Please read these Terms and Conditions (“Terms and Conditions”) carefully before using the www.snfclinic.com website and servers (the “Service,” or the “Website”) owned and operated by Long-Term Care Consultants, LLC (“us,” “we,” or “our(s)”).
The parties to these Terms and Conditions are referred to individually as a “Party” and collectively as the “Parties.”
BY PROCEEDING TO USE THE SERVICE, THE END USER (“you,” “your,” or “User(s)”) ACKNOWLEDGE YOUR AGREEMENT TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, THE PRIVACY POLICY (“Privacy Policy”), AND ANY USAGE AGREEMENT ASSOCIATED WITH YOUR USE OF THE SERVICE (“Usage Agreement”). IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THE PRIVACY POLICY, AND THE USAGE AGREEMENT, YOU DO NOT HAVE PERMISSION TO USE THE SERVICE.
From time to time, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third-party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (a) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (b) to establish a Party’s rights under these Terms and Conditions, including to make required court filings. On the expiration or termination of these Terms and Conditions, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of your initial access of the Service and will expire two years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms and Conditions for as long as such Confidential Information remains subject to trade secret protection under applicable law.
You shall not, and shall not permit any User(s) or third party to, upload, submit, transmit, store, or otherwise input any Protected Health Information into the Service. You are solely responsible for reviewing all data submitted to the Service and ensuring that no Protected Health Information is included.
In the event you breach this provision, you shall (a) immediately notify us in writing, (b) cooperate with us to remove or delete the Protected Health Information from the Service, and (c) indemnify, defend, and hold harmless us, our officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable court costs and attorneys’ fees) arising out of or related to your breach of this provision, including any claims brought by a regulatory authority or third party under HIPAA or applicable state health information law.
We reserve the right to suspend or terminate your access to the Service, without liability, immediately upon discovery of any actual or suspected Protected Health Information within the Service.
(a) California. The prohibition on Protected Health Information extends to any “medical information” as defined under the California Confidentiality of Medical Information Act, Cal. Civ. Code § 56 et seq. (“CMIA”), and any “personal information” or “sensitive personal information” implicating health data as defined under the California Consumer Privacy Act, as amended by the California Privacy Rights Act, Cal. Civ. Code § 1798.100 et seq. (“CCPA/CPRA”), regardless of whether such information independently qualifies as Protected Health Information under HIPAA.
(b) Nevada. The prohibition on Protected Health Information extends to any “consumer health data” as defined under the Nevada Consumer Health Data Privacy Law, Nev. Rev. Stat. §§ 603A.495–603A.590 (enacted as S.B. 370), including information that identifies a consumer’s past, present, or future physical or mental health status, and you shall not use the Service in a manner implicating the geofencing restrictions set forth in that chapter.
(c) Texas. The prohibition on Protected Health Information extends to any “protected health information” as defined under the Texas Medical Records Privacy Act, Tex. Health & Safety Code Ch. 181, which applies more broadly than HIPAA to any covered entity that assembles, collects, analyzes, uses, evaluates, stores, or transmits such information, regardless of whether the entity is a covered entity or business associate under HIPAA.
(d) Washington. The prohibition on Protected Health Information extends to any “consumer health data” as defined under the Washington My Health My Data Act, Wash. Rev. Code Ch. 19.373, and you shall not use the Service to implement or facilitate any geofence around a healthcare facility for purposes of identifying, tracking, or messaging consumers regarding consumer health data, as prohibited under RCW 19.373.080.
Your indemnification obligations under this provision shall extend to any claims, fines, penalties, or regulatory actions arising under the statutes identified above, or any substantially similar law of any other state. You are solely responsible for identifying and complying with the health information privacy laws of any state in which you or any of your User(s) operate. The identification of the statutes above does not narrow the scope of this provision to only those jurisdictions.
If such a claim is made or appears possible, you agree to permit us, at our sole discretion, to (a) modify or replace the Service, or component or part thereof, to make it non-infringing; or (b) obtain the right for you to continue use. If we determine that none of these alternatives is reasonably available, we may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to you.
This Section 7.1 will not apply to the extent that the alleged infringement arises from (a) use of the Service in combination with data, software, hardware, equipment, or technology not provided by us or authorized by us in writing; (b) modifications to the Service not made by us; or (c) use of any version other than the most current version of the Service delivered to you.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT FOR OUR INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE IN SECTION 7.1, AND MATTERS ARISING FROM OUR INTENTIONAL MISCONDUCT, IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO USE FOR YOUR USE OF THE SERVICE.
a) We may terminate these Terms and Conditions and your access to the Service, effective on written notice to you, if you: (i) fail to pay any undisputed amount when due us, and such failure continues more than 30 days after our delivery of written notice thereof; or (ii) breach any of your obligations under these Terms and Conditions;
(b) Either Party may terminate these Terms and Conditions, effective on written notice to the other Party, if the other Party breaches these Terms and Conditions, and such breach (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
(c) Either Party may terminate these Terms and Conditions, effective immediately upon written notice to the other Party, if the other Party (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.