Terms of Use Effective Date: 10/14/2016

The United Hospital Fund, a New York corporation (“we,” “us,” and/or “United Hospital Fund”) is providing access to and use of the Health Indicators Database (“HI Database”) for authorized organizations (“account holders”) through their authorized personnel (“users”) subject to compliance with these Terms of Use (“Terms”). By registering and creating an account (“Account”) with Us to use the HI Database or by using the HI Database, account holders and users (collectively, “you”) agree to be bound by these Terms. Please note that by registering with us and/or using the HI Database, in addition to agreeing to these Terms, you will also be required to agree to the terms and conditions of our Privacy Policy, which is hereby incorporated into and made a part of these Terms.

Summary:

  • The HI Database is a repository for information you enter into the database to help you manage your client’s services related to specifically identified risks to healthy aging. We are only the repositories of your Information (as defined below) and as such, we do not review or verify the accuracy or validity of the data that you enter in the HI Database.

  • The individuals whose information you store in the HI Database are referred to herein as your “Client” or “Clients”.

  • You may only use the HI Database for lawful purposes and only in compliance with all laws and regulations that apply to you and your use and disclosure of your Information.

  • Please review our Privacy Policy.

  • You are solely responsible for all decisions you make concerning the care and other services you provide to your clients, even if you use the HI Database in connection with those services.


Terms and Conditions

These Terms are a contract between you and United Hospital Fund that governs your access to and use of the HI Database. These Terms govern your access and use of the HI Database and clarify your ownership of the information that you store and manage using the HI Database.

1. Information Ownership.

You are the legal owner of the data, notes, files, and other information stored and managed using the HI Database (“Information”). These Terms and our Privacy Policy shall govern the use of this Information.

1.1 Your Rights.

  1. You agree that you are solely responsible for the accuracy and content of your Information.

  2. You always retain ownership of the Information in your Account, and only you can give permission to share it.

  3. We will never grant any third party access to your Information without your permission, except in limited circumstances (such as when specifically required by law) and only in accordance with our Privacy Policy.

  4. We are not granted any rights to use or access your Information, except according to these Terms, with your permission and /or in accordance with our Privacy Policy.

  5. You can export your Information at any time. You can request that we delete your Information at any time.

1.2 License to Access and Use Your Information.

  1. If you choose to grant access to your Information to a third party that is also a user of the HI Database, you hereby grant to such party a non-exclusive, limited right to access and use the applicable Information for purposes that you share it, including, without limitation, any reuse or re-sharing permissions. You are solely responsible for determining and enforcing any restrictions on the use of Information that you decide to share with others through the HI Database.

  2. To facilitate your use of the HI Database, you hereby grant to us a non-exclusive, royalty-free license to access, store, reproduce and display any Information you store or manage through the HI Database solely as reasonably necessary to operate the HI Database, subject to these Terms and our Privacy Policy.

1.3 Information Security.

The HI Database uses industry standard, or better, administrative, physical and technical safeguards to protect the security, confidentiality and integrity of your Information. All information and data is password protected at rest and encrypted during transport. WE SHALL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS, HACKING, OR OTHER SECURITY INTRUSIONS; FOR FAILURE TO STORE ANY DATA OR INFORMATION; OR FOR THE THEFT, DELETION, CORRUPTION, DESTRUCTION, DAMAGE, OR LOSS OF ANY DATA OR INFORMATION.

1.4. Control and Sharing.

As described in the Privacy Policy you control your Information and you set permissions for sharing.

2. Acceptable Use of the HI Database.

You agree to use the HI Database responsibly, and not to misuse the HI Database. The HI Database will only be used for lawful purposes, and you agree to comply with all laws, rules, and regulations that apply to you in using the HI Database. You must also respect the privacy and Information of others who use the HI Database and comply with our Privacy Policy.

2.1 Use of Information.

We follow software development best practices to help ensure that the data you enter is populated accurately. However, we do not warrant and shall not be responsible or liable for the accuracy or reliability of the Information you gather and enter into the HI Database.

The HI Database is an informational and management aid only, designed to store and facilitate the interpretation of information related to the specifically identified risks to healthy aging, and its purpose does not extend to diagnosing, treating or prescribing for any illness or injury of your client. The HI Database organizes and displays information provided by you and made available as you direct. We do not select and cannot assure the accuracy, completeness or currency of any such information that you provide and make available to others, or that other parties provide or make available to you.

If you are a health care provider also subject to HIPAA as a covered entity, you use the HI Database at your own risk and are aware that the HI Database is NOT HIPAA-compliant. You shall indemnify and hold us harmless from and against any loss whatsoever arising from any failure on your part to discharge your professional and/or other legal duty of care to your Client or under HIPAA.

2.2 Prohibited Uses.

In addition to those previously mentioned, here are additional actions you cannot take or attempt to take with the HI Database:

  • Violate the terms and conditions of the Privacy Policy.

  • Violate the law or the privacy of others.

  • Provide trade secrets or material that is copyrighted or otherwise owned by a third party unless you have a valid license from the copyright owner which permits you to post or provide it.

  • Provide material that infringes on any other intellectual property, privacy, personality or publicity right of another.

  • Engage in or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, state, national or international law or regulation.

  • Transmit or transfer (by any means) information technology or software derived from the HI Database in violation of U.S. export control laws.

You are prohibited from violating or attempting to violate the security of the HI Database or our other systems or network security, including, without limitation, the following:

  • Accessing data and information not intended for your use of the HI Database.

  • Gaining unauthorized access to an account, server, or any other computer system.

  • Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures.

  • Attempting to interfere with the function of the HI Database, or any host or network of ours, including, but not limited to, via means of submitting a virus to the HI Database, overloading, denial of service attacks, “flooding”, “mailbombing”, “crashing”, or sending unsolicited e-mail, including, without limitation, promotions and/or advertising of products or services.

  • Sending altered, deceptive or false source-identifying information, including, without limitation, “spoofing” or “phishing.”

Unauthorized access of or tampering with our systems or network security may result in civil or criminal liability.

2.3 Responsible Disclosure Policy.

If you believe you have found a security vulnerability in the HI Database, its source code or our other systems or network security, we encourage you to let us know right away by submitting a report to dlally@uhfnyc.org. We will investigate all legitimate reports and make a good faith effort to avoid privacy violation, destruction of data, and interruption or degradation of our service during your use of the HI Database and will make a good faith effort to timely fix problems associated with systems or security vulnerabilities. We will not be obligated to pay or give you any premium or other consideration for the reporting of security bugs.

3. Content Licensing and Intellectual Property Rights.

3.1 Trademarks and Trade Dress.

The rights in the trademarks, logos, service marks, and trade dress (collectively “Trademarks”) of the HI Database and United Hospital Fund are not licensed to you. If you wish to use any of our Trademarks, or if you have any other questions about complying with our licensing terms, you should email dlally@uhfnyc.org.

3.2 Your Information.

We take the intellectual property rights of others seriously and ask you to do the same. You agree that you own or have the necessary rights in and to any and all Information and other content you upload or post to the HI Database. Not owning or having the necessary rights is a violation of these Terms.

4. Consent to Communication.

You consent to receive electronically any communications related to your use of the HI Database. We may communicate with you by email. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide us.

If you provide us with a telephone number, you expressly agree that we, or our authorized agents, can use that number to contact your about your Account.

5. Infringement.

If you believe that any content on the HI Database infringes upon any intellectual property rights which you own or control, you may send a written notice to our Copyright Agent at dlally@uhfnyc.org.

The written notice must satisfy the requirements set forth in the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512).

It is our policy in appropriate circumstances to disable and/or terminate access to the HI Database by any log-in accounts of an Account Holder who is a repeat infringer.

6. Disclaimer of Warranties.

THE HI DATABASE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTION, MATERIALS AND SERVICES, ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

WE DO NOT WARRANT THAT THE HI DATABASE OR THE FUNCTION, CONTENT OR SERVICES MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, FREE FROM HACKING OR OTHER SECURITY INTRUSION, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE HI DATABASE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS, INFORMATION, OR MATERIALS (WHETHER ORAL OR WRITTEN) OBTAINED BY YOU THROUGH THE HI DATABASE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE HI DATABASE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE HI DATABASE.

7. Limitation of Liability and Indemnity.

TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL UNITED HOSPITAL FUND, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, CONTENT OR SERVICE PROVIDERS, OR SUCCESSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO (i) THE USE OF, OR THE INABILITY TO USE, THE HI DATABASE, MATERIALS AND FUNCTIONS RELATED THERETO, (ii) UNAUTHORIZED ACCESS TO OR LOSS, CORRUPTION, OR ALTERATION OF DATA, TRANSMISSIONS, OR CONTENT, (iii) STATEMENTS OR CONDUCT OF ANY USER USING THE HI DATABASE, (iv) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF YOUR DATA OR ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION, (v) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING WITH THE HI DATABASE, OR (vi) ANY OTHER MATTER RELATING TO THE HI DATABASE, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, ANTICIPATED PROFITS, GOODWILL, LOST BUSINESS, USE, DATA, SALES, COST OF SUBSTITUTE SERVICES, OR OTHER INTANGIBLE LOSSES, EVEN IF WE OR OUR REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER A CAUSE OF ACTION MAY BE IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), STATUTE, OR ANY OTHER LEGAL THEORY, EITHER ARISING FROM THE TERMS, OR YOUR USE OF OR INABILITY TO USE THE HI DATABASE.

Some jurisdictions do not allow the limitation or exclusion of certain liabilities, so some of the above limitations may not apply to you.

Regardless of any statute or law to the contrary, you agree that any claim or cause of action you may have with respect to the HI Database must be filed within one year after the claim or cause of action arose or be forever barred.

8. Arbitration.
Any controversy or claim arising out of or relating to these Terms, the breach thereof or its subject matter shall be settled by binding arbitration in accordance with the consumer commercial arbitration rules of the American Arbitration Association. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Manhattan, New York City, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Notwithstanding anything to the contrary herein, we, you, or any other party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

9. Changes to the Terms.

We may modify, amend or change the terms, conditions or provisions of these Terms prospectively from time to time without prior notice to you, so please check them periodically. If a change, in our sole discretion, to these Terms is material, we will notify you (for example, by email to the email address in your account). It’s your responsibility to keep your email address current. We will post the new terms and indicate the revision date. By using the HI Database after any changes to these Terms, you agree to be bound by those changes and the new terms. If you disagree with the new terms, you should stop using the HI Database.

10. Changes to the HI Database.

We reserve the right to modify, refine, add or remove features, impose limits on the service or size of storage available to you, or suspend the HI Database, with or without prior notice to you and without liability to anyone, including, without limitation, you or any third party. In the unlikely event of discontinuance, we will notify you to allow you a limited but reasonable time period in which to export your Information.

We may impose or you may experience limits on your use of the HI Database. If you disagree with any changes to the HI Database, you agree that your only recourse will be to stop using the HI Database. You may export your Information before doing so. Continuing to access the HI Database after any changes to the HI Database will indicate that you agree with the changes and are satisfied with the HI Database as modified.

11. General.

Assignment. You may not assign any of your rights or obligations under these Terms without our express written consent. These Terms inure to the benefit of our successors and assigns.

Cancellation and Termination. You can cancel your Account and export your Information, and request that we delete your information, at any time. We may also suspend or terminate your Account if you violate these Terms or if United Hospital Fund elects to do so in the normal course of business. In such situations, we may attempt to notify you so that you can export your Information, but we may immediately suspend or terminate your account in certain circumstances, such as causing harm to another user of the HI Database, disrupting others’ use of the HI Database, or causing United Hospital Fund potential legal liability.

Entire Agreement. These Terms and the Privacy Policy, as each may be amended or modified by United Hospital Fund in accordance with its terms from time to time, together constitute the entire agreement between you and United Hospital Fund and govern your use of the HI Database, superseding and replacing any prior agreements and terms and conditions applicable to the HI Database. You may also be subject to additional terms and conditions that are applicable to certain parts of, or services offered on or through, the HI Database. If any incorporated agreements or policies conflict with these Terms, these Terms shall control.

Survival. All provisions of these Terms that, by their nature, should survive any termination or expiration of these Terms shall do so. Any termination or expiration of these Terms shall not relieve you of any obligations that may have arisen or accrued prior to such termination or expiration or limit any liability you otherwise may have to us, including, without limitation, any indemnification obligations contained herein.

Governing Law. These Terms and any dispute between you and United Hospital Fund arising out of or relating to these Terms shall be resolved in the manner set forth in Section 8 of these Terms, and governed by and interpreted in accordance with the laws of the State of New York, without giving force to its conflict of laws provisions.

Waiver and Severability. The failure of United Hospital Fund to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

12. Contact Us.

If you have any questions about these Terms, please contact us at dlally@uhfnyc.org or by mail at:

Ms. Debra Lally, Director, Information Systems
United Hospital Fund
1411 Broadway, 12th Fl.
New York, NY 10018