AGREEMENT AND POLICIES
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEBSITE.
We welcome your access and use of this website and its forums and contents. As consideration for access to and use of this website, you understand and agree to abide by the following:
This Agreement is a legal agreement between you, as a “User”, and KLAS Enterprises LLC (“KLAS”). KLAS makes certain information available on the KLAS website (the “Website”), subject to the following terms and conditions. Any rights not expressly granted herein are reserved by KLAS.
- KLAS collects, summarizes and distributes via its Website the vendor performance database (“Database”) and reports (“Reports”), information and research related to software, services, and equipment in the field of healthcare. Such Reports and the Database are compilations of data and opinions gathered from interviews with appropriate individuals at healthcare provider organizations.
- User desires to gain access to the Website and information that is available.
AGREEMENTS: In consideration of the above and the mutual promises set out in this Agreement, KLAS and User agree as follows:
- ACCESS TO WEBSITE AND MATERIALS. Healthcare providers and employees of provider organization are often provided access to the Website, including Reports, Database, blogs, presentations, snapshots, and forums, hereinafter referred to as Materials (“Materials”) at no cost or significantly discounted cost, depending on their level of access.
Non-healthcare providers (vendors, consultants, investment bankers, and all others, including individual healthcare providers employed by non-healthcare providers) are obligated to pay KLAS for access to the Materials provided through the Website or for use of its contents.
- USE OF CONTENT. User use of content made available on the KLAS Website is governed by the Promotional Use of KLAS Data Policy set forth below (“Use of Data Policy”). User understands and agrees all content posted by other users on the Website is the sole responsibility of the individual who originally posted the content. KLAS does not necessarily approve of and is not responsible for and disclaims any and all liability that may arise from content posted by Users. If User believes any content posted by others is infringing or otherwise objectionable, please notify us at DataUse@KLASresearch.com.KLAS has the right in its sole discretion to edit, alter, or remove any content submitted by User to public areas of the Website.
- USE OF SOFTWARE.The Software and accompanying files and documentation available on this Website are the copyrighted works of KLAS and may be used only for the purposes described in this Agreement or the Use of Data Policy. User may distribute Materials or Website information and share their data and content solely with members of User’s own internal organization except as permitted by the Use of Data Policy. The complete data or any extraction from the data may not be used in any revenue-generating activity without permission from KLAS. Documents containing any KLAS data must include reference and copyright information as outlined in the Use of Data Policy. User agrees to use reasonable efforts to protect such confidential Materials and the Website against unauthorized disclosure.Under no circumstances may you share the Website, Materials, or any data therein with any other organization, consultant, investment company, vendor or other third party, except under the limited exception described in the Use of Data Policy. User may not copy, download, modify or distribute the Website’s software in any way without KLAS’ express written permission.
- FEES PAYABLE BY USER. User agrees to pay all applicable fees, charges, and taxes for access to the Website and Materials in accordance with the current rates, payment terms and policies as published by KLAS or previously agreed to with KLAS. Any User who accesses the KLAS paid subscription information or Materials without appropriate authorization or payment will be liable and responsible for the full published fees of the Materials or areas that were accessed.
- TERM OF AGREEMENT.This Agreement shall remain in force until it is terminated by either party. Either User or KLAS may terminate this Agreement at any time, for any or no cause, by giving notice to the other party. If User accesses information that User should have paid for and User terminates this Agreement, User is still obligated to pay the applicable fees.
- USER’S REPRESENTATIONS AND WARRANTIES. User represents and warrants to KLAS as follows:
- User has full power and authority to enter into this Agreement and make the agreements specified herein; and any text, comments, photos, information or other materials or content that User places on KLAS’ Website or uses in connection with the Service (“User Materials”) do not and will not contain any libelous or unlawful material or any materials or instructions that may cause harm or injury, and do not and will not violate any person’s right of privacy or copyright, trademark, or other intellectual property rights. By posting User Materials, User warrants and represents that User either owns or otherwise controls all of the rights to those User Materials, including, without limitation, all the rights necessary for User to post or upload the User Materials, or that Users use of such materials is a protected fair use under copyright law. User agrees to not knowingly provide any User Materials with intent to defraud or submit misleading or false information.
- User further agrees not to knowingly upload, post, email or otherwise transmit any confidential information, trade secrets, "junk mail," "spam," "chain letters," "pyramid schemes," any other form of solicitation, or software viruses.
- Users will share Materials and data contained therein including User’s organization passwords for the Website only with persons within User’s own organization and no others, except as otherwise agreed in writing by KLAS. Should User provide a password, KLAS copyrighted data, or Materials to an unauthorized individual or company, User’s access to KLAS Website and Materials may be terminated with no refund and without recourse. In such a case, KLAS may pursue any and all other remedies.
SHARED RESOURCES. Materials and User Materials operate on shared resources. Excessive use or abuse of these shared network resources by one user may have a negative impact on all other users. Misuse of network resources in a manner that impairs network performance is not appropriate or viable and may result in termination of User’s account.
INDEMNIFICATION. User agrees to indemnify, defend and hold KLAS harmless from and against any and all actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including attorneys’ fees) that KLAS may incur or suffer in connection with any of User’s User Materials or by reason of the breach or alleged breach of any of User’s warranties and representations under this Agreement.
ASSIGNMENT. This Agreement may not be assigned by User without KLAS’ prior written consent, which will not be unreasonably withheld.
LINKS TO THIRD PARTY SITES. If User decides to access or use any third party web sites linked to this web site, User does this entirely at User’s own risk.
TRADEMARKS. The KLAS, KLAS Online and Platinum KLAS names and logos, as well as any other KLAS service or product names or logos displayed on KLAS’ Website, are registered trademarks or trademarks of KLAS. The names and logos of third party products and companies shown on the Website and used in the Materials are the property of their respective owners and may also be trademarks. KLAS’ trademarks may be used publicly only with written permission from KLAS.
WARRANTIES AND DISCLAIMERS. The information and data contained in the Website or Materials is intended solely as a catalyst for a more meaningful and effective investigation by User’s organization and is not intended nor should it be used to replace User organization’s due diligence. THE WEBSITE, SOFTWARE AND SERVICE ARE PROVIDED “AS IS”, AND KLAS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. KLAS does not warrant that the Software or Materials are or will be entirely error-free. KLAS disclaims any liability for damages caused by the contents of the Website, Database, or any Materials or User’s or any other user’s reliance thereon, unless due to KLAS’ gross negligence or intentional wrongdoing.KLAS’ TOTAL LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE OR ITS MATERIALS SHALL BE LIMITED TO DIRECT DAMAGES, WHICH SHALL NOT EXCEED THE FEES USER PAID TO KLAS DURING THE LAST 12 MONTHS PRIOR TO THE DATE OF THE CLAIM.IN NO EVENT SHALL KLAS BE LIABLE FOR LOST PROFITS, LOST DATA, INTERRUPTIONS OF BUSINESS, OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF WHETHER KLAS HAS NOTICE OF THE POTENTIAL FOR SUCH LOSS OR DAMAGE.
APPLICABLE LAWS.Any rights not expressly granted herein are reserved by KLAS.The terms of this Agreement and all rights and obligations of User and KLAS are governed by the laws of and enforced in the State of Utah exclusively, irrespective of any conflicts of laws provisions, except as Utah law may be preempted or superseded by the laws of the United States. Should any dispute arise between the parties arising out of or relating in any way to User’s visit to KLAS’ Website or to Materials or any other products or services purchased from KLAS, including any dispute concerning any breach of, or to enforce, interpret, rescind, or terminate any of the provisions of this Agreement, User and KLAS agree now that User or KLAS will submit or file any such dispute exclusively in the state court in Utah County, State of Utah or the federal court in Salt Lake City, UT. No such dispute shall be adjudicated in any other forum. Each party and any beneficiaries hereto, including their successors and assigns, hereby consents and stipulates to be subject to the jurisdiction and venue of the courts of the State of Utah with venue in Utah County, State of Utah or the courts of the Unites States located in the State of Utah, as the case may be. To the fullest extent permitted by applicable law, no dispute under this Agreement shall be joined to any other dispute involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
EXPORT LAWS. KLAS makes no representation that its Website or Materials are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this Website from other locations do so at their own initiative and are responsible for compliance with applicable local laws. User may not use or export Materials or products in violation of U.S. export laws and regulations.
TERMS. If any term of this Agreement is invalid or unenforceable, it will be severed and the remaining terms of this Agreement will remain in full force and effect.