Welcome to the theradoc.com Web site (the “Site”), provided by Premier, Inc. (“PREMIER, INC.” or “we”). This Agreement contains the terms and conditions upon which you (“you,” or “the user”) may access and use the valuable information and services available through the Site, which is controlled, maintained, owned and operated by Premier, Inc.
By using this Site, you are agreeing to be contractually bound by the terms and conditions of the Agreement as they are stated at the time of your use of the Site. By accessing and using the Site, you represent and warrant that you are of the age of majority under applicable law.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MAY NOT VIEW OR OTHERWISE USE THE SITE.
THE CONTENTS OF THIS SITE, INCLUDING ITS “LOOK AND FEEL” (E.G., TEXT, GRAPHICS, IMAGES, LOGOS, AND BUTTON ICONS), EDITORIAL CONTENT, NOTICES, SOFTWARE (INCLUDING HTML-BASED COMPUTER PROGRAMS) AND OTHER MATERIAL (“MATERIAL”), ARE PROTECTED UNDER BOTH UNITED STATES AND FOREIGN COPYRIGHT, TRADEMARK AND OTHER LAWS. This Material belongs to or is licensed to PREMIER, INC. You are granted a non-exclusive, non-assignable and non-transferable license to use the Site only in accordance with this Agreement. This license is not a sale of any of Premier’s rights. Permission to reprint or electronically reproduce any document or graphic in whole or in part for any other purpose is expressly prohibited, unless prior written consent is obtained from the respective copyright holder(s). You may contact us at the address indicated at the end of this Agreement. In any event, you agree not to modify, amend, reduce the size of or in any way obliterate any warnings, liability limitations, disclosures or notices (including any copyright or trademark notice) associated with the information. You may not sell or modify the Material or reproduce, display, publicly perform, distribute or otherwise use the Material in any way for any public or commercial purpose. The use of the Material on any other web site or in a networked computer environment for any purpose is prohibited. You may not copy or adapt the HTML code that PREMIER, INC. creates to generate the pages of the Site, which code is also protected by PREMIER, INC.’s copyright. If you violate any of the terms of this Agreement, your permission to use the Material automatically terminates and you must immediately destroy any copies you have made of the Material.
DISCLAIMER REGARDING INFORMATION ABOUT THIRD-PARTY PRODUCTS AND SERVICES
The Site may include information about third-party products and services. All such information is provided by PREMIER, INC. for informational purposes only and, unless expressly provided otherwise, does not constitute an endorsement or a recommendation by PREMIER, INC. of any third-party product or service. PREMIER, INC. makes no representations or warranties of any kind, either expressed or implied, as to the accuracy, reliability, completeness or timeliness of any information about third-party products and services contained on this website. Prior to purchasing or using any third-party product or service, you should independently investigate and evaluate whether the product or service meets your needs. In any event, you agree that PREMIER, INC. shall have no liability whatsoever as a result of your purchasing or using any third-party product or service for which information is provided about on this website.
ERRORS AND CORRECTIONS
The information and services included in or available through the Site may include inaccuracies and/or typographical errors. Changes are periodically made to the Site and to information contained in the database(s) from which information on the Site is derived. Use of the Site is at your own risk, and you agree that PREMIER, INC. is not liable for any inaccurate information contained in or derived from the Site. PREMIER, INC. may make improvements and/or changes to the Site at any time. Information contained in or derived from the Site is not to be relied on or utilized as a source of medical, financial, tax, legal, accounting, economic, business or other professional advice.
PREMIER INC.’S LIABILITY
YOUR USE OF THE SITE IS AT YOUR OWN RISK.
PREMIER, INC. DOES NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SITE OR ITS SERVER IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MATERIAL OR GOODS. IF YOUR USE OF THE SITE OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, PREMIER, INC. IS NOT RESPONSIBLE FOR THE COSTS ASSOCIATED WTH SUCH SERVICING OR REPLACEMENT.
THE SITE AND THE MATERIAL ARE PROVIDED ON AN “AS-IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. PREMIER, INC., TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. PREMIER, INC. MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE, TEXT, GRAPHICS OR LINKS CONTAINED WITHIN THE SITE; THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS CONTAINED ON THE SITE WILL BE CORRECTED; OR THAT THE SITE WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPUTER COMPONENTS.
YOU SPECIFICALLY AGREE THAT PREMIER, INC. SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE. YOU SPECIFICALLY AGREE THAT PREMIER, INC. IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT PREMIER, INC. IS NOT RESPONSIBLE FOR ANY CONTENT SENT AND/OR INCLUDED ON THE SITE BY ANY THIRD PARTY. IN NO EVENT SHALL PREMIER, INC., ITS AFFILIATES, AND/OR ANY THIRD PARTIES MENTIONED ON THE SITE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING IN ANY WAY FROM THE PERFORMANCE, USE, OR INABILITY TO USE THE SITE AND/OR THE MATERIAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE OR PREMIER, INC. OR ANY OF ITS AFFILIATES IS ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR WITH ANY OF THESE TERMS AND CONDITIONS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. BECAUSE SOME STATES OR JUSRISDICTIONS DO NOT ALLOW AN EXCLUSION OR LIMITATION FOR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF THIS LIMITATION OF LIABILITY OR THE EXCLUSION OF WARRANTY SET FORTH ABOVE IS HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN PREMIER INC.’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES HEREUNDER SHALL BE LIMITED TO $100.
The Site may contain links to web sites operated by others (“Linked Sites”). The links are provided for your convenience only. We do not control such Linked Sites, and are not responsible for the content and performance of any Linked Site or for your transactions with them, including, without limitation, any link contained in a Linked Site or any changes or updates to a Linked Site. Our inclusion of links to Linked Sites does not imply any endorsement of the material on such Linked Sites or any association with their operators. PREMIER, INC. does not in any way operate, control, or endorse any information, products, or services provided by third parties through the Internet.
INTERNATIONAL USE OF THE SITE
PREMIER, INC. makes no representation that the Site (including Material provided on or available through the Site) is appropriate for or available to locations outside the United States of America. Use of the Site from territories where it is illegal to do so is prohibited. Use of the Site outside of the United States of America is at your own risk, and you are solely responsible for compliance with all local laws and regulations, including restrictions and controls on the importation of computer software or data, as well as all export control laws and regulations of the United States of America.
SITE SECURITY RULES
You are prohibited from violating or attempting to violate the security of the Site, including, without limitation: (i) accessing or attempting to access data not intended for your use or logging into an account that you are not authorized to access; (ii) attempting to probe, scan or test the vulnerability of the Site or its network; or (iii) transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Site. PREMIER, INC. may investigate occurrences that it believes involve such violations and involve and cooperate with law enforcement authorities in prosecuting users of the Site who are involved in such violations.
In the event that you inadvertently obtain access to information belonging to or intended for a third party through the Site, you agree: (i) not to produce a physical copy of such information, (ii) to disregard such information and (iii) to immediately inform PREMIER, INC. of such inadvertent access, including all of the circumstances leading to and surrounding such access and any dissemination of such third party information beyond the Site and all steps taken by you or on your behalf to prevent the further dissemination of such third party information.
You agree to indemnify, defend and hold harmless PREMIER, INC., its officers, directors, employees, and agents from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, arising out of or relating to any violation of this Agreement or any activity related to use of the Site (including but not limited to infringement of third parties’ worldwide intellectual property rights or negligent or wrongful conduct) by you or any other person accessing the Site on your behalf.
WAIVER, RELEASE AND LIMITATION OF LIABILITY
You agree that neither PREMIER, INC., nor its officers, directors, employees, or agents shall have any liability to you under any theory or liability or indemnity arising out of or relating to use of the Site. You hereby release and forever waive any and all claims you may have against PREMIER, INC., its officers, directors, employees, and agents (including but not limited to claims based upon the negligence of PREMIER, INC., its officers, directors, employees, or agents) for losses or damages you sustain arising out of or relating to use of the Site.
DISCLAIMER OF LIABILITY FOR SERVICE INTERRUPTION
Neither PREMIER, INC., nor any of its affiliates, directors, officers, employees, agents, or any provider or third-party vendor will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of the Site, or resulting from the act or omission of any other party involved in making the Site or the Material contained therein available to you, or from any other cause relating to your access to or your inability to access the Site or Material, whether or not the circumstances giving rise to such cause may have been within the control of PREMIER, INC. or of any vendor providing software or services support.
RIGHT TO CHANGE OR DISCONTINUE THE SITE
PREMIER, INC. may change, suspend, or discontinue all or any portion or aspect of the Site at any time without notice, including the availability of any feature, database, content or other Material contained on or accessed through the Site. PREMIER, INC. may also impose limits on any feature to any or all parts of the Site without notice or liability.
a. You agree that no joint venture, partnership, employment, or agency relationship exists between PREMIER, INC. and you as a result of this Agreement or your use of the Site.
b. Any cause of action or claim you may have with respect to PREMIER, INC. must be commenced within one (1) year after the claim or cause of action arises.
c. PREMIER, INC.’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
d. PREMIER, INC. may assign its rights and duties under this Agreement to any party at any time without notice to you.
GOVERNING LAW AND FORUM
This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina without regard to its provisions relating to conflicts of law. You agree that any legal action or proceeding between PREMIER, INC. and you for any purpose concerning this Agreement or the parties’ obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in Mecklenburg County, North Carolina, United States of America. In light of the nature of this Agreement, you understand and agree that money damages may be insufficient to rectify breach and that, consequently, PREMIER, INC. will be entitled to seek preliminary and equitable relief upon a breach of the Agreement by you.
This Agreement comprises the full and final understanding between you and PREMIER, INC. and merges and supersedes any and all other agreements, understandings or representations, written or oral, with respect to the subject matter hereof. The Agreement may not be modified except by a writing (in paper or electronic form) signed by you and by an authorized representative of PREMIER, INC., and referring specifically to this Agreement. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement.
The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions.
NOTICE TO YOU
PREMIER, INC. may deliver notice to you under this Agreement by means of electronic mail, a general notice on the Site, or by written communication delivered by first-class U.S. mail to your address on record with PREMIER, INC.
To contact us with any questions or concerns in connection with this Agreement, or to provide any notices under this Agreement, please contact us at Premier, Inc.
Attn: Web Solutions 13034 Ballantyne Corporate Place, Charlotte, NC 28277