ReddiNet® Online Services Agreement
This ReddiNet® Online Services Agreement (the “Agreement”) is a legal agreement made between you on behalf of the entity or organization that you represent (“You” or “Your”) and Hospital Association of Southern California (“HASC”) for the use of the ReddiNet® emergency communication service made available to You by HASC (the “ReddiNet Service”). By clicking the “ACCEPT AND AUTHORIZE” box or by accessing or using the ReddiNet Service, You acknowledge that You have read this Agreement, understand it, and agree to be bound by its terms and conditions. If You do not agree to the terms and conditions of this Agreement, do not access or use the ReddiNet Service. HASC will not and does not make the ReddiNet Service available to You unless You agree to the terms of this Agreement. 1. Access to ReddiNet Service. (a) Registration. To access and use the ReddiNet Service, You must register and provide to HASC all information requested by HASC ("Registration"). You will provide true, accurate, current and complete information. (b) Scope of Use. Subject to Your compliance with the terms and conditions hereof, HASC grants You a nonexclusive, personal and nontransferable right to access and use the ReddiNet Service via the Internet for your internal business purposes. All rights not expressly granted herein are reserved to HASC. (c) Limitations on License. You may not copy, disassemble, decompile, reverse engineer, modify, translate, display, sell, sublicense, lease, rent, assign or otherwise transfer, use or make available or disclose the ReddiNet Service in any form, in whole or in part, to any third party, without the prior written consent of HASC. You will take appropriate action by instruction, agreement or otherwise with persons permitted access to the ReddiNet Service to satisfy Your obligations under the Agreement with respect to protection of the ReddiNet Service. (d) Proprietary Rights. HASC owns all right, title and interest in and to the ReddiNet Service, including without limitation, all copyright, trade secret and other intellectual property rights therein, and You understand and agree that You receive no ownership rights in the ReddiNet Service. You will take all steps necessary to protect HASC and its suppliers’ proprietary rights and confidentiality in the ReddiNet Service related to Your access and use of the same, including maintaining the confidentiality of any usernames and passwords. You will, at Your own cost and expense, protect and defend HASC’s ownership of the ReddiNet Service against all claims, liens and legal processes of Your creditors and will keep the ReddiNet Service free and clear of all such claims, liens and processes. (e) Modifications. HASC may modify or enhance the ReddiNet Service in its sole discretion. 2. Data and Data Transmission. (a) Data Sharing and Ownership. You and HASC may share data for the purposes of this Agreement. Data that You produce and send to HASC or another party using the ReddiNet Service or otherwise pursuant to this Agreement (“Your Data”) shall remain Your property. Data produced or modified by HASC, including the format and arrangement of such data, shall remain the exclusive property of HASC. Each party understands and agrees that data transmitted over the ReddiNet Service (including Your Data) may be shared with government and other entities and customers, and it may be subject to disclosure under public records laws. (i) Data License. You grant to HASC a nonexclusive, royalty-free, perpetual, worldwide license to use, reproduce, modify, sublicense and distribute Your Data to users of ReddiNet Service, customers of HASC, government and other entities. (ii) Data Warranty. You, and not HASC, will be responsible for Your Data entry activities, and for the accuracy of any of Your Data delivered to HASC or another party pursuant to the Agreement. You represent and warrant that Your Data is true and accurate data and information, to the best of Your knowledge. You will promptly correct any errors in Your Data. You will be responsible for complying with applicable federal, state, or local laws and/or regulations that apply to the delivery of Your Data to HASC and that apply to the use and/or disclosure of Your Data as set forth under the Agreement. (b) ReddiNet Service Disclaimer. You understand and agree that temporary interruptions to the ReddiNet Service may occur which will prevent access to and use of data and information contained in or available through the ReddiNet Service, including during power outages, internet downtime, installation and/or maintenance of the ReddiNet Service, and other events described in Section 8(f) (Force Majeure). HASC shall not be liable to You or any other person or entity for any interruption in the ReddiNet Service. (c) Feedback. HASC is free to use any suggestions, feedback, comments, ideas, concepts, know-how, or techniques included in Your Data or provided by You (“Feedback”) for any purpose, including developing and marketing of services, technology or products using such Feedback. 3. Confidentiality and Protection. (a) ReddiNet Service. The ReddiNet Service is and contains confidential and proprietary information of HASC and its suppliers. You agree to hold in strict confidence, not to use or disclose to any third party, and to take all necessary precautions to secure the confidentiality of the ReddiNet Service and any documentation or information regarding the ReddiNet Service (collectively “HASC Materials”) provided to You. You shall limit access to the HASC Materials to Your employees, independent contractors, directors and agents with authorization for and subject to written confidentiality obligations for their use. (b) User Information. You shall also maintain the confidentiality of any information or data retrieved or available to You through the ReddiNet Service regarding any other ReddiNet® users or otherwise not Your Data (“ReddiNet User Information”). You shall not disclose, publish or release any ReddiNet User Information to any third party, and will keep all ReddiNet User Information in strict confidence, unless otherwise authorized in writing by the specific ReddiNet® user to which such ReddiNet User Information relates. (c) Notice. You will promptly provide notice to HASC after obtaining knowledge of the existence of any circumstances surrounding any actual or suspected unauthorized knowledge, access or use of the ReddiNet Service or ReddiNet User Information and shall cooperate with HASC in taking action against unauthorized users. (d) Injunctive Relief. Because of the unique nature of the ReddiNet Service and ReddiNet User Information, You understand and agree that, in the event that You fail to comply with any of the terms of this Section 3, HASC will suffer irreparable and extreme harm and monetary damages may be inadequate to compensate HASC for such breach. Accordingly You agree that HASC will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief to enforce the terms of this Section 3. 4. Warranty Disclaimers. THE REDDINET SERVICE, HASC MATERIALS, REDDINET USER INFORMATION AND ALL OTHER INFORMATION, SERVICES OR MATERIALS AVAILABLE UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. HASC MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, RELATED TO THE REDDINET SERVICE, HASC MATERIALS, REDDINET USER INFORMATION AND ALL OTHER INFORMATION, SERVICES OR MATERIALS AVAILABLE UNDER THIS AGREEMENT, AND EXPRESSLY DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, OR SECURE, ERROR-FREE, OR UNINTERRUPTED OPERATION OR ACCURACY, COMPLETENESS OR TIMELINESS OF INFORMATION CONTAINED IN OR AVAILABLE THROUGH THE REDDINET SERVICE. HASC DOES NOT WARRANT: THAT THE REDDINET SERVICE WILL MEET YOUR REQUIREMENTS; OR THAT ERRORS OR DEFECTS IN THE REDDINET SERVICE, OR ANY INFORMATION CONTAINED IN OR AVAILABLE THROUGH THE REDDINET SERVICE WILL BE CORRECTED. 5. Limitation of Liabilities. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IT IS EXPRESSLY AGREED THAT HASC AND ITS SUPPLIERS SHALL IN NO EVENT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OF THE AGREEMENT, EVEN IF HASC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF GOODWILL, LOSS OF USE, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS. HASC AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN AVAILABILITY, PERFORMANCE OR OPERATION OF THE REDDINET SERVICE UNDER THE AGREEMENT. (b) HASC’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH ITS PERFORMANCE UNDER THE AGREEMENT, INCLUDING WITHOUT LIMITATION FAILURE OR NEGLIGENCE OF ITS EMPLOYEES, CONTRACTORS AND AGENTS, DEFECTIVE REDDINET SERVICE, FAILURE OF THE ESSENTIAL PURPOSE OF THE LIMITED WARRANTY AND REMEDIES PROVIDED HEREUNDER, AND ANY OTHER CAUSE (INCLUDING BUT NOT LIMITED TO TORTIOUS CONDUCT, STRICT LIABILITY, AND BREACH OF CONTRACT) AND CUSTOMER’S SOLE REMEDY, SUBJECT TO THE OTHER REMEDIES PROVIDED UNDER THIS AGREEMENT, SHALL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT IN EXCESS OF THE FEES PAID FOR THE REDDINET SERVICE IN THE PRECEDING TWELVE (12) MONTHS YOU AGREE THAT SUCH LIMITATION OF LIABILITY, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXTENDS TO LOSS OF DATA, LOSS OF ACTUAL OR ANTICIPATED REVENUE, LOSS DUE TO FAILURE OF ANY ASPECT OF THE REDDINET SERVICE, AND/OR DAMAGE TO BUSINESS REPUTATION. 6. Indemnification. You shall, at your expense, indemnify, defend and hold harmless HASC, its employees, officers, directors, contractors and agents from and against any losses, liability, damages, penalties, costs, and fees, including without limitation reasonable attorneys’ fees or expenses from any claim or action, including without limitation bodily injury or death, caused by or arising from Your use of the ReddiNet Service, including (i) any actual or alleged violation of any applicable law, rule or regulation related to Your Data or Your use of the ReddiNet Service; (ii) any claim of infringement, misappropriation or violation of any intellectual property, proprietary, privacy or other rights of any third party based on Your use of the ReddiNet Service or any of Your Data posted by You or on Your behalf; (iii) HASC’s use of Your Data or other information, materials or records provided by You; or (iv) any negligence or willful misconduct by You or Your employees, contractors or agents, or any breach of a any warranty or covenant hereunder by You. HASC may, at its option and expense, participate in its defense with counsel of its choosing. You may not settle any such claim without HASC’s prior written consent. 7. Termination and Suspension of Performance. (a) Termination. (i) Termination by Either Party for Cause. Either party may terminate the Agreement with prior notice to the other of any material breach of the Agreement, provided the injured party has given the other party notice of such breach and there has been a failure to cure such breach within 30 days after receipt of such notice. (ii) Termination by HASC. In addition to its rights to terminate the Agreement as described in Section 8(i), HASC may also immediately terminate the Agreement with prior notice to You if any of the following occur: (i) You breach the scope of your permitted use of the ReddiNet Service or any restrictions or conditions set forth in Section 1; or (ii) You fail to comply with Your obligations under Section 3. (iii) Discontinuance. HASC may discontinue the ReddiNet Service or Your use of the ReddiNet Service on 45 days notice. HASC shall not be liable to You for any such discontinuance. (iv) Termination for Convenience. Either party may terminate this Agreement at any time for any reason upon 60 days’ written notice to the other party. (b) Effect of Termination. Upon termination of the Agreement, HASC may immediately discontinue and disable Your access to and use of the ReddiNet Service. You will immediately return to HASC any HASC Materials, including proprietary training and service manuals and any promotional or advertising materials relating to the ReddiNet Service. (c) Suspension of Performance. If either party defaults in the performance of its obligations under the Agreement, the other party may, in addition to its other available remedies in the Agreement, at law, or in equity, suspend performance of its obligations until such default is corrected. 8. Miscellaneous. (a) Modifications. No modifications or amendments to the Agreement and no waiver of any provisions hereof shall be valid unless in writing and signed by duly authorized representatives of the parties. (b) Applicable Law. The Agreement shall be governed by and construed in accordance with the laws of the State of California. The parties agree that Los Angeles County in the State of California shall be the exclusive forum for any action brought under the Agreement. (c) Limitations on Actions. No actions or claims of any form arising from the Agreement or the use of or inability to use the ReddiNet Service may be brought by either party more than two years after the facts giving rise to the cause of action have arisen. (d) Notices. Any notice or other communication under this Agreement given by HASC to You will be effective if sent to You at Your email or mailing address specified in Your Registration information or to any other address that You provide to HASC. To be effective, any notice or other communication under this Agreement given by You to HASC must be in writing and personally delivered or first sent via facsimile then mailed by first class registered or certified mail, postage prepaid, to the address noted below. HASC may change its address for receipt of notice by notice to You in accordance with this Section. Hospital Association of Southern California 515 South Figueroa Street, Suit 1300 Los Angeles, California 90071-3300 Attn: Senior Vice President, Medical Communication Systems (e) Section Headings. The Section headings throughout the Agreement are for reference purposes only, and the words contained within such headings shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of the Agreement. (f) Force Majeure. HASC shall not be liable or in default for any loss, damage, or delay in its performance of the Agreement if such loss, damage or delay shall be due to any cause whatsoever beyond its reasonable control, including, but not limited to, acts of God, acts or regulations or decrees of any government, earthquake, flood, fire, power blackout, unusually severe weather, acts of the enemy, events or war, embargo, strike, lock out, dispute with work persons, accidental delay in transportation, shortage of fuel or supplies, inability to obtain materials, or other causes. (g) Severability. If any term or condition of the Agreement shall to any extent be held invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall not be affected thereby, and each term and condition shall be valid and enforceable to the fullest extent permitted by law. (h) Assignment. Either party may assign the Agreement, convey its interests in the ReddiNet Service, delegate its duties, or assign the right to receive payments without the other party’s consent, except You may not assign the Agreement, delegate its duties or transfer its interests under the Agreement to a competitor of HASC without HASC’s prior written consent. Any attempted assignment or transfer in contravention of this Section shall be null and void. This Agreement shall be binding on successors and assigns of the parties, if any. (i) Nonwaiver. Any failure or delay by either party to exercise or partially exercise any right under the Agreement shall not be deemed a waiver of any of the rights, powers, or privileges under the Agreement. (j) Survival. Sections 1(d), 2(a), 2(b), 2(c), 3, 4, 5, 6, 7(b) and 8 shall survive the termination of this Agreement.
©2009 Hospital Association of Southern California. All rights reserved.
, a division of the
Hospital Association of Southern California
515 South Figueroa Street, Suite 1300
Los Angeles, CA 90071-3300