AGREEMENT BETWEEN USER AND NAHQ ebusiness
The NAHQ ebusiness Web Site is comprised of various Web pages operated by NAHQ ebusiness.
The NAHQ ebusiness Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the NAHQ ebusiness Web Site constitutes your agreement to all such terms, conditions, and notices.
NAHQ ebusiness reserves the right to change the terms, conditions, and notices under which the NAHQ ebusiness Web Site is offered, including but not limited to the charges associated with the use of the NAHQ ebusiness Web Site.
LIVE EVENT PARTICIPANT TERMS
Definitions. In addition to any other words defined in this Agreement, for purposes of this Agreement, the following terms have the following meanings when capitalized, and their ordinary meanings when not capitalized: “City” means the city in which the Event is held. “Event,” “Event Dates,” “Event Hotels,” and “Exhibition Dates and Hours” have the meanings stated in the Participant Application. “Facility” means the convention center, hotel, or other venue at which the Event is held. “Participant” means the individual identified as the Participant in the Participant Application. “NAHQ” means the National Association for Healthcare Quality, an Illinois not-for-profit corporation, exempt from federal income tax pursuant to Internal Revenue Code Section 501(c)(6). “Personnel” means an organization’s managers, directors, officers, employees, volunteers, agents, successors, and assigns.
- Event Changes. NAHQ is entitled to change the Event Hotels, the Event Dates, the Facility, the Exhibition Dates and Hours, the Event schedule, Event presentations and courses, and any other aspect of the Event.
- Credentials, Event Access, and Badge Scanning. NAHQ shall provide Participant with a Participant Badge. Participant Badges: (i) are for Participant’s personal use only and may not be transferred; and (ii) must be worn in the Facility and while attending the Event. Participants not wearing a Participant Badge may not enter the Facility or the Event and will be asked to leave both. By permitting an exhibitor or any other person at the Event to scan Participant’s Badge, Participant is providing and agreeing to provide the exhibitor or other person with access to the Participant’s contact information, including: (i) name, (ii) mailing address (iii) email (iv) organization (v) job title (vi) telephone number (vii) credentials. Whether Participant allows an exhibitor or other person to scan the Participant’s Badge is in the Participant’s discretion. NAHQ is not responsible for and does not control how an exhibitor or other person use Participant information gained when scanning Participant’s Badge. Participant hereby waives all claims to the contrary.
- Property Loss or Damage. Participant is responsible for protecting Participant’s property at all times, including while in transit to or from the Event and during the Event. NAHQ and the Facility do not guarantee or insure that the Event Hotels, the Facility, or the Event are secure and are not responsible for Participant’s property or any damage or loss of Participant’s property.
- Event Recordings. NAHQ has the exclusive right to photograph, record, and film, in film, audio-video, audio-only, or any other media now known or hereafter created (collectively, “Recordings”) the Event. NAHQ is the exclusive owner of the Recordings and has the exclusive right to assign, transfer, reproduce, prepare derivative works from, modify, incorporate into other works, distribute, perform publicly, display publicly, transmit, broadcast, sell, and otherwise use and exploit the Recordings. Participant shall not Record any aspect of the Event, or an individual or entity’s participation in the Event without NAHQ’s written permission.
- Participant Publicity Release. Participant hereby grants NAHQ an unconditional, worldwide, fully transferable, fully sub-licensable, assignable, perpetual, non-terminable, exclusive, irrevocable, royalty free right (but not the obligation) to photograph, record, digitize, film, reproduce, distribute, prepare derivative works based on, publicly perform, publicly display, and otherwise use Participant’s name, address, email address, phone numbers, image, likeness, voice, biographical information, and other personal characteristics as they may appear in Participant’s Event registration materials, the Recordings (defined above), and other materials (collectively, “Materials”) related to the Event, in all formats and media now known or hereinafter created, for any purposes, including advertising, trade, and commercial purposes. Participant acknowledges NAHQ is the owner of the Materials and Participant has no right to inspect or approve the Materials or NAHQ’s use of the Materials.
- Participant shall defend and indemnify NAHQ, the Facility, and their respective affiliates and Personnel (individually, “Indemnified Person” and collectively, “Indemnified Persons”) against all losses, liabilities, claims, and actions, including reasonable attorneys' fees and other proceeding expenses, (collectively, "Claims"), related to: (i) Participant’s acts or omissions; (ii) Participant’s breach of this Agreement; or (iii) Participant’s violation of applicable law. Despite this provision, Participant is not required to defend or indemnify an Indemnified Person for Claims caused by that Indemnified Person’s willful or wanton misconduct.
- Limitation of Liability. To the fullest extent possible pursuant to applicable law and except as otherwise provided in this Section: (i) Participant knowingly, voluntarily, and irrevocably releases from all liability, waives all claims and actions against, and covenants not to make or bring any claim or action against any of the Indemnified Persons related to this Agreement, the Event, and Participant’s Event participation; (ii) Participant is not entitled to recover consequential, incidental, indirect, exemplary, special, punitive damages, enhanced damages, lost profits or revenues, or diminution in value from any of the Indemnified Persons; and (iii) in any event, collectively, the Indemnified Persons maximum aggregate liability related to this Agreement, the Event, and Participant’s Event participation, whether based on breach of contract, tort (including negligence), or any other theory is limited to the Participant Fees actually paid by Participant to NAHQ, in connection with the Event. The limitations of liability in this Section apply: (i) even if the damages were foreseeable; (ii) whether all or any of the Indemnified Persons were advised of the possibility of the damages; (iii) regardless of the legal or equitable theory on which the claim or action is based (contract, tort (including negligence), or any other theory); and (iv) even if the Participant’s remedies under this Agreement fail their essential purpose. Participant acknowledges the Participant Fees reflect the limits on liability stated in this Section. Participant acknowledges that the limitations of liability in this Section are reasonable and Participant hereby waives any claim to the contrary. If applicable law limits the application of this Section, each Indemnified Person’s liability is limited to the maximum extent permitted by applicable l Despite the other provisions of this Section, the limitations of liability in this Section do not apply to liability caused by willful or wanton misconduct.
- The Event is provided “as-is” and “with all faults.” Participant assumes all risks associated with Participant’s Event participation. NAHQ disclaims all representations and warranties of any kind with respect to the Event and Participant’s Event participation whether express, implied, or statutory to the fullest extent possible pursuant to applicable law, including the implied warranties of merchantability and fitness for a particular purpose.
- Third Party Exhibits, Services, Products, and Information. The Event includes third party exhibits, presentations, services, products, and information (“Third Party Materials”). NAHQ does not make any representation or warranty regarding or endorse any Third Party or Third Party Materials. Participant is solely responsible for investigating and determining whether and to what extent to use, rely on, or purchase Third Party Materials. Any contract between a participant and a third party regarding Third Party Materials is solely between participant and the third party, and does not involve NAHQ. All statements and/or opinions expressed by third parties at the Event are solely the statements and opinions of the person or entity making the statements and/or opinions. Third party statements and opinions do not necessarily reflect the positions or opinions of NAHQ. NAHQ disclaims all liability and responsibility For Third Parties, Third party Materials, and Third Party Statements, and opinions.
- Event Rules. This Agreement is subject to the terms of the agreement and the Facility. In addition, Participant shall abide by all guidelines, rules, regulations, and directions issued by NAHQ and the Facility applicable to the Event and Participant’s Event participation (collectively, “Event Rules”). Without limiting the foregoing, in connection with the Event Participant shall: (i) dress and conduct Participant’s self in a professional, courteous, and respectful manner; (ii) abide by applicable law; (iii) not violate the contractual, statutory, common law, intellectual property, or other legal rights of any individual or entity; (iv) not smoke in the Facility; (v) not block doors, fire extinguishers, sprinklers, emergency equipment signage, emergency exits, or lighting systems in the Facility; (vi) not bring weapons, flammable, volatile, or hazardous materials, or materials under high pressure into the Facility; (vii) not damage the Facility, Facility furniture, or Facility equipment; and (viii) not engage in any activities detrimental to the Event. NAHQ is entitled to interpret, amend, add to, and enforce the Event Rules. Participant shall abide by NAHQ’s interpretation of, amendment to, and enforcement of the Event Rules. In addition, Participant shall abide by all directions given or decisions made by NAHQ or the Facility with respect to the Event, Participant’s Event participation, or the Facility.
- Participant Restriction and Removal. NAHQ is entitled to: (i) prohibit Participant conduct at the Event, which in NAHQ’s opinion detracts from the Event; and (ii) evict Participant from the Event and the Facility, if in NAHQ’s opinion, Participant’s continued presence at the Event will detract from the Event.
- NAHQ Termination. NAHQ is entitled to terminate this Agreement without cause by giving written notice to Participant. If NAHQ terminates this Agreement without cause, NAHQ’s sole obligation and Participant’s sole remedy is for NAHQ to refund the Participant Fees paid to NAHQ by Participant under this Agreement, unless the Event has started at the time of termination, then NAHQ shall refund the Participant Fees on a pro-rata basis through the date of termination. Without limiting the foregoing, if NAHQ terminates this Agreement without cause, NAHQ is not required to cover Participant’s travel, lodging, or any other costs or expenses.
NAHQ is entitled to terminate this Agreement for cause if, in NAHQ’s opinion, Participant breaches this Agreement. If NAHQ terminates this Agreement for cause, Participant is not entitled to a refund of any sums it paid to NAHQ. NAHQ is entitled to refuse to admit Participant to the Event. In addition, Participant shall vacate the Event and Facility as directed by NAHQ. Without limiting the foregoing, if NAHQ terminates this Agreement without cause, NAHQ is not required to cover Participant’s travel, lodging, or any other costs or expenses.
- Force Majeure. A party is not liable for failing to comply with its obligations under this Agreement (except for payment obligations), for failures caused by: (i) an act of God; (ii) flood, fire, earthquake, or severe weather; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (iv) the act of a governmental authority; (v) national or regional emergency; or (vi) another reasonably unforeseeable event beyond the reasonable control of the impacted party (“Force Majeure Event”).
- Representations and Warranties. Each party represents and warrants: (i) it has the power and authority to enter into and comply with its obligations under this Agreement; (ii) it will comply with its obligations and exercise its rights under this Agreement, in accordance with applicable law; (iii) entering into, complying with its obligations under, or exercising its rights under this Agreement, does not violate any right of or obligation it owes to any individual or entity; (iv) it is not subject to or located in a country subject to U.S. economic sanctions or trade embargos; and (v) when signed by both parties, this Agreement constitutes a legal, valid, and binding obligation of the party, enforceable against the party in accordance with its terms.
- Currency, Dates, Times, and Language. Under this Agreement: (i) all financial references are in U.S. dollars; (ii) all payments must be made in U.S. dollars, except as otherwise agreed by the parties; (iii) all date and time references refer to the date and time in the City; (iv) U.S. English is the controlling language; and (v) all records, communications, notices, documents, and proceedings are in U.S. English.
- The Parties’ Relationship. The parties are independent contractors and nothing in this Agreement creates an agency, franchise, business opportunity, joint venture, partnership, employment, fiduciary, or other relationship between the parties. A party is not entitled to contract for or bind the other party.
- All notices must be in writing and provided to the other party by: (i) personal delivery; (ii) professional overnight delivery service, with proof of delivery to the other party’s mailing address listed on the first page of this Agreement; or (iii) email, with proof of delivery to the other party’s email address listed the first page of this Agreement. A notice is effective on the date it is delivered to a party in person, or with proof of delivery to the party’s mailing or email address. A party may change the addresses for notices under this Agreement, by giving the other party notice in the manner stated in this Section.
- Governing Law and Choice of Forum. The laws of the State of Illinois, U.S., excluding the State of Illinois’ choice of law rules, govern this Agreement. A party shall institute any action related to this Agreement in the United States District Court for the Northern District of Illinois, U.S., or the Illinois state courts located in Cook County, Illinois, U.S. The parties submit to the exclusive jurisdiction of these courts.
- Jury Trial Waiver. Each party hereby waives, to the extent permitted by applicable law, any right to a trial by jury, in any action between the parties related to this Agreement.
- Limitations Period. Participant must bring any claim or action against an Indemnified Person related to this Agreement, the Event, or Participant’s participation in the Event within one (1) year of the claim or action accruing. Participant waives any right to file an action related to this Agreement under any longer statute of limitations.
- Binding Effect. This Agreement inures to the benefit of, and is binding on, the parties and their successors and permitted assigns.
- Assignment. Participant is not entitled to assign its rights or delegate its obligations under this Agreement, without NAHQ’s written permission. NAHQ is entitled to assign its rights and delegate its obligations under this Agreement.
- Waiver. Any failure or delay by a party to exercise any right under this Agreement is not a waiver of that right. A waiver must be in writing and signed by the party making the waiver. A party’s waiver of a breach, of any provision of this Agreement, is not a waiver of any subsequent breach of the same provision.
- Cumulative Remedies. NAHQ’s rights and remedies provided in this Agreement are cumulative and not exclusive, and NAHQ’s exercise of any right or remedy does not preclude NAHQ’s exercise of any other rights or remedies that may now or subsequently are available to NAHQ at law, in equity, by statute, by contract, or otherwise.
- If a court having jurisdiction over a dispute between the parties, determines any provision of this Agreement is unenforceable under applicable law, the rest of this Agreement remains in effect to the extent permitted by applicable law. In addition, as to any provision determined to be unenforceable as written in this Agreement, the provision is not void, but rather it is the desire of the parties that the provision be reformed and enforced by the court to the extent permitted under applicable law to give effect as near as possible to the original intent of the parties, as if originally executed in that form by the parties.
- Provisions of this Agreement, which by their nature should apply beyond the termination of this Agreement, remain in force after this Agreement’s termination, including Sections 5, 6, 7, 8, 9, 10, 11, 14, 16, and 20 through 32.
- No amendment to this Agreement is valid unless in writing and signed by both parties. Any amendment to this Agreement is binding on the Indemnified Persons.
- Entire Agreement. This Agreement is the entire agreement between the parties, with respect to the subject matter of this Agreement, and supersedes any prior agreements between the parties regarding the same subject matter.
REFUND POLICIES, EXCLUDING LIVE EVENTS
For live event policies, see pages 1-7.
NAHQ will not issue any refunds or exchanges for products once purchased, including online products. Certification and recertification fees are nonrefundable.
Pursuant to NAHQ’s bylaws, membership fees are nonrefundable.
LINKS TO THIRD PARTY SITES
The NAHQ ebusiness Web Site may contain links to other Web Sites ("Linked Sites"). The Linked Sites are not under the control of NAHQ ebusiness and NAHQ ebusiness is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. NAHQ ebusiness is not responsible for webcasting or any other form of transmission received from any Linked Site. NAHQ ebusiness is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by NAHQ ebusiness of the site or any association with its operators.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the NAHQ ebusiness Web Site, you warrant to NAHQ ebusiness that you will not use the NAHQ ebusiness Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the NAHQ ebusiness Web Site in any manner which could damage, disable, overburden, or impair the NAHQ ebusiness Web Site or interfere with any other party's use and enjoyment of the NAHQ ebusiness Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the NAHQ ebusiness Web Sites.
USE OF COMMUNICATION SERVICES
The NAHQ ebusiness Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
- Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
- Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
- Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
- Conduct or forward surveys, contests, pyramid schemes or chain letters.
- Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
- Restrict or inhibit any other user from using and enjoying the Communication Services.
- Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
- Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
- Violate any applicable laws or regulations.
NAHQ ebusiness has no obligation to monitor the Communication Services. However, NAHQ ebusiness reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. NAHQ ebusiness reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
NAHQ ebusiness reserves the right at all times to disclose any information as 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 NAHQ ebusiness's sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. NAHQ ebusiness does not control or endorse the content, messages or information found in any Communication Service and, therefore, NAHQ ebusiness specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized NAHQ ebusiness spokespersons, and their views do not necessarily reflect those of NAHQ ebusiness.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.
MATERIALS PROVIDED TO NAHQ ebusiness OR POSTED AT ANY NAHQ ebusiness WEB SITE
NAHQ ebusiness does not claim ownership of the materials you provide to NAHQ ebusiness (including feedback and suggestions) or post, upload, input or submit to any NAHQ ebusiness Web Site or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting NAHQ ebusiness, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. NAHQ ebusiness is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in NAHQ ebusiness's sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE NAHQ ebusiness WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. NAHQ ebusiness AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE NAHQ ebusiness WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE NAHQ ebusiness WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
NAHQ ebusiness AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE NAHQ ebusiness WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. NAHQ ebusiness AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
NAHQ ebusiness reserves the right, in its sole discretion, to terminate your access to the NAHQ ebusiness Web Site and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law, this agreement is governed by the laws of the State of Washington, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in King County, Washington, U.S.A. in all disputes arising out of or relating to the use of the NAHQ ebusiness Web Site. Use of the NAHQ ebusiness Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and NAHQ ebusiness as a result of this agreement or use of the NAHQ ebusiness Web Site. NAHQ ebusiness's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of NAHQ ebusiness's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the NAHQ ebusiness Web Site or information provided to or gathered by NAHQ ebusiness with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and NAHQ ebusiness with respect to the NAHQ ebusiness Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and NAHQ ebusiness with respect to the NAHQ ebusiness Web Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.
COPYRIGHT AND TRADEMARK NOTICES:
All contents of the NAHQ ebusiness Web Site are: Powered by Personify ebusiness and/or its suppliers. All rights reserved.
The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.
Any rights not expressly granted herein are reserved.
NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.