Last updated and effective August 20, 2019
Please note that these Terms contain a Binding Arbitration provision. For more information about the Binding Arbitration provision and how to opt out, please see Section 16 below.
1. Permissible Use.
Except as indicated to the contrary elsewhere on this Site, you may view, copy, retransmit, and print the Content (defined below) available on this Site subject to the following conditions:
(a) you may only use the Content for personal, informational, or internal business purposes;
(b) you may not provide, sell, license, or lease the Content for any fee or other consideration;
(c) you must ensure all copyright, trademark, and other proprietary rights notices included in the Content as presented on this Site appear on all copies;
(d) you may not modify or alter the Content in any way; and
(e) you may not use any graphics separately from accompanying text.
Unless you and HealthStream have agreed otherwise in writing, you may not link or hyperlink to the top-level home page of the Site from any website, unless:
(a) you do not frame the Site or any portion of the Site;
(b) the hyperlink to the Site is not used in a way that suggests that HealthStream endorses you or your website;
(c) the link to the Site is not used or presented in any way that disparages HealthStream or tarnishes, blurs, or dilutes the quality of HealthStream’s name or trademarks or any associated goodwill; and
(d) the link to the Site is not displayed on any web page that displays objectionable content or links, including but not limited to, any content or information that: (i) is libelous or defamatory, pornographic, sexually explicit, unlawful, or plagiarized; (ii) a reasonable person would consider harassing, abusive, threatening, harmful, profane, obscene, racially, ethnically or otherwise objectionable or offensive in any way; (iii) constitutes a breach of any person’s privacy or publicity rights, a misrepresentation of facts, hate speech, or an infringement of any third party’s intellectual property or proprietary rights; or (iv) violates or encourages others to violate any applicable law.
2. User Conduct.
By using this Site, you agree that you shall not:
(a) delete, modify, hack, password mine or attempt to change or alter any of the Content on this Site;
(b) attempt to access accounts, computer systems, or networks connected to any HealthStream servers or to this Site, through any means, or obtain or attempt to obtain any materials or information through any means not intentionally or readily made available through this Site;
(c) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of this Site or servers or networks connected to this Site, or take any other action that interferes with other parties' use of this Site;
(d) use any robot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on this Site for purposes other than for a generally available search engine;
(e) use any HealthStream names, service marks, logos, or trademarks without our prior written consent, including without limitation as metatags, search engine keywords, or hidden text;
(f) use any material or information, including images or photographs, which are made available through this Site in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; or
(g) upload files that contain viruses, Trojan horses, worms, time bombs, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another.
3. Username and Password.
In order to access certain features on this Site and to post content on this Site, you or your organization may be required to create or obtain an account. By setting up or using an account, you agree to provide HealthStream with accurate and complete information. You are responsible for protecting and maintaining the security of your username and password. HealthStream will not be responsible or liable for any loss or damage resulting from your failure to comply with this security obligation. You are solely responsible for any and all activities or actions that occur under your account, whether or not you have authorized the activities or actions. You agree to immediately notify HealthStream of any unauthorized use of your username or password and of any unauthorized access to your account.
4. Site Content.
(a) Except as otherwise provided by a third party, all content on this Site is the intellectual property of HealthStream, Inc. and/or its licensors. This Site contains copyrighted material, trademarks, service marks, trade dress, and other proprietary content, including text, software, applications, sound, photographs, buttons, images, logos, video, code and graphics (collectively, the “Content”), and the entire selection, coordination, arrangement and “look and feel” of this Site and the Content are copyrighted as a collective work under copyright laws (collectively, “Intellectual Property Rights”).
(b) Neither these Terms nor your use of this Site transfers any right, title or interest in the Site, Content, or Intellectual Property Rights to you. HealthStream and its third-party licensors retain all of its and their respective right, title, and interest to the Site, Content, and Intellectual Property Rights. Any rights not expressly granted are reserved.
(c) Except as expressly provided in these Terms or in any other written agreement between you and HealthStream, you may not use, modify, republish, frame, print, display, perform, reproduce, license, transfer, sell, assign, post, transmit, distribute, reverse engineer, create derivative works from, or otherwise exploit any Content or information from this Site, in whole or in part, without the express written permission of HealthStream.
(d) Certain portions of this Site are restricted to users which have a separate agreement with HealthStream and other terms and conditions may apply to those services or products.All obligations with regard to HealthStream’s services or products governed by a separate agreement and these Terms shall not be construed to modify or alter any agreements relative to those products or services.
(e) While this Site may be viewable worldwide to anyone with Internet access, only residents of certain jurisdictions can access certain features on this Site including making purchases. However, this Site may not be continuously available due to maintenance or repairs or due to computer problems or crashes, disruption in Internet service, or other unforeseen circumstances. Further, a reference to a product or service on this Site does not imply that the product or service is or will be available in your location. The Content of this Site is intended for use and display only where its use and display are permissible in accordance with applicable rules and regulations of the United States or other countries.
(f) Certain materials on this Site may be furnished by third parties. Certain company designations for companies other than HealthStream may be mentioned in this Site for identification purposes only. Third-party trademarks, trade names, logos, product or services names contained on this Site are the trademarks, registered or unregistered, of their respective owners. .
5. Ratings and Public Comments.
Except as otherwise provided in any applicable written agreement, HealthStream does not seek or accept unsolicited ideas or suggestions relating to the development, design, manufacture, or marketing of its products applications and content. If you choose to submit feedback or any ideas regarding the products applications and content offered through the Site, you acknowledge and agree that you do so voluntarily without creating any contract or confidentiality obligations. The content of your submission, including remarks, suggestions, ideas and other content will become and will remain the sole property of HealthStream. HealthStream shall be entitled to use the submission and any ideas for any purpose whatsoever, without restriction and without compensation to you. You warrant that any materials, information and/or images you contribute or submit to HealthStream are original or are in the public domain and that you are the sole author with the full power to submit the same and to grant the above rights to HealthStream. You also agree to execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the assignments contemplated hereby.
6. Ratings and Public Comments.
There may be opportunities to rate and public comment on this Site (the “Ratings”). Any and all Ratings are subject to the rules below:
(a) When participating in the Ratings, please share your thoughts politely and constructively. While HealthStream encourages discussion of challenging topics, we want to make sure that they take place in a climate of mutual respect. User-generated content that is abusive, vulgar, racist, slanderous, harassing, misleading, irrelevant, or otherwise objectionable, or any comment that calls for unlawful or illegal behavior or might result in harm to others is strictly prohibited.
(b) User comments do not represent the professional advice or opinions of HealthStream or its personnel. The results of any actions you take based on the comments available in the Ratings are your responsibility alone. You are solely responsible and liable for all activities conducted by you in connection with the Ratings and for the content of your comments.
(c) Users are solely responsible for ensuring that they do not act in any manner that constitutes, or forms a part of a course of conduct amounting to, a violation of any state, federal or other applicable competition law. If you violate these Terms, you may have your access to the Ratings suspended and may permanently be banned from using the Ratings. In the event that any user has concerns that posted information is objectionable, the user is encouraged to contact HealthStream at email@example.com. HealthStream will make reasonable efforts to remove the comment if removal is necessary.
(d) You are not allowed to upload, post, or transmit any message, data, code, or software that would violate the proprietary rights of HealthStream or others, including unauthorized copyrighted text, images or programs, trade secrets, or other confidential proprietary information, or use any trademarks or service marks in an infringing fashion.
(e) You are not allowed to upload, post, or transmit photos or video of any third party without its express permission. By uploading, transmitting, or posting any photo or video on the Site or Ratings, you warrant that you have express permission from all persons appearing in the media.
(f) You are not allowed to upload, post, or transmit any materials, data or media that includes your personal health information (“PHI”) or the PHI of any third party.
(g) You are not allowed to upload, post, or transmit any advertisements or solicitations of business, chain letters, or pyramid schemes, or to upload, post, or transmit the same posting more than once.
HealthStream has no obligation to monitor any Ratings on this Site. However, HealthStream reserves the sole right to review, modify, distribute, remove, or delete any Ratings or other public comment at any time. HealthStream also reserves the right at all times to disclose any information as HealthStream deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in HealthStream’s sole discretion.
By uploading, transmitting, or posting any content including Ratings, you grant HealthStream a perpetual, non-exclusive, worldwide, royalty-free license to use, copy, print, display, reproduce, modify, edit, publish, post, transmit, and distribute such content in its entirety or in part for any purpose. You also certify that any person appearing or referenced in the transmitted or posted content, including Ratings, has authorized HealthStream to use copy, print, display, reproduce, modify, edit, publish, post, transmit, and distribute the content in its entirety or in part for any purpose. HealthStream is not obliged to maintain back-up copies of any material submitted or posted on the Ratings.
7. Other Sites; Third-Party Content.
As a convenience to you, this Site may provide links to websites and access to content, products, and services of third parties, including HealthStream’s affiliates, strategic partners, and other entities with which our connection consists of only a hyperlink (“Linked Sites”). Information and views contained in Linked Sites are not adopted or endorsed by HealthStream.
8. Modifications to Terms.
HealthStream reserves the right to change these Terms at any time. Please review these Terms periodically for any updates or changes. Your continued use of this Site following the posting of any updates or changes to these Terms constitutes your acceptance of the changes. If you object to any provision of these Terms or any subsequent modifications to these Terms, your only recourse is to terminate your use of this Site immediately.
9. Termination /Modifications of Site.
HealthStream reserves the right to modify or terminate your access to this Site or portions of this Site, at any time, temporarily or permanently, with or without notice to you, for any reason, and is not obligated to support or update this Site. Sections 1, 10 – 19 and this Section 8 of these Terms shall survive any termination. HealthStream also may impose limits on certain features and services, restrict your access to parts or this entire Site, or charge fees for access to portions of this Site without notice or liability. You acknowledge and agree that HealthStream will not be liable to you or any third party in the event that HealthStream exercises its right to modify or terminate access to this Site or portions of this Site.
10. Your Privacy.
HealthStream will treat any information it collects or receives from you through this Site in accordance with its online Privacy Statement (the “Privacy Statement”), which is incorporated by reference. Please review the Privacy Statement before you use this Site. If you are unwilling to accept the terms and conditions of the Privacy Statement, please do not use this Site.
11. Copyright Infringement.
In accordance with the US Federal Digital Millennium Copyright Act ("DMCA"), HealthStream has designated an agent to receive notifications of alleged copyright infringement associated with this Site. HealthStream will, upon receiving proper notice as set forth below, use commercially reasonable efforts to investigate notices of copyright infringement and take appropriate action. If you believe that your copyrighted work or the copyrighted work of another party is being infringed, please notify the designated agent, HealthStream Deputy General Counsel at 500 11th Avenue, North, Suite 1000, Nashville, TN 37203, by email at: firstname.lastname@example.org, by phone at: 615.301.3100. When notifying HealthStream of the alleged copyright infringement please provide HealthStream with the following information:
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is claimed to have been infringed;
(b) identification of the copyrighted work alleged to have been infringed;
(c) a description of the material that is claimed to be infringing and information sufficient to locate the material on this Site;
(d) information sufficient to contact the complaining party, such as a physical address, telephone number, and, if available, an electronic mail address;
(e) a written statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) a written statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on the copyright owner’s behalf.
If material is believed in good faith by HealthStream to infringe a copyright or otherwise violate any intellectual property rights, HealthStream will remove or disable access to the material.
If you knowingly misrepresent that material is infringing, you may be subject to liability.
12. No Medical Advice.
The Site is designed for educational and informational purposes only. This Site does not provide medical advice, diagnoses or recommendations about medical treatment, and does not recommend or endorse any products or information for any particular circumstances. You expressly acknowledge and agree that HealthStream is not responsible for the results of any decisions made based on your use of this Site or any Forum.
THE CONTENT ON THIS SITE IS NOT INTENDED IN ANY WAY TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. NEITHER THE CONTENT NOR ANY OTHER SERVICE OFFERED BY OR THROUGH THE SITE IS INTENDED TO BE RELIED ON FOR MEDICAL DIAGNOSIS OR TREATMENT. NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE SITE.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THIS SITE AND ALL CONTENT, TOOLS, APPLICATIONS, PRODUCTS, AND SERVICES PROVIDED ON THIS SITE, ARE PROVIDED ON AN "AS IS, WHERE IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. HEALTHSTREAM AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, AND ACCURACY, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. HEALTHSTREAM SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY OR LOSS ARISING OUT OF ANY ACTION TAKEN IN RELIANCE ON THIS SITE AND ALL CONTENT, TOOLS, APPLICATIONS, PRODUCTS, AND SERVICES PROVIDED ON THIS SITE. HEALTHSTREAM MAKES NO WARRANTY, AND EXPRESSLY DISCLAIMS ANY OBLIGATION, THAT: (A) THE SITE WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (B) THE CONTENT WILL BE UP-TO-DATE, COMPLETE, COMPREHENSIVE, OR ACCURATE; (C) ANY PARTICULAR RESULTS MAY BE OBTAINED FROM THE USE OF THE SITE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, TOOLS, APPLICATIONS, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS; OR (E) DEFECTS, IF ANY, WILL BE CORRECTED.
14. Limitation of Liability.
IN NO EVENT SHALL HEALTHSTREAM OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, INCREASED, OR CONSEQUENTIAL DAMAGES INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), ARISING FROM YOUR ACCESS TO, OR INABILITY TO ACCESS OR USE THIS SITE OR ANY CONTENT, INTELLECTUAL PROPERTY, APPLICATIONS, TOOLS, PRODUCTS, INFORMATION, OR SERVICES PROVIDED IN CONNECTION WITH THIS SITE, EVEN IF HEALTHSTREAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF THE LIMITATIONS SET FORTH IN THIS SECTION 17 ARE HELD TO BE UNENFORCEABLE FOR ANY REASON, HEALTHSTREAM’S LIABILITY FOR ANY TYPE OF DAMAGES SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000.00 USD).
SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS OF LIABILITY IN SOME CIRCUMSTANCES. CONSEQUENTLY, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
15. Limitation on Actions; Waiver.
You agree that any dispute arising out of these Terms or your use of this Site must be filed within one (1) year after the claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, any failure by HealthStream to enforce or exercise any provision of these Terms or related right shall not constitute a waiver of that right or provision.
16. Binding Arbitration.
You have the right to reject the Binding Arbitration terms as set forth in this section. If you reject, your access to and use of the Site will no longer be subject to an arbitration provision. You can reject arbitration by contacting us at 500 11th Avenue, North, Suite 1000, Nashville, TN 37203, Attn: Legal Department stating that you would like to reject the arbitration provision. To be effective, your email must be sent within thirty (30) days of your access to and use of the Site. We will not terminate your access to and use of the Site if you reject this arbitration provision. You do not have the right to reject any other provisions in this Agreement.
This section provides that disputes between you and us may be resolved by binding arbitration. Arbitration replaces the right to go to court, have a jury trial or initiate or participate in a class action. In arbitration, disputes are resolved by an arbitrator, not a judge or jury. This Binding Arbitration provision is governed by the Federal Arbitration Act (FAA) and shall be interpreted in the broadest way the law will allow.
(a) Covered Claims
You agree that any dispute arising out of or relating in any way to your use of this Site requires that the claim be resolved exclusively by confidential binding arbitration except that, to the extent you have in any manner violated or threatened to violate Intellectual Property Rights, HealthStream may seek injunctive or other appropriate relief.
(b) Arbitration Limits
No claims of any other parties may be joined or otherwise combined in the arbitration proceeding.
BECAUSE THE USE OF THIS SITE REQUIRES THE ARBITRATION OF ANY CLAIMS OR DISPUTES EXISTING BETWEEN THE PARTIES, NEITHER PARTY WILL HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR BEFORE A JUDGE OR JURY OR TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATORS' DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IF SUCH PARTY WENT TO COURT, INCLUDING WITHOUT LIMITATION THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL, MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION.
The arbitration shall be conducted in accordance with the rules of the American Arbitration Association ("AAA"), as then in effect.
The award of the arbitrators may be enforced in any court having jurisdiction thereof. Each party consents (a) to the non-exclusive jurisdiction of the courts of the State of Tennessee, or to any Federal Court located within the State of Tennessee for any action (i) to compel arbitration, (ii) to enforce any award of the arbitrators, or (iii) at any time prior to the qualification and appointment of the arbitrators, for temporary, interim, or provisional equitable remedies, and (b) to service of process in any action by registered mail or any other means provided by law. Should this Section 16 be deemed invalid or otherwise unenforceable for any reason, it shall be severed and the parties agree that exclusive jurisdiction and venue for any claims will be in the state or federal courts in Tennessee.
(d) Paying for Arbitration Fees
Unless otherwise expressly required by applicable law, each party shall bear its own attorneys' fees without regard to which party is deemed the prevailing party in the arbitration proceeding. Except for punitive and consequential damages (which may not be awarded), and subject to these Terms, the arbitrators shall be authorized to award either party any provisional or equitable remedy permitted by applicable law. The parties shall equally share all AAA charges and fees associated with the arbitration.
If any provision in these Terms is found by a court or arbitrator to be invalid, the parties agree that the court or arbitrator should give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.
(b) No Waiver
HealthStream’s failure to act with respect to a breach by any visitor using this Site does not constitute a waiver of its right to act with respect to subsequent or similar breaches.
(c) Choice of Law; Jurisdiction and Venue
These Terms will be governed by and construed in accordance with the laws of the State of Tennessee without regard to its choice-of-law provisions. In the event of any conflict between foreign laws, rules, and regulations and those of the United States, the laws, rules and regulations of the United States will govern.
(d) Entire Agreement
These Terms and the Privacy Statement as posted from time to time by HealthStream on this Site, and any modifications to the foregoing, constitute the entire agreement between the parties with regard to the subject matter in these Terms and supersede all prior understandings and agreements, whether written or oral, as to the subject matter.
(e) No Assignment
These Terms and all of your rights and obligations under it are not assignable or transferrable by you without the prior written consent of HealthStream. We may, at any time, sell, transfer, or assign any or all of our rights and obligations under these Terms.
(f) No Third-Party Beneficiaries
You acknowledge that this Site and these Terms are for your exclusive benefit and convenience. Neither can be transferred to any other person and no other person may claim rights under these Terms. Nothing contained herein shall be construed as granting, vesting, creating or conferring any right of action upon any other third party. This provision is not intended to limit or impair the rights that any person may have under applicable Federal statutes.
18. Contact Information.
If you have any questions about these Terms, the practices of HealthStream, or your dealings with this Site, please contact us at email@example.com. You may also contact us to update your personal information.