Term of Use

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Terms and Conditions

Last Updated.
15 September 2015

Acceptance.

Madaket, Inc. (Madaket, Madaket Health, we, us, our) owns and operates the website http://www.madakethealth.com (the Site).  The Site, all of the materials, white papers, documents, text, images, graphics, videos, webinars, blogs and other information and content included or available at the Site (Content), and all of the services (if any) available at the Site, are collectively referred to as the Service.

The Service is offered and provided subject to acceptance without modification of all of the terms and conditions contained herein (Terms of Use).  The Terms of Use shall be deemed to include all other operating rules, conditions, policies and procedures that are referred to herein or that may otherwise be published, from time to time, by Madaket at the Site (collectively, Policies), including without limitation, the Privacy Policy.

The Service is offered only to individuals who are at least 18 years old, whether acting on their own behalf or as an authorized employee or representative of a corporation or other business entity.  If you do not so qualify, do not attempt to register for or use the Service.  Madaket may refuse to provide the Service to any person or entity and may change its eligibility criteria, at any time, in its sole discretion.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF USE, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO ENTER INTO THIS AGREEMENT, THEN DO NOT REGISTER FOR, ACCESS OR USE THE SERVICE.  COMPLETING ANY REGISTRATION OR OTHERWISE ACCESSING OR USING ALL OR ANY PART OF THE SERVICE WILL CONSTITUTE ACCEPTANCE OF, AND CREATE A LEGALLY ENFORCEABLE CONTRACT UNDER WHICH YOU AGREE TO BE BOUND BY, ALL OF THESE TERMS OF USE, WITHOUT MODIFICATION.

Madaket reserves the right, at its sole discretion, to update, modify or replace the Terms of Use (including any policy), in whole or in part, at any time.  Madaket will use reasonable efforts to notify you of any material change in advance of the effective date of any change.  Change notices may be communicated by postings at the Site, e-mail or otherwise.  In any case, you should periodically check the policies and other Terms of Use for changes.  Continued access or use of the Service following any change to the Terms of Use constitutes your acceptance of those changes.  The Terms of Use may not otherwise be amended, as they apply to you, except by a written agreement executed by you and Madaket.

Madaket may modify, suspend or terminate the Site or other aspect of the Service, in whole or in part, at any time.

Registration.

From time to time, at its sole discretion, Madaket may make all or any part of the Service available only to registered users (such as, for example, to register for a web event, or to subscribe or gain access to various information resources concerning Madaket’s products, services, user groups and business).  You may elect to register or not, at your discretion.  Our registration process may require you to provide your first and last names, company name, address, telephone number, email address and certain additional information (such as, for example, your preferred contact method, and products or markets that may be of interest to you), which is referred to as Registration Data.

Privacy.

Madaket’s current Privacy Policy is available at http://www.madakethealth.com/privacy-policy, which is incorporated by this reference.  The Privacy Policy then in effect will apply to any and all use of the Site and other aspects of the Service.  Madaket will not intentionally edit, modify, delete or disclose your personally identifiable Registration Data in connection with operating the Service, unless (a) reasonably necessary for Madaket (or its service providers) to operate the Service, (b) to communicate with you, (c) otherwise permitted under the Privacy Policy or elsewhere in the Terms of Use, (d) Madaket reasonably believes that such action is necessary to conform or comply with any legal, regulatory, law enforcement or similar requirement or investigation, to protect or defend the rights or property of Madaket or any third party or to enforce the Terms of Use or (e) otherwise authorized by you.

SaaS Portal.

Madaket operates the Site and other aspects of the Service primarily for informational purposes.  In particular, the Service is intended to publicize, market and promote Madaket and its products and services and, in some cases, the products and services of certain of our technology partners.  In addition, the Site includes a gateway (the SaaS Portal) through which users may log-in and access Madaket’s business application software products, which are offered and hosted by Madaket on a software-as-a-service basis (the SaaS Products).  The SaaS Products are not generally available to all users.  The SaaS Products may only accessed and used by authorized employees of Madaket’s customers after executing a separate written agreement with Madaket (the SaaS Agreement).  Once logged-in, all access and use of the SaaS Products shall be governed exclusively by the terms and conditions of the applicable SaaS Agreement, not the Terms of Use.  To the extent that any provision in the Terms of Use is inconsistent with or conflicts with any provision of any SaaS Agreement, the provision of the SaaS Agreement shall control.

Rules and Conduct.

All Content and other aspects of the Service are provided only for use by you for internal business purposes.  Any unauthorized use of the Service, including without limitation, any external commercial use (such as, for example, resale to third parties), is expressly prohibited.

As conditions of your use, you agree:  not to use the Service for any purpose that is unlawful or prohibited by the Terms of Use, or any other purpose not reasonably intended by Madaket; to abide by all applicable local, state, national and international laws and regulations; and not to provide Madaket with any confidential or proprietary information that you desire or are required to keep secret.

By way of example and not limitation, you agree not to take any action that, directly or indirectly, involves the Service, and which:

  • is unlawful, deceptive, misleading, fraudulent, threatening, abusive, harassing, libelous, invasive of another’s privacy, tortious, obscene, pornographic, profane or which otherwise violates the Terms of Use;
  • infringes any patent, trademark, trade secret, copyright, right of publicity, privacy right or other right of any person or entity;
  • discovers or reveals any personal information about another individual, including another person’s registration information or any other information that could be used to track, contact or impersonate that person;
  • constitutes unauthorized or unsolicited advertising, or junk or bulk e-mail (“spamming”);
  • imposes an unreasonable or disproportionately large load on Madaket’s computing, storage or communications systems and networks;
  • attempts to bypass or gain unauthorized access to the SaaS Portal, SaaS Products, Site or other aspect of the Service (including its underlying technology platform), or another person’s registration information, accounts, computer systems or networks connected to the Service, through password mining or otherwise;
  • contains software viruses or any other computer codes, files or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware or network system or to damage or obtain unauthorized access to any system, data or other information of Madaket or any third party;
  • registers for or creates user accounts by any automated means or under false or misleading pretenses, including by the use of a false, misleading or disguised e-mail address;
  • harvests, scrapes or collects any information from the Service;
  • uses any script, bot or other automated means that only simulates compliance with the Terms of Use or other requirement applicable to the Service; or
  • impersonates any person or entity, including any employee or representative of Madaket or any technology partner.

Madaket may, at its sole discretion, immediately terminate your access to the Service should your conduct fail to strictly conform with any provision in this provision or elsewhere in the Terms of Use. See also Termination.

Madaket has no obligation to monitor the Service or any use thereof.  However, Madaket reserves the right at all times and without notice to monitor, review, retain or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental (including law enforcement) request.

The Service may permit you to link to other websites on the Internet, and other websites may contain links to the Site.  These other websites are not under Madaket’s control, and you acknowledge that Madaket is not responsible for the accuracy, legality, appropriateness or any other aspect of the content or function of such websites.  The inclusion of any such link does not imply endorsement by Madaket or any association with its operators.

Proprietary Rights.

The Site, Content and other aspects of the Service (and the underlying technology platforms) are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, and Madaket (and its applicable affiliates, licensors and technology partners) shall own and retain all rights, title and interests (including all intellectual property and proprietary rights) therein and thereto.  Unless and only to the extent expressly authorized by Madaket, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any part of the Service or Content.  However, unless the Service states or implements a different restriction, you may download, reproduce or transmit a reasonable number of copies of Content for your internal business purposes; provided, that you retain all copyright and other proprietary notices contained therein.  Your systematic retrieval of data or other Content to create or compile, directly or indirectly, a collection, database or directory is strictly prohibited without Madaket’s express prior written permission.

Reproducing, copying or distributing any Content, or any design elements from the Site, for any other purpose is strictly prohibited without Madaket’s express prior written permission.  Attempting to access or use the Service or Content for any purpose not expressly permitted in the Terms of Use is prohibited.

Feedback License.

If you provide Madaket with any idea, recommendation or other suggestion regarding possible corrections, improvements or extensions related to the Site, Content or other aspects of the Service or the SaaS Portal or SaaS Products (collectively, Feedback), in any form or by any means (whether through the Service, or by direct communication (e.g., e-mail) with Madaket or any of its officers, directors, employees, representatives, agents or technology partners), then you:

  • represent and warrant that the Feedback does not include your own or any third party’s confidential or proprietary information; and
  • acknowledge and agree that Madaket is under no obligation of confidentiality, express or implied, with respect to the Feedback; and
  • agree to grant and do hereby grant to Madaket and its affiliates and licensees a non-exclusive, transferable, perpetual, irrevocable, royalty-free, worldwide right and license to use, modify and make derivative works of the Feedback, in any manner, in any media and for any purpose, and to permit third parties to do the same.

User Generated Content.

At this time, the Service does not provide functions that permit users to cause or control the uploading, posting or transfer of content, messages or other information (collectively, User Content) to the Site or other users.

In the future, if the Service is modified to permit you to upload, post, transfer or otherwise disclose or distribute User Content of any kind at the Site or using the Service, then you:

  • agree to grant and do hereby grant to Madaket, its affiliates, licensees and assigns a non-exclusive, transferable, perpetual, irrevocable, non-exclusive, royalty-free right and license (with right to sublicense), in all media (now known or hereafter developed), to use, reproduce, publicly display, publicly perform, adapt, collect, modify, delete from, distribute, transmit, promote and make derivative works of User Content for the purposes of offering, providing, operating, marketing and promoting Madaket, the Site and Service (including without limitation, being exported under content sharing arrangements with technology partners); and
  • represent and warrant to Madaket that all User Content includes appropriate attribution to the copyright owner, and that you own or otherwise control all rights to the User Content and that disclosure and use of the User Content by Madaket (including without limitation, by publishing at the Site) will not infringe or violate the rights of any third party; and
  • acknowledge that the User Content will be made available to and used by Madaket and other users, and will not be treated confidentially.

Copyright Complaints.

Company respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Company of your infringement claim in accordance with the procedure set forth below.

Company will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Company’s Copyright Agent at info@madakethealth.com (Subject line: “DMCA Takedown Request”). You may also contact us by mail at: Madaket Health 1430 Massachusetts Ave, 6th Floor, Cambridge, MA 02138.

To be effective, the notification must be in writing and contain the following information:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  • a description of the copyrighted work or other intellectual property that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
  • a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Termination.

You agree that Company, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Company believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Company may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that Company may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Company will not be liable to you or any third party for any termination of your access to the Service.

No Warranties.

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

COMPANY MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

ALL REPRESENTATIONS AND WARRANTIES REGARDING ANY SAAS PRODUCT SHALL BE, IF AT ALL, ONLY AS EXPRESSLY AGREED IN THE SAAS AGREEMENT BETWEEN MADAKET AND THE APPLICABLE CUSTOMER.

Limitation of Liability.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID COMPANY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

You agree to release, indemnify and hold Company and its affiliates and their officers, employees, directors and agent harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

International Use.

You hereby expressly consent to the transmission, collection, storage, processing and use of your Registration Data within, from and to the United States, in addition to the country where you are located (if not the United States).  Madaket makes no representation that the Service is accessible, appropriate or legally available for use in locations outside the United States, and accessing and using the Service is prohibited from territories where doing so would be illegal.  If you access or use the Service from other locations, then you do so at your own initiative and risk and are solely responsible for compliance with local laws.

Dispute Resolution.

A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use (including any Policy) to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  You and Madaket agree that any claim or cause of action arising out of or related to the Service must be commenced within 1 year after the claim or cause of action arose.  Otherwise, such claim or cause of action is permanently barred.

The Terms of Use shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA, excluding its conflicts of law rules.  In the event of any conflict between US and foreign laws, regulations and rules, US laws, regulations and rules shall govern.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Terms of Use.

At Company’s or your election, all disputes, claims, or controversies arising out of or relating to the Terms of Service or the Service that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before JAMS, or its successor. Unless otherwise agreed by the parties, arbitration will be held in Boston, Massachusetts. before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS unless specifically modified in the Terms of Service. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator’s decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in the Terms of Service and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under the Terms of Service, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.

User Disputes.

You agree that you are solely responsible for your interactions with any other user in connection with the Service and Company will have no liability or responsibility with respect thereto. Company reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

General Provisions.

These Terms of Service constitute the entire agreement between you and Company and govern your use of the Service, superseding any prior agreements between you and Company with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Company agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Boston, MA. The failure of Company to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service 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 these Terms of Service 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 use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of Company, but Company may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.

Notice for California Users.

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Madaket, Inc. 1430 Massachusetts Avenue, 6th Floor, Cambridge, MA 02138 or info@madakethealth.com.

Copyright and Trademark Notices.

Unless otherwise indicated, the Terms of Use are Copyright © 2015 Madaket, Inc., and all Content provided by Madaket is Copyright © 2015 Madaket, Inc.  All rights reserved.

The names of companies and products mentioned at the Site may be the trademarks of their respective owners.

Contact.

You may contact Madaket at the following address:

Madaket, Inc.
Attn:  Terms of Use
1430 Massachusetts Ave, 6th Floor
Cambridge, MA 02138  USA
Email: info@madakethealth.com