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Terms of Use

Agreement between Us and You

This site is operated by Global Healthcare Exchange, LLC and its subsidiaries, including Vendormate, Incorporated (collectively, “GHX,” “us,” or “we”). We offer this site to you conditioned on your acceptance without modification of the terms, conditions, and notices contained in these Terms of Use and any written agreement(s) executed and in effect between you and any GHX entity in connection with any of our products or services (collectively, the “Service Agreement”). In the event of any conflict between any Service Agreement and these Terms of Use, the terms of the Service Agreement take precedence.  Your use of this site constitutes agreement to all of these Terms of Use, subject to the terms of any Service Agreement.  If you do not agree to and accept these Terms of Use as superseded by any Service Agreement, please exit this site. 

Access to this Site

Except as otherwise set forth in a Service Agreement, we will provide access to the site to our customers, their affiliates, and their respective employees, contractors, and/or bona fide existing or potential vendor representatives authorized to use our services.  We provide such access through unique logon identifiers and passwords (collectively, the "Logon").  You will: (a) be responsible for the security and/or use of your Logon; (b) not disclose such Logon to any person or entity; (c) not permit any other person or entity to use your Logon; (d) immediately notify us of any known or suspected unauthorized use of a Logon or any other breach of security; and (e) use the site in accordance with the terms and conditions of these Terms of Use and any Service Agreement.

Information on this Site

GHX makes no express or implied representation or warranty about the accuracy, completeness, reliability, or timeliness of information provided on this site.  You should not use or rely on the information on this site as the sole basis for making decisions. Instead, you should consult primary sources of information that are more accurate, complete, reliable, and timely. Information in any Service Agreement supersedes any contrary information in this site.  You agree that you have responsibility to monitor changes to this site. We reserve the right to modify this site at any time without notice, but do not undertake any responsibility to update or correct the site. 

Use of Site Content

This site and all of its content are the exclusive property of GHX and its licensors and service providers.  This includes, without limitation, all text, design, graphics, videos, logos, images, icons, downloads, interfaces, code, and software, and the selection and arrangement thereof.  This site and all of its content are protected individually and as a compilation by copyright, trademark, and other applicable laws of the United States and other countries, and GHX reserves all its rights thereunder. All trademarks, service marks, and logos on this site are the property of their respective owners. Nothing on this site shall be construed as granting any license or right to use any trademark, service mark, or logo without the owner’s prior written permission, except as otherwise expressly stated herein or in any Service Agreement.  GHX makes no warranty or representation that your use of this site will not infringe rights of third parties. 

GHX allows site users to access, download, print, and copy the material contained on this site for their business use in connection with our products and services, provided that such use must be limited to what is reasonably necessary for such purposes, and that users must not modify or delete any copyright, trademark, or other proprietary notice on such material. We expressly prohibit any other use of content of this site, including without limitation copying, uploading, modifying, distributing, publishing, transmitting, reverse engineering, selling, licensing, or creating derivative works from any content of this site or the products or services described herein.  Any use of content of this site for purposes competitive to GHX is expressly prohibited.  GHX also expressly prohibits any use of any hardware, device, software, or routine to damage or interfere with this site or its operation or to gain unauthorized access to any hardware, software, system, or data. 

GHX prohibits anyone from framing this site or its content or using our site content or proprietary marks as meta tags, except with our prior written consent.  This prohibition covers all framing and “hidden text” techniques and technology.

Materials You Submit

Your use of this site constitutes acknowledgement that you are responsible for any material you submit via this site in any manner. Your responsibility includes without limitation assuring the legality and truthfulness of and intellectual property and other rights to the information you submit.  You may not submit false or misleading information about your identity or contact addresses or the origin of the material you are submitting, including when registering and submitting content using the site. You are prohibited from submitting, uploading, publishing, or otherwise distributing in connection with this site any content that (i) may violate any law or give rise to liability; (ii) may violate or infringe on the rights of any party, including without limitation intellectual property rights and rights to privacy; (iii) is false, fraudulent, libelous, defamatory, obscene, sexually oriented, profane, threatening, harassing, abusive, or otherwise objectionable; (iv) may violate confidentiality obligations or proprietary rights; or (v) may contain malware, spam, commercial content, political campaigning, or chain letters. 

Submission of personal information to GHX and its service providers and use of that information are subject to the Privacy Policy posted on this site. Unless otherwise specifically provided by any Service Agreement, by submitting any material via this site, you are granting GHX and its affiliates an unrestricted, non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, display, publish, reproduce, modify, adapt, translate, distribute, and create derivative works from such material throughout the world in any media.  You further agree that GHX and its affiliates are free to use any ideas, concepts, or know-how that you or individuals acting on your behalf provide to us.  You grant GHX and its affiliates in their discretion the right to use the name you submit in connection with such material.  With respect to all material you submit, you represent and warrant that (i) it is accurate; (ii) you own or otherwise control all the rights to it; (iii) its use does not violate any provision of these Terms of Use or of any Service Agreement; (iv) its use will not cause injury to any person or entity; and (v) you will indemnify and hold harmless GHX, its affiliates, and their respective directors, officers, employees, contractors and subcontractors, agents, licensors, service providers, and suppliers for all claims resulting from it. 

Links

As a convenience to you, this site may contain links to other sites operated by GHX, its affiliates, or third parties. Different terms and conditions may apply to your use of linked sites.  GHX is not responsible for the content, security, operation, or use of any linked sites operated by others or the products or services that may be offered or obtained through those sites.  Inclusion of links to other sites should not be viewed as recommendation, approval, or endorsement of those sites or their content by GHX.  GHX is not responsible for any loss, damages, or other liabilities incurred as a result of your use of linked sites.

Disclaimers

YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. THIS SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  GHX DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO (I) THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (II) ANY WARRANTIES REGARDING TITLE AND NONINFRINGEMENT; AND (III) ANY WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING.  GHX MAKES NO REPRESENTATION OR WARRANTY THAT (A) THIS SITE OR ANY TECHNOLOGY ASSOCIATED WITH IT WILL BE SECURE OR FREE FROM MALWARE; (B) ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; (C) INFORMATION ON THE SITE WILL BE ACCURATE, COMPLETE, OR TIMELY; OR (D) USE OF INFORMATION OR MATERIALS ON THIS SITE WILL BE ADEQUATE, USEFUL, RELIABLE, OR SUITABLE FOR ANY PURPOSE.  NO ORAL OR WRITTEN ADVICE OR INFORMATION YOU MAY OBTAIN FROM GHX OR THROUGH OR FROM THIS SITE SHALL CREATE ANY WARRANTY OF ANY KIND.  YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM YOUR USE OF THIS SITE, INCLUDING WITHOUT LIMITATION FROM UPLOADING OR DOWNLOADING ANY MATERIALS TO OR FROM THIS SITE.

THE LAWS OF CERTAIN JURISDICTIONS MAY NOT PERMIT THE DISCLAIMER OF WARRANTIES.  IN SUCH A JURISDICTION, THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. 

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE TO ALL OF THE FOLLOWING: (I) THIS SITE IS MADE AVAILABLE TO YOU IN CONNECTION WITH OUR SERVICES AND SUBJECT TO THE TERMS AND CONDITIONS OF ANY SERVICE AGREEMENT; (II) YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THIS SITE; (III) USE OF THIS SITE IS AT YOUR OWN RISK; (IV) ANY INFORMATION YOU SEND OR RECEIVE MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES; AND (V) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN WRITTEN AGREEMENTS EXECUTED BETWEEN US, NEITHER GHX NOR ITS AFFILIATES, SUPPLIERS, OR THIRD-PARTY CONTENT PROVIDERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS SITE OR ANY OTHER SITE YOU ACCESS THROUGH A LINK OR INFORMATION ON THIS SITE OR FROM ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US, OR ANY DELAY OR INABILITY TO USE THIS SITE, OR FROM ANY INFORMATION, PRODUCTS, OR SERVICES ADVERTISED IN OR OBTAINED THROUGH THIS SITE, THE REMOVAL OR DELETION OF ANY MATERIALS POSTED ON OR SUBMITTED TO THIS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF GHX, ITS AFFILIATES, OR ANY OF ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY ERROR, OMISSION, DEFECT, FAILURE OF PERFORMANCE, INTERRUPTION, DELETION, DELAY, MALWARE, DATA CORRUPTION, OR NETWORK OR SYSTEM OUTAGE RELATING TO THIS SITE.  THIS DISCLAIMER ALSO APPLIES TO ANY TANGLIBLE OR INTANGIBLE LOSS, INCLUDING WITHOUT LIMITATION ANY LOSS OF YOUR OR ANY THIRD PARTY’S PROFITS, AND ANY THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS, OR USE OF ANY RECORD OR DATA. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT GHX, ITS AFFILIATES, AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY ACTS OF ANY THIRD PARTY IN CONNECTION WITH THIS SITE, INCLUDING WITHOUT LIMITATION ANY ILLEGAL, DEFAMATORY, OFFENSIVE, OR UNAUTHORIZED CONDUCT BY ANY USER OF THIS SITE.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR WITH ANY OF THESE TERMS OF USE AS SUPERSEDED BY ANY SERVICE AGREEMENT, YOUR SOLE REMEDY IS TO DISCONTINUE USE OF THE SITE, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY APPLICABLE SERVICE AGREEMENT.  YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED.

SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR LIMITATION ON HOW LONG AN IMPLIED WARRANTY LASTS.  IN SUCH JURISDICTIONS, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 

Indemnification

You agree to indemnify, defend, and hold harmless GHX, its affiliates, and their respective directors, officers, employees, contractors and subcontractors, agents, licensors, service providers, and suppliers from and against any and all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and court costs, arising or resulting from your use of this site or any violation of these Terms of Use, subject to any Service Agreement.  If you cause a technical disruption of the site or the systems making the site available to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. GHX reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with GHX in the defense of such matter. 

Jurisdiction and Applicable Law

These Terms of Use and your use of this site are governed by such laws as provided for in any Service Agreement or, in the absence of such Service Agreement, by the laws of the United States and the State of Colorado. By using this site in the absence of any Service Agreement, you irrevocably consent to the jurisdiction of the courts located in the State of Colorado for any action arising out of or relating to use of this site or to these Terms of Use. 

We recognize that this site may be accessed from anywhere in the world, and that the laws of the jurisdictions in which some users are located may differ substantially from those of the United States and the State of Colorado or from those governing any Service Agreement.  Users should be aware that data related to this site is hosted in the United States.  Because we cannot practicably prevent users in different jurisdictions from accessing the site, you are responsible for knowing and complying with the laws of your jurisdiction.  If such laws conflict with your use of this site or any of its content, this site is not intended for you, and we ask you not to use it.

Changes to These Terms of Use

GHX reserves the right, at any time and in its sole discretion, to change these Terms of Use in whole or in part, by posting revised Terms of Use on this site.  You are responsible for reviewing, agreeing to, and complying with the Terms of Use in effect at the time you use this site, subject to any Service Agreement. Your continued use of this site constitutes acceptance of the Terms of Use then in effect, subject to any Service Agreement.

Entire Agreement, Admissibility, and Severability

These Terms of Use, any policies or operating rules posted on this site, and any Service Agreement constitute the entire agreement and understanding between GHX and you with respect to the subject matter thereof and supersede all prior or contemporaneous oral or written communications or proposals between GHX and you with respect to such subject matter. You agree and acknowledge that your use of this site does not make GHX your agent for any purpose, and that no agency, partnership, joint venture, or similar relationship exists, or is intended to exist between you and us by virtue of your use of this site or the content thereof.  You agree that, except as expressly provided in these Terms of Use or any Service Agreement, there shall be no third-party beneficiaries to these Terms of Use. A printed version of these Terms of Use shall be admissible in any judicial or administrative proceeding based on or relating to this site or its use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

If any provision of these Terms of Use is determined by a competent court with jurisdiction in the matter to be invalid, unenforceable, or void pursuant to applicable law, that determination shall not invalidate or void the remainder of these Terms of Use, and the parties agree and intend that these Terms of Use shall be amended by changing the offending provision only as far as is necessary to make it valid, legal, and enforceable while preserving its intention and that of any Service Agreement or, if such modification is not possible, the parties will substitute another provision that is valid, legal, and enforceable to achieve, as far as possible, the same results between the parties.

Termination or Restriction of Access

We reserve the right to remove or bar any person from this site and prevent anyone from uploading or downloading materials to or from this site, without notice and in our sole discretion, subject to any Service Agreement. We also reserve all other rights we may have, including without limitation the right to seek any other relief to which we may be entitled by law or in equity. 

No Waiver

You agree that any failure by GHX to enforce any provision of these Terms of Use or respond to a breach by you or another party does not in any way waive our right to enforce subsequently any provision of these Terms of Use or any right of GHX or to act with respect to similar breaches.

Notice of Copyright Infringement

If you believe in good faith that your copyrighted work has been reproduced on or linked to without authorization in a way that constitutes copyright infringement, please provide notice at the address below, to the attention of the GHX General Counsel.  Your notice should include the following information: (i) identification of the copyrighted work claimed to have been infringed; (ii) identification of the allegedly infringing material on the site that is requested to be removed; (iii) your name, address, daytime telephone number, and email address so that we may contact you if necessary; (iv) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law; (v) a statement that the information in the notice is accurate and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed; and (vi) an electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of the copyright and submit the statement.

Contact Us

If you have any questions or comments about these Terms of Use or this site, you may contact us using any of the following methods:

Email: ghxcommunications@ghx.com

Global Healthcare Exchange
Attn: Corporate Communications
1315 W. Century Dr., Suite 100 
Louisville, Colorado 80027 
USA
Phone: 1.720.887.7000
Fax: 1.720.887.7200

Last updated: April 8, 2016

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