authority to enter into these Terms of Service. You may not access or use the Service if you are a competitor of ours.
- Permission to Use the Service We grant you a limited, non-exclusive, non-assignable, non-transferable license to use the Service, subject to the restrictions in these Terms of Service. Your use of the Service is at your own risk.
- Site Availability The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability. These Terms of Service will govern any such modified or updated Service, unless such update is accompanied by a separate agreement, in which case the terms of that agreement will govern.
- User Accounts You may be asked to create an account and provide certain information about yourself in order to use some of the features that are offered through the Service. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. We reserve the right to close your account at any time for any or no reason.
- Communications from HMS Health and other Users By creating an account, you agree to receive certain communications in connection with the Service. For example, you might receive promotional email updates. You may opt out of non-essential emails at any time.
- Representations You represent and warrant to HMS Health that you will use the Service only for lawful purposes. You represent and warrant that you will use the Service in a safe manner and that you will not access the Service while operating a motor vehicle or in any other unsafe circumstances which may cause harm to yourself or others. You agree you will be solely responsible for damages or injuries caused to yourself or others as a result of your use of the Service in a dangerous or unsafe manner. You represent and warrant that you are authorized to enter into these Terms of Service, and that you will at all times comply with these Terms of Service and all local, state, federal and international laws and regulations that may apply to your use of the Service.
- Our Right to Use Your Content We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). As such, you hereby irrevocably grant us world-wide, non-exclusive, royalty-free, sublicensable, transferable rights to use Your Content for any purpose. You also irrevocably grant the users of the Service and any Other Media the right to access Your Content in connection with their use of the Service and any Other Media. Finally, you irrevocably waive, and cause to be waived, against HMS Health and its users any claims and assertions of moral rights or attribution with respect to Your Content. By “use” we mean use, copy, publicly perform or display, distribute, modify, translate, and create derivative works of Your Content.
- Ownership As between you and HMS Health, you own Your Content (see 5. “Content, 1.Our Right to Use Your Content” for usage). We own the HMS Health Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of the Service excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (the “IP Rights”) associated with the HMS Health Content and the Service, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the HMS Health Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Service and the HMS Health Content are retained by us.
- Advertising HMS Health and its licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
- Other We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion and without notice to you. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.
We are under no obligation to enforce the Terms of Service on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms of Service, we reserve the right to investigate and take appropriate action at our sole discretion.
You agree not to, and will not assist or enable others to:
- Violate the Terms of Service;
- Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Service or Site Content (other than Your Content), except as expressly authorized by HMS Health;
- Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Service or any Site Content;
- Reverse engineer any portion of the Service;
- Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Service or on any materials printed or copied from the Service;
- Reformat or frame any portion of the Service;
- Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on HMS Health’s technology infrastructure or otherwise make excessive traffic demands of the Service;
- Attempt to gain unauthorized access to the Service, user accounts, computer systems or networks connected to the Service through hacking, password mining or any other means;
- Use the Service or any Site Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, “Viruses”);
- Use any device, software or routine that interferes with the proper working of the Service, or otherwise attempt to interfere with the proper working of the Service;
- Use the Service to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Service or Site Content; or
- Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Service. The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to them (even if permissible under applicable law) without providing 30 days’ prior written notice to us here, together with any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion.
7. Guidelines and Policies
- Other Agreements To the extent the provisions of these Terms of Service conflict with any such other terms and conditions agreed to between you and HMS Health, the provisions of such other terms and conditions shall control and prevail. To the extent the provisions of these Terms of Service do not conflict with any such other terms and conditions agreed to between the parties, the provisions of these Terms of Service shall apply.
8. Suggestions and Improvements
By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute and sublicense the Feedback.
9. Third Parties
The Service may include links to other websites or applications (each, a “Third Party Site”). We do not control or endorse any Third Party Site. You agree that we are not responsible for the availability or contents of such Third Party Sites. Your use of Third Party Sites is at your own risk. Some of the services made available through the Service are provided in connection with third parties and subject to additional terms posted here which are incorporated herein by reference.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HMS HEALTH AND ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF YOUR VIOLATION OR BREACH OF ANY TERM OF THIS AGREEMENT OR ANY APPLICABLE LAW OR REGULATION, VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, OR USE OR MISUSE OF THE SERVICE. HMS Health reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of HMS Health. HMS Health will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
11. No Warranty
HMS Health will not, at all times, control all of the Content posted on this webpage, and, as such, does not guarantee the accuracy, integrity or quality of such Content, nor dues HMS Health take any responsibility for the Content. You acknowledge that HMS Health has the right but no obligation to prescreen postings and to remove any Content that violates this Agreement or is deemed by HMS Health, in its sole discretion, to be otherwise objectionable. Please notify HMS Health of inappropriate or illegal Content. All information on this webpage is subject to change at any time without notice. HMS Health is not responsible for any decision made or action taken by you or any third party in reliance upon any information obtained from or via the Service. While HMS Health makes considerable effort to ensure that your use of the Site is trouble-free, HMS Health does not warrant that the Site will operate free from error. Additionally, HMS Health does not warrant that use of the Site will not result in damage to your computer/phone or that your computer/phone, software or other property will not become infected with a virus or other harmful objects. You are therefore advised to take suitable precautions and to use your own anti-virus software or other similar software at all times. EXCEPT AS EXPRESSLY SET OUT HEREIN OR UNLESS AS OTHERWISE SET OUT IN A WRITTEN AGREEMENT BETWEEN YOU AND HMS HEALTH PURSUANT TO WHICH HMS HEALTH HAS MADE EXPRESS REPRESENTATIONS AND WARRANTIES TO YOU THAT REMAIN IN FULL FORCE AND EFFECT, HMS HEALTH DOES NOT MAKE ANY AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS TO YOU OR ANY OTHER PARTY WITH RESPECT TO THE SERVICE AND ANY INFORMATION, DOCUMENTS, DATA, SOFTWARE OR ANY OF THE SERVICES PROVIDED BY OR OBTAINED THROUGH THE SERVICE. WITHOUT LIMITING THE FOREGOING, ANY ORAL, WRITTEN, EXPRESS, IMPLIED OR STATUTORY WARRANTIES OF ACCURACY, ADEQUACY, COMPLETENESS, QUIET ENJOYMENT, QUALITY, TIMELINESS, RELEVANCE, MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED BY HMS HEALTH TO THE FULLEST EXTENT PERMISSIBLE BY LAW. HMS HEALTH DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICE, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HMS HEALTH OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SITE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
12. Disclaimers and Limitations of Liability
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF HMS HEALTH AND ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS (COLLECTIVELY, THE “HMS HEALTH ENTITIES”). EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.
- THE SERVICE AVAILABLE IS MADE AVAILABLE TO YOU ON AN “AS IS” BASIS. YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK.
- THE HMS HEALTH ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE CONDUCT OF THIRD PARTIES. ACCORDINGLY, THE HMS HEALTH ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS.
- YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.
- TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL HMS HEALTH BE LIABLE FOR (i) PERSONAL INJURY, (ii) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (iii) LOSS OF PROFITS, (iv) BUSINESS INTERRUPTION, (v) LOSS OF OR DAMAGE TO REPUTATION OF HMS HEALTH OR ANY THIRD PARTY, OR (vi) LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF HMS HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OF LIABILITY FOR PERSONAL INJURY OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGAES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall HMS Health’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
13. Choice of Law and Venue
Missouri law will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and HMS Health (a “Claim”), without regard to conflict of law provisions. Venue for any, and all, legal action arising out of the terms covered herein shall be solely in the City of St. Louis, State of Missouri. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN SAINT LOUIS CITY, MISSOURI.
- You may terminate the Terms of Service at any time by discontinuing your use of the Service.
- HMS Health may, in its sole discretion, alter, modify or suspend your ability to use the Service without giving any prior notice to you for the repair, maintenance or upgrade of the Service. We reserve the right to modify, update, or discontinue the Service at our sole discretion, at any time, for any or no reason, and without notice or liability.
- In the event of any termination, whether by you or us, these Terms of Service will continue in full force and effect, including our right to use Your Content as detailed in Section 5.
15. General Terms
- We reserve the right to modify, update, or discontinue the Service at our sole discretion, at any time, for any or no reason, and without notice or liability.
- You may not use or otherwise export or re-export the Service except as authorized by United States law and the laws of the jurisdiction in which the Site was obtained. In particular, but without limitation, the webpage may not be exported or re-exported (a) into any U.S. embargoed countries or (b) 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 using the Site, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
- The Service and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
- We may provide you with notices, including those regarding changes to the Terms of Service by email, regular mail or communications through the Service.
- Except as otherwise stated in Section 9 above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
- The Terms of Service contain the entire agreement between you and us regarding the use of the Service, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms of Service.
- Any failure on HMS Health’s part to exercise or enforce any right or provision of the Terms of Service does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
- If any provision of the Terms of Service is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms of Service shall otherwise remain in full force and effect and enforceable.
- The Terms of Service are not assignable, transferable or sub licensable by you except with HMS Health’s prior written consent, but may be assigned or transferred by us without restriction. Any assignment attempted to be made in violation of the Terms of Service shall be void.
- The section titles in the Terms of Service are for convenience only and have no legal or contractual effect. YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL AND/OR USE THE SERVICE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO HMS HEALTH THE RIGHTS SET FORTH HEREIN. The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability. These Terms of Service will govern any such modified or updated Service, unless such update is accompanied by a separate agreement, in which case the terms of that agreement will govern.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL AND/OR USE THE SERVICE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO HMS HEALTH THE RIGHTS SET FORTH HEREIN.