BY USING THE WEBSITE(S) HOSTED AT SMARTPLACEMENT.COM AND/OR THE SMART PLACEMENT APPLICATION(S), (COLLECTIVELY, THE “SERVICES”), YOU (THE “USER”), ACKNOWLEDGE THAT YOU HAVE READ THIS TERMS OF USE AGREEMENT (THE “AGREEMENT”), UNDERSTAND IT, AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND THAT THIS WILL BE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND RADIAL ANALYTICS, INC. (“RADIAL”, “WE”, “US” OR “OUR”). RADIAL MAY REVISE AND UPDATE THE TERMS AND CONDITIONS OF THIS AGREEMENT AT ANY TIME. YOUR CONTINUED USAGE OF OUR SERVICES WILL MEAN YOU ACCEPT THOSE CHANGES.
IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD REJECT THEM BY NOT USING THE SERVICES. YOUR ACCESS TO AND USE OF OUR SERVICES IS SUBJECT IN ALL RESPECTS TO THE TERMS OF OUR PRIVACY POLICY. SUCH PRIVACY POLICY MAY BE UPDATED FROM TIME TO TIME.
The Services Do Not Provide Medical Advice
The contents of the Services, such as text, graphics, images, and all other material that may be available through use of the Services (“Services content” or “content”) are for informational purposes only. The Services are not an attempt to practice medicine or provide specific medical advice, and should not be used to make a diagnosis or to replace or overrule a qualified health care provider’s judgment. Users should not rely on the Services for emergency medical treatment. If you think you may have a medical emergency, call your doctor or 911 immediately. Reliance on any information provided by Radial, Radial employees, others appearing on the Services at the invitation of Radial, or other users of the Services is solely at your own risk.
Compliance Requirements and Other Specific User Conditions
If your use of the Services is in the context of your employment by an employer that is a “covered entity” (e.g., a hospital, health plan, or health insurance company) as defined under the Health Insurance Portability and Accountability Act (HIPAA), section 45 CFR 160.103, then your use of the Services must comply with all applicable HIPAA requirements. All relevant HIPAA requirements shall apply to your use of the Services, regardless of whether you are accessing the Services from within a covered entity’s physical campus or remotely from any other location.
If you qualify as the type of User described in the above paragraph, then the terms and conditions of your use may also be governed by a Master Services Agreement executed between Radial and your employer.
Use of Services - General
Any use of the Services not expressly permitted by these terms and conditions is a breach of this Agreement. If you violate this Agreement, your permission to use the Services automatically terminates and you must immediately destroy any copies you have made of content from the Services. Services content is subject to change or termination without notice at the discretion of Radial.
Intellectual Property Rights
Unless otherwise noted, all Services content is the property of Radial and/or its affiliates or licensors, and is protected from unauthorized use, copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Domain names and product names are trademarks or registered trademarks of their respective owners. All rights not expressly granted herein are reserved to Radial and its licensors.
If your use of the Services is in the context of your employment by an employer that is a “covered entity” (e.g., a hospital, health plan, or health insurance company) as defined under the Health Insurance Portability and Accountability Act (HIPAA), section 45 CFR 160.103, Radial hereby authorizes you to print, transmit, or download copies of the Services content solely for the purpose of meeting the obligations of your employment contract, including but not limited to informing and educating other employees, and/or informing and educating patients for whom you manage care. All relevant HIPAA requirements shall apply to your use of printed, transmitted, or downloaded copies of the Services content.
Limitations of Liability and Releases
The use of the Services is at your own risk. Radial cannot and does not warrant that access to the Services will be error- or virus-free and does not guarantee against unauthorized users or hackers attempting to obtain access to the Services.
When using the Services, information will be transmitted over a medium that may be beyond the control and jurisdiction of Radial and its suppliers. Accordingly, Radial assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Services.
IN NO EVENT SHALL RADIAL OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND, WHETHER OR NOT RADIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
RADIAL’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT INCLUDING WITHOUT ANY LIMITATION ANY CLAIMS IN TORT, CONTRACT, BREACH, OF WARRANTY, STRICT LIABILITY OR OTHERWISE, AND FOR ANY AND ALL CLAIMS COMBINED, WILL NOT EXCEED U.S. $1.
Disclaimer of Warranty
USE OF THE SERVICES IS PROVIDED TO YOU “AS IS.” RADIAL, ITS LICENSORS, AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
Exclusions
Some jurisdictions do not allow the exclusions of implied warranties or limitations on certain types of damages, so the above disclaimers and limitations may not apply to you with respect to certain types of damages or claims.
Searches and Links to Other Services
Radial may provide links to third-party websites and/or third-party content (collectively “Third Party Content”). Radial does not recommend, endorse, or control Third Party Content (including but not limited to health care providers, services or treatments listed on the Services). Furthermore, Radial does not make any representations regarding the accuracy of Third Party Content. Your use of Third Party Content is at your own risk and subject to the terms and conditions for such Third Party Content. You acknowledge and understand that should you choose to provide personally identifiable information or protected health information to any third parties (collectively, PHI), the recipients of such PHI may not be subject to the same obligations under HIPAA and other privacy and security regulations and may use or re-disclose the information so that it is no longer protected by federal or state law.
User Submissions
The Services include functionality (which may include patient notes, product feedback fields, etc.) that allows users to upload written material to the Services (collectively “Text Entry Fields”). If you use Text Entry Fields, you are solely responsible for your own communications, the consequences of posting those communications, and your reliance on any communications found in the Text Entry Fields. In cases where you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately.
You agree that you will not upload or transmit any communications or content of any type to the Text Entry Fields that infringe or violate any rights of any party. You also agree that you will not send or transmit to Radial by email (including through the email addresses listed on the “Contact Us” page) any communication or content that infringes or violates any rights of any party.
If you submit any business information, idea, concept or invention in a Text Entry Field or to Radial by email, you automatically grant (or warrant that the owner of such content or intellectual property has expressly granted) Radial a royalty-free, perpetual, irrevocable, world-wide nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed. Radial may sublicense its rights through multiple tiers of sublicenses. If you wish to keep any business information, ideas, concepts or inventions private or proprietary, do not submit them in a Text Entry Field or to Radial by email. We try to answer correspondences in a timely manner, but are not always able to do so.
Prohibited Uses of Text Entry Fields
In consideration of being allowed to use the Text Entry Fields, you agree that the following actions shall constitute a material breach of this Agreement:
Radial reserves the right (but is not obligated) to do any or all of the following to monitor prohibited uses of Text Entry Fields:
Radial or its licensors have no liability or responsibility to users of the Services or any other person or entity for performance or nonperformance of the aforementioned activities.
Passwords
Radial has several tools that allow you to record and store information. You are responsible for keeping your passwords confidential and for taking all reasonable steps to ensure that no unauthorized person shall have access to your Radial accounts. You should notify us immediately if your password is hacked or stolen. To send us an email, use the “Contact Us” link(s) through our Services. Radial is not responsible or liable to you in any way if information is intercepted by an unauthorized person, either in transit or at your home, business or other place of access.
Responsible Disclosure
If you believe you’ve found a security vulnerability in a Radial Analytics service or product, please notify us at security@radialanalytics.com. We will work with you to resolve the issue promptly, and ask that you provide us with a reasonable amount of time to resolve the issue before disclosing it to the public or a third party.
Indemnity
If permitted by law, (which may vary depending on the type of user), you agree to defend, indemnify, and hold Radial, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of this Agreement.
General
Radial is based in Concord, Massachusetts, in the United States of America, with principal offices in the same location. Radial makes no claims that Radial or any Services and related content are appropriate or may be accessed from outside the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
The following provisions survive the expiration or termination of this Agreement for any reason whatsoever: Limitations of Liability and Releases, User Submissions, Indemnity, Jurisdiction, and Complete Agreement, Waiver, Severability.
Jurisdiction
You expressly agree that this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA, without regard to its conflicts of laws provision. You hereby consent to the exclusive jurisdiction and venue in the state courts in Suffolk County, Massachusetts or any federal court located therein for any dispute involving Radial or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers, and content providers.
Notice and Takedown Procedures; and Copyright Agent
If you believe any materials accessible on or through the Services infringe your copyright, you may request removal of those materials (or access thereto) from the Services by contacting Radial’s copyright agent (identified below) and providing the following information:
Radial’s agent for copyright issues relating to the Services is as follows:
Radial Analytics, Inc.
Attn: Privacy Matters
50 Beharrell Street, Suite A
Concord, MA 01742
copyright@radialanalytics.com
In an effort to protect the rights of copyright owners, Radial maintains a policy for the termination, in appropriate circumstances, of subscribers and account holders of the Services who are repeat infringers.
Complete Agreement, Waiver, Severability
This Agreement and our Privacy Policy constitute the complete and entire agreement between you and Radial with respect to the use of the Services. We will review this disclaimer frequently and reserve the right to revise it periodically. If we make changes to this policy, we will post the updated policy here.
If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Upon such determination that any of the terms or provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they shall be severed from this Agreement and the remaining provisions of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties. The parties agree to replace any invalid or unenforceable provisions in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
No waiver of any of the terms and conditions in this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition in this Agreement. Any such waiver must be given in writing signed by the party against which the waiver is sought to be enforced.
For additional information
Questions or comments regarding the Services, including any reports of non-functioning links, should be submitted using our Contact Us Form or via U.S. mail to:
Radial Analytics, Inc.
50 Beharrell Street, Suite A
Concord, MA 01742
info@radialanalytics.com
Copyright © 2016-2023, Radial Analytics, Inc. All Rights Reserved.
*** YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. ***
