VOICES FOR QUALITY CARE (LTC)
— TERMS OF SERVICE
Voices for Quality Care (LTC), Inc. (“Voices”) provides its online services to visitors to our website at www.voicesforqualitycare.org and any derivative, co-branded or successor site as Voices may make available from time to time (“Voices Website”). This Terms of Service Agreement (the “Agreement”) sets forth the terms and conditions that govern your use of the Voices Website. Voices reserves the right, at any time and at its sole discretion, to update, revise or otherwise modify the terms and conditions of the Agreement without notice to you. By accessing or using the Voices Website, you are agreeing that you have read and accept the following terms and conditions.
1. Description of Voices TECHNOLOGY.
Voices provides visitors to the Voices Website with access to its online services (along with all related intellectual property rights, the “Voices Technology”).
- REGISTRATION AND YOUR OBLIGATIONS.
You may be asked to register or provide certain information in connection with your use of the Voices Technology. You agree to provide true, accurate, current and complete information about you as prompted by the Voices Technology and other application forms and registration forms (such information being the “Registration Data”). If you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or Voices has reasonable grounds to suspect that such Registration Data is untrue, inaccurate, not current or incomplete, Voices has the right to suspend or terminate your access to and use of the Voices Technology and refuse any and all current or future use of the Voices Technology or any portion thereof.
- PASSWORDS AND YOUR OBLIGATIONS.
As part of the registration process, you may be asked to select a unique user name and password in order to be able to access your account and to use the Voices Technology. As a registered member, you are responsible for maintaining the confidentiality and security of your user name and password and shall be responsible for all uses of your user name and password, including any transactions facilitated through the use thereof, whether or not in fact authorized by you. If you have any reason to believe that there has been a breach of security regarding your user name or password, including without limitation, an unauthorized use of your username or password, you must promptly notify Voices in writing and change your password on the Voices Website.
- VOICES PRIVACY AND SECURITY POLICY.
The Registration Data and certain other information about you are subject to our Privacy and Security Policy, as it may change from time to time. For more information, see our full privacy and security policy at www.voicesforqualitycare.org to understand our policies and practices.
Voices is neither (i) a provider of physician, medical or other healthcare services; (ii) a nursing home or long term care provider; or (iii) an agent or representative of any of the foregoing. In no event shall Voices have any liability, obligation or responsibility to provide any diagnoses of, or related to, your medical and/or health conditions or illnesses, or to provide any related treatment. All such diagnoses and treatments shall be the sole responsibility of the physicians or other healthcare providers and/or the nursing homes or other long term care providers which you may select from time to time.
- ACCESS TO THE VOICES TECHNOLOGY.
You shall be responsible for obtaining access to the Voices Technology and for all equipment necessary to access the Voices Technology and you acknowledge that obtaining the foregoing may involve third-party fees (such as internet service provider or airtime charges). You are responsible for all charges associated with connecting you to the Voices Technology, including, without limitation, all telephone, equipment, airtime and internet service provider charges. Notwithstanding the foregoing, Voices may, at its sole discretion, provide free of charge access to the Voices Technology to its employees and/or independent contractors.
- Use of the Voices TECHNOLOGY.
During the term of this Agreement and subject to the terms and conditions set forth herein, Voices grants you a non-transferable, non-exclusive and non-sublicensable right and license to use the Voices Technology solely for your immediate, personal use. Except as otherwise set forth herein, you agree not to: (i) reverse engineer, decompile, reverse compile, translate, adapt, or disassemble or otherwise access the Voices Technology, or any part thereof; (ii) copy, download or save the Voices Technology, or any part thereof, in any form, except as explicitly permitted in this Section 6; (iii) publish, display, disclose, sell, rent, lease, modify, store, loan, distribute, co-brand, frame, permit third parties to link to, or create compilations or derivative works of the Voices Technology, or any part thereof; (iv) assign, sublicense, convey, transfer, pledge as security or otherwise encumber the rights and licenses granted hereunder; or (v) use the Voices Technology in any fashion that may infringe any patent, copyright, trademark, trade secret or any other intellectual property or proprietary rights of Voices, its third party suppliers or any other third party. You agree not to access the Voices Technology by any means other than through the interface that is provided by Voices for use in accessing the Voices Technology. Any other use of the Voices Technology other than as expressly set forth herein without Voices’ prior written consent, which may be withheld in Voices’ sole and absolute discretion, is strictly prohibited and all implied licenses are disclaimed.
- LINKS TO OTHER SITES.
Visitors to the Voices Website should be aware that when they are on the Voices Website, they could be directed to other web sites that are beyond our control. There are several links to other web sites from the Voices Website pages that take you outside our service. Voices has no control over these web sites and is not responsible or liable for the policies, actions or content of such web sites. These web sites are linked only for your convenience and you access them at your own risk. We encourage you to review the terms of service and privacy policies available at these other web sites. Voices is not responsible for, and expressly disclaims all liability for, damages of any kind arising out of or relating to any use, reference to or reliance on such information and any other dealings with such third parties.
In connection with your use of the Voices Technology, you may provide contributions and submittals to, and feedback and suggestions about, the Voices Technology, including without limitation, comments, suggestions, photos, feedback, notes, messages, ideas, suggestions or other communications (collectively, the “Submittal”) sent by you to Voices. Subject to the terms and conditions set forth herein, you hereby grant to Voices a royalty-free, perpetual, irrevocable, world-wide, non-exclusive license to use, reproduce, sub-license through multiple tiers of sublicensees, create derivative works from, modify, publish, edit, translate, distribute, and publicly perform, execute, and display the Submittal and any related intellectual property rights in any media or medium, or any form, format, or forum now known or hereafter developed for any legal purposes whatsoever. The Submittal submitted to Voices shall in no way prevent the purchase, manufacture or use of similar products, services, plans and ideas by Voices for any purpose whatsoever. Except as set forth herein, Voices is not responsible for, and expressly disclaims all liability for, damages of any kind arising out of or related to any Submittal submitted by you.
- VOICES’ PROPRIETARY RIGHTS.
You acknowledge and agree that the Voices Technology and any necessary technology used in connection with the Voices Technology are protected by applicable intellectual property rights and laws, including without limitation, copyrights, trademarks, service marks, patents or other proprietary rights and laws. The “look and feel” of the Voices Website, meaning, the structure, sequence and layout of the audiovisual components of the Voices Website as perceived by you, including, but not limited to, the color combinations, button shapes, and all other graphical and navigational elements, the design for which was dictated by artistic and aesthetic considerations and not by utilitarian or mechanical ones, are also proprietary to Voices and fully protected under U.S. and international copyright and trademark laws.
Voices’s name and logo, and all related product and service names, design marks and slogans are the trademarks, service marks or registered trademarks of Voices and may not be used or modified in any manner without the prior written consent of Voices.
You agree that Voices, at its sole discretion, may terminate your access to and use of the Voices Technology, at any time and for any reason whatsoever, including without limitation, for lack of use or if Voices believes, in its sole discretion, that you have violated or acted inconsistently with the terms and conditions of this Agreement. Voices reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Voices Technology (or any part thereof) with or without notice. You agree that Voices shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Voices Technology.
You represent and warrant to Voices that: (i) you are at least 18 years old; (ii) in the event you are an entity, you have the full right, power and authority to enter into this Agreement on behalf of such entity; (iii) the performance by you of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound; (iv) the Registration Data and the Submittal do not infringe the intellectual property or proprietary rights, including without limitation, patents, copyrights, trademarks and trade secrets, of any third party; (v) the Registration Data, the Submittal and your use of the Voices Technology comply in all respects with all applicable laws, statutes, regulations, ordinances and other rules; (vi) you shall not use the Voices Technology to send offensive or disruptive material, including without limitation, spam, offensive sexual, racial or gender related material or other material that may disrupt or interfere with the hardware or software operating the Voices Technology; and (vii) the Registration Data is truthful and accurate.
You agree to indemnify, defend and hold harmless Voices, its employees, directors, officers, agents and its affiliates and suppliers from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or resulting from this Agreement or the Voices Technology including, but not limited to: (i) your breach of any representations, warranties or covenants set forth herein; and (ii) your use of the Voices Technology.
- DISCLAIMER OF WARRANTIES.
THE VOICES TECHNOLOGY IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VOICES AND ITS AFFILIATES DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR COMMON LAW, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, VOICES AND ITS AFFILIATES MAKE NO WARRANTY THAT (I) THE VOICES TECHNOLOGY WILL MEET YOUR REQUIREMENTS, (II) THE VOICES TECHNOLOGY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE VOICES TECHNOLOGY WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE VOICES TECHNOLOGY WILL MEET YOUR EXPECTATIONS, (V) ANY ERRORS IN THE VOICES TECHNOLOGY WILL BE CORRECTED, AND (VI) THE VOICES TECHNOLOGY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY YOU THROUGH THE USE OF THE VOICES TECHNOLOGY IS OBTAINED AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF ANY SUCH MATERIAL.
IF ANY OF THE EXCLUSIONS SET FORTH IN THIS SECTION IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN SUCH NON-EXCLUDED WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, SHALL BE LIMITED IN DURATION FOR A PERIOD OF THIRTY (30) DAYS AFTER THE DATE ON WHICH YOU FIRST ACCESS THE VOICES TECHNOLOGY, AND NO WARRANTIES SHALL APPLY AFTER THAT PERIOD.
- LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT VOICES AND ITS AFFILIATES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF VOICES OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT VOICES’ AND ITS AFFILIATES’ CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED ($100.00 U.S.) DOLLARS.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR UNENFORCEABLE.
If you believe that you have any right, title or interest in or to any information, including without limitation, data, images, video or any other information, or any intellectual property rights thereof (the “IP”), that is located within the Voices Technology without your prior consent, please provide to Voices the following: (i) a description of such IP; (ii) details of where such IP is located within the Voices Technology; (iii) your name, address, telephone number and email address; and (iv) a statement executed by you that the information provided regarding such IP is truthful and accurate, that you have right, title or interest in or to such IP, and that you have a good faith belief that such IP is located within the Voices Technology without your prior consent.
- DEEP LINKS; SPIDERING.
You shall not “deep-link” to the Voices Website, meaning that you will not create, post, display, publish or distribute any link to any page other than the front (home) page of the Voices Website, for any purpose, unless specifically authorized in writing by Voices. The use of any tools, programs, robotic algorithms or products to automatically download or “spider” the Voices Website or any of the pages of the Voices Website is expressly prohibited and infringes on Voices’s intellectual property rights.
- EXPORT RESTRICTIONS.
This Agreement is expressly made subject to any applicable laws, regulations, orders, or other restrictions on the export of the technology or information about the Voices Technology which may be imposed from time to time. You shall not export the Voices Technology, information about the Voices Technology or any product containing the Voices Technology without complying with such laws, regulations, orders, or other restrictions. You agree to indemnify and hold harmless Voices against all claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees, to the extent such claims arise out of any breach of this Section 19.
- GOVERNING LAW.
THE VOICES TECHNOLOGY IS CONTROLLED BY VOICES FROM WITHIN THE STATE OF MARYLAND OF THE UNITED STATES OF AMERICA, ALTHOUGH THE VOICES TECHNOLOGY MAY BE ACCESSED AND USED THROUGHOUT THE WORLD. BY ACCESSING THE VOICES TECHNOLOGY, YOU AND VOICES EACH AGREE THAT THIS AGREEMENT AND THE RELATIONSHIP BETWEEN YOU AND VOICES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MARYLAND OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. YOU AND VOICES AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED WITHIN THE STATE OF MARYLAND WITH RESPECT TO ANY DISPUTE RELATED TO THIS AGREEMENT.
- ORDER OF PRECEDENCE.
This Agreement governs your use of the Voices Website and access to the Voices Technology. This Agreement does not modify, alter or amend any other agreement you have entered or will enter into with Voices or any of its related or affiliated entities. To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for use of additional Voices Technology, conflicts with any provision of your other agreements with Voices or any of its related or affiliated entities, the terms of such other agreement shall, as to the subject matter of that other agreement, take precedence over the conflicting term(s) of this Agreement.
- GENERAL INFORMATION.
This Agreement constitutes the entire agreement between you and Voices with respect to the subject matter herein and governs your use of the Voices Technology, superseding any prior agreements between you and Voices, but this Agreement may be supplemented by any other agreement you enter into with Voices pursuant to your participation in other features of the Voices Website. You further acknowledge and agree that you may not assign any part of this Agreement without Voices’ prior written consent. This Agreement shall inure to the benefit of each party’s successors and assigns. Voices shall not be deemed to be in breach of the Agreement and thereby liable to you or any third party for any delays in the performance of its obligations hereunder caused by fire, explosion, act of God, strikes, war, riot, government regulation, bandwidth limitations, Internet connectivity, or act or any other cause beyond the reasonable control of Voices. The failure of Voices to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Voices Technology or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
- CONTACTING VOICES.
If you have any questions about this Agreement, the Privacy and Security Policy, or any question or problem regarding the Voices Technology, please contact us by sending an email to firstname.lastname@example.org or by mail at Voices for Quality Care (LTC), Inc., P.O. Box 592, U.S. Postal Service, Chesterton, Maryland 21620, USA.
Effective Date: ___________ ___, 2005.