Effective Date: July 1, 2018
This policy (the “Use Policy”) describes the terms and conditions on which Censinet, Inc. (“Censinet”, “we”,“our” or “us”) offers you access to the connect.censinet.com website and any other website controlled by Censinet that links to or references this Use Policy (the “Site”), the Censinet Product (as defined below) and any other software, mobile applications or online services provided to you by Censinet that reference this Use Policy (collectively, including the Site and the Censinet Product, the “Services”). This Use Policy constitutes a legal agreement between Censinet and you (“you” or “User”), so please read this Use Policy carefully before accessing and using the Services.
By clicking “Accept” or accessing and using the Services, you affirm that:
- You have read and understand this Use Policy;
- You will comply with all of the terms and conditions of this Use Policy;
- You are at least the age of legal majority in your place of residence and otherwise legally competent to enter into contracts; and
- If you are using the services on behalf of your employer that does not currently have an Other Agreement (as defined below) with Censinet: (i) your acceptance of this Use Policy is deemed an agreement between your employer and Censinet, (ii) you represent and warrant that you have authority to bind your employer to this Use Policy, and (iii) references to “you” and “User” in this Use Policy will be deemed to refer to both you and your employer.
IMPORTANT NOTE: These Terms contain provisions that limit our liability to you and require you to resolve any dispute with us through final and binding arbitration on an individual basis and not as part of any class or representative action. Please see “Disclaimer of Warranties”, “Limitations of Liability”, “Waiver of Right to Pursue Class Action Claims”, “Limitation on Time to Bring an Action” and “Waiver of Jury Trial; Agreement to Arbitrate Claims” sections below for more information.
Your affirmative act of using and/or registering for the Services constitutes your consent to enter into agreements with Censinet electronically. If you do not agree to any term or condition of this Use Policy, please do not use the Services.
This Use Policy is in addition to, and is intended to supplement, any other agreements between you (or your employer) and Censinet, including any customer or account agreements, and any other agreements that govern User’s use of information, content, tools, products and services available on or through the Services (each, an “Other Agreement”). If you or your employer is a party to any Other Agreement, the terms of the Other Agreement will control over any conflicting terms of this Use Policy.
Children and Minors
The Services are not intended for or directed to children under 18 years old. If you are under 18 years old or otherwise have not attained the age of majority in your state of residence, you may not use the Services.
Changes to this Use Policy
We reserve the right to make changes to this Use Policy at any time. We will not make any changes that have a retroactive effect unless we are legally required to do so. Please check back from time to time to ensure that you are aware of any changes to this Use Policy. We will indicate effective date of the Use Policy at the top of this page. Your continued use of the Services after changes have been posted indicates your consent to any changed Use Policy.
If we make material changes that would impact your use of the Services, we will endeavor to notify you of the changes, such as by posting a notice directly on the Services, by sending an email notification (if you have provided your email address to us), or by any other reasonable method. If you do not agree to the changed Use Policy, you should immediately terminate your use of the Services.
Reservation of Rights
We reserve the right at any time and for any reason, with or without notice, and without liability to you or any other user, to: (i) modify, suspend or terminate the operation or any feature of the Services; (ii) restrict, limit, suspend or terminate your and/or any other user’s access to the Services; (iii) monitor any User’s use of the Services to verify compliance with this Use Policy and/or any applicable law; (iv) investigate any suspected or alleged misuse of the Services and cooperate with law enforcement and/or third-parties in such investigation; and (v) disclose information about any user’s use of the Services in connection with law enforcement investigation of alleged illegal activity, or in response to a lawful court order or subpoena.
Services; Limited License
Censinet has developed a collaborative of health care providers (the “Collaborative”) and a network of vendors and service providers (“Vendors”) designed to assist health care providers and health care provider organizations (collectively, “Providers”) in evaluating and managing risk associated with contracting with Vendors, and to align best practices for evaluating and minimizing Vendor risks. Leveraging the Collaborative and Vendors, Censinet has developed software and services to assess, manage, and develop best practices associated with the ongoing risk of third party vendor management (the “Censinet Product”), through which Providers will have access to Censinet’s risk analysis and related benchmarking data of participating Vendors (“Vendor Assessments”). You are either (i) a Provider that has purchased a subscription to the Censinet Product (“Subscriber”) or an employee, consultant or other representative (“Representative”) of a Subscriber, or (ii) a Vendor that has agreed to provide data and information to Censinet for use with the Censinet Product (a “Vendor Participant”) or a Representative of a Vendor Participant.
If Censinet has provided you login credentials to access the Censinet Product, Censinet grants you a nonexclusive, nontransferable, nonsublicensable, revocable, royalty-free, limited right and license to access and use the Censinet Product (including the Vendor Assessments and all other content, data and information provided through or in connection with the Services (“Censinet Content”)) solely: (i) if you are a Subscriber or a Representative of a Subscriber, Subscriber’s internal business purposes in evaluating and managing Vendor risk, or (ii) if you are a Vendor Participant or a Representative of a Vendor Participant, for purposes of providing data and information to Censinet that will enable Censinet to perform Vendor Assessments and otherwise assist Subscribers in evaluating and managing risk. If we provide you access to Censinet Content, you may use the Censinet Content for your internal purposes only, and you are not entitled to copy any Censinet Content. You agree to safeguard your Services access credentials, and you will be responsible for the acts or omissions of any person who accesses the Services using passwords or access procedures provided to you.
As between you and Censinet, Censinet solely owns the Services, the Censinet Content, and all related documentation. Except for the limited license set forth above or in an Other Agreement, no other right is granted, no use is permitted and all other rights are expressly reserved. You acknowledge and agree that the Services are made available solely as hosted by or on behalf of Censinet, and nothing in this Agreement will be construed to grant you any right to receive a copy of any software for the Services. You agree that you will not: reproduce or modify the Services or any documentation therefor or portion thereof; rent, sell, lease or otherwise transfer the Services or any part thereof or use any Services for the benefit of a third party; reverse assemble, reverse compile or reverse engineer the Services, or otherwise attempt to discover any source code or underlying trade secrets or other proprietary information; or use any information gained as a result of your access to the Services to develop or assist a third party to develop a product with the same or similar functionality as any Services.
Provision of Data by Vendor Participants
If you are a Vendor Participant, you will be asked to complete questionnaires and assessments, and to provide Censinet with certain information relating to your practices. All information you provide to us as a Vendor Participant is voluntary, however, you understand and agree that failure to provide us with certain information may negatively impact your Vendor Assessment. If you agree to provide us any information as a Vendor Participant, you represent and warrant that all information you provide to us (“Vendor Information”) is complete and accurate to the best of your knowledge, and you represent and warrant that you have all rights and authorizations necessary to provide us with all Vendor Information. You hereby grant us a perpetual, irrevocable, nonexclusive, transferable, sublicensable, worldwide, royalty-free, fully paid-up right and license to use, reproduce, create derivative works of, display, distribute and disclose the Vendor Information for all lawful purposes in connection with Censinet’s business, including, without limitation (i) using and disclosing Vendor Information to provide Subscribers, including providing specific risk analyses related to your (or your employer’s) practices, (ii) benchmarking against practices of other Vendors, (iii) aggregating and compiling Vendor Information with other information, (iv) creating analysis and insights relating to your practices and practices of Vendors generally, (v) creating Censinet Content, and (vi) improving our Services.
User Must Have Internet Access
In order to use the Services, User must have or must obtain access to the Internet, either directly or through devices that access web-based content. User must also provide all equipment necessary to make such (and maintain such) connection to the Internet. User acknowledges that Censinet is not responsible for notifying User of any upgrades, fixes or enhancements to any such equipment or for any compromise of data transmitted across computer networks not owned or operated by Censinet or telecommunications facilities, including, but not limited to, the Internet.
Automated Monitoring and Automated Login Scripts Prohibited
User agrees that automated monitoring scripts, performance monitoring scripts and automated login scripts by Users are strictly prohibited on the Services and Censinet production systems or networks unless approved in advance in writing by Censinet. User shall not attempt to circumvent data protection schemes or uncover and/or exploit security loopholes. This includes, without limitation: creating and/or running programs that are designed to identify and/or exploit security loopholes and/or decrypt intentionally secure data; performing an act that intentionally prevents the normal operations of networks, computers, servers or processes at Censinet; running any program that may damage or place excessive load on a server or the network; mass-invites, mass-messages, and programs known as floodbots and clonebots; forging the identity of a user or machine in an electronic communication; and intentionally repeating or transmitting material in a rapid manner with the intention of producing the effect of harassing another user by “flooding” them. Should Censinet discover that User has implemented any of these methods, Censinet may block network access to the Services; suspend or terminate User’s access; or take legal action against User to prevent the use of these scripts, programs or methods against the Services and Censinet’s networks and systems.
Third-Party Software Configuration
User acknowledges that a supported Internet browser is required to access and use the Services, and the Services may required certain other third-party software to be installed on the Users network and computers (as will be notified by Censinet to you). Censinet will use commercially reasonable efforts to maintain the Services as compatible with the current version of frequently used browers, but does not warrant or guarantee that the Services will be available or operational on any particular browser.
If User uses third-party software configurations that do not meet the Censinet requirements, User acknowledges and agrees that Services may not be accessible, may not operate properly or may have some features disabled. Censinet shall have the right to modify the third-party software requirements in its sole discretion to maintain security and operational integrity for its user base.
Accuracy of User’s Account Information
Email and Notices; Electronic Communications Consent
User agrees to provide Censinet with User’s email address, to promptly provide Censinet with any changes to User’s email address and to accept email (or other electronic communications) from Censinet at the email address User specifies. User further agrees that, except for any notice required to be delivered in accordance with the terms of any Other Agreement, Censinet may provide any and all notices, advisories and other communications to User via email and User agrees to allow email delivery from Censinet. You agree that we are not responsible for your failure to receive notice if email is quarantined by your email security system (e.g., “junk” or “spam” folder) or if you fail to update your email address. You also agree that we may send you notices through the Services.
Each Subscriber and Vendor Participant will designate an active administrator (hereinafter referred to as“Censinet Administrator”) who shall provide and assign user names and passwords to each user who is authorized by such Subscriber or Vendor Participant to use the Services. You will be responsible for maintaining the confidentiality and security of your user names and passwords, and you understand and agree that you are prohibited from sharing user names and/or passwords with other persons. The Censinet Administrator for your organization shall be responsible for removing access to the Services in the event users are no longer employed by your organization or in the event any user is no longer authorized to access the Services.
User acknowledges that Censinet may provide features or functions within the Services to allow designated individuals for each Subscriber or Vendor Participants to electronically sign forms and documents (e.g., Subscriber required terms and business associate agreements). You agree that you will only use this functionality within the Services if you are authorized by your organization to agree to and electronically sign documents that bind your organization. Censinet is not responsible for ensuring that any electronically signed documents are appropriately authorized or permitted pursuant to applicable law.
Release of Information to Third Parties
The Services may permit Users to send certain information to other users, within and outside of User’s organization. You agree that you will follow your organization’s internal procedures regarding the release of information when directing provision of information to third parties through the Services. You agree that we are entitled to rely on your direction in sending information to other Users, and you are solely responsible for compliance with your contractual obligations to third parties, as well as compliance with your organization’s internal policies and procedures.
Suspension for Ongoing Harm or Abuse
You agree that we and your employer have the right to suspend or terminate your right to access and use the Services at any time in our/their sole discretion, including without limitation any use or abuse of the Services materially and adversely affects the business or operations of Censinet. Abuse of the Services includes, but is not limited to, not logging into the system and not responding to inquiries in a reasonable timeframe; the use of any profanity or foul language, degrading comments published through the Services; and any misrepresentation of a User’s capabilities or licensure/accreditation status. User agrees that Censinet shall not be liable to User or to any third party for any suspension or termination of the Services.
Lawful Conduct; Prohibited Uses
By using the Services, you agree to abide by the terms of any agreement between Censinet and you or your employer. You agree, while using the Services or any information obtained through the system, to comply with all applicable federal and state laws and regulations, including without limitation those related to privacy, cybersecurity, electronic communications, digital rights management, fax communications and anti-spam legislation.
Without limiting the foregoing, you agree that: (i) you will not use the Services to collect, transmit, store or otherwise process protected health information, personally identifiable information or similar information relating to individual persons; (ii) you will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (including rights of publicity and privacy) without first obtaining the permission of the owner of such rights; and (iii) you will not use the Services to target for solicitation any other Subscribers or Vendor Participants. In addition, you agree that you will not create website links to the Services that include login information, including but not limited to, user names, passwords, secure cookies and/or “mirroring” or “framing” any part of the Services.
Each Subscriber and Vendor Participant will be responsible to ensure that any use of the Services by its users is in accordance with the terms and conditions of this Use Policy.
Third Party Sites
The Services may provide links to other web sites or resources. Because Censinet has no control over such sites and resources, User acknowledges and agrees that Censinet is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources.
Feedback or Comments
If you choose to provide Censinet with any comments, suggestions, proposals or other feedback related to the Services or any other matter (collectively “Feedback Information”), you agree that such Feedback Information is non-confidential, and you grant Censinet a perpetual, irrevocable, nonexclusive, transferable, sublicensable, worldwide, royalty-free, fully paid-up right and license to use and fully exploit such Feedback Information for any and all lawful purposes. You will not provide any Feedback Information to Censinet for which you are not authorized to grant the foregoing license.
Censinet™ , Censinet Collaborative™ , Censinet Network™ , Censinet Platform™ , and other Censinet service marks, logos and product and service names are trademarks of Censinet (the “Censinet Marks”) and may be registered in the U.S. Patent and Trademark Office. User has no rights to display or use the Censinet Marks in any manner without Censinet’s express prior written permission.
Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CENSINET HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR TITLE, AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CENSINET DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; OR THAT ANY DEFECT OR ERROR WILL BE CORRECTED; OR THAT THE SERVICES WILL BE SECURE AND FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT ANY CONTENT PROVIDED THROUGH THE SERVICES WILL BE CURRENT OR ACCURATE; OR THAT A PARTICULAR PRODUCT, SERVICE OR PROVIDER YOU SEE ON THE SERVICES WILL BE AVAILABLE TO YOU. YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK.
Limitations of Liability
CENSINET’S LIABILITY TO YOU IS LIMITED AS SET FORTH BELOW, EXCEPT AND ONLY THE TO EXTENT THAT ANY SUCH LIMITATIONS ARE PROHIBITED BY APPLICABLE LAW.
- IN NO EVENT SHALL CENSINET OR ANY OF ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ADVISORS AND CONSULTANTS BE LIABLE TO YOU (WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY OR ANY OTHER LEGAL OR EQUITABLE THEORY) FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA OR INFORMATION OF ANY KIND) ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IF APPLICABLE LAW PROHIBITS DISCLAIMER OF DIRECT DAMAGES, CENSINET’S AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU FOR THE SERVICES IN THE THREE (3) MONTHS PRIOR TO THE EVENTS GIVING RISE TO ANY CLAIM, OR, IF NO SUCH PAYMENTS HAVE BEEN MADE BY YOU, FIFTY U.S. DOLLARS ($50).
- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OR DISPUTE WITH CENSINET CONCERNING THE SERVICES IS TO STOP USING THE SERVICES.
You agree to indemnify and hold harmless Censinet and its affiliates and their respective officers, directors, employees, agents, representatives, advisors and consultants, from and against any and all claims, actions, causes of action, suits, liabilities, damages, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and legal costs) arising out of or relating to: (i) your use of, your inability to use, or your reliance upon, the Services or any of its components (including any Censinet Content) or any other products or services of Censinet; (ii) any data and information submitted by you, including, as applicable your Profile Information and your Vendor Information; and/or (iii) your violation of any term or condition of this Use Policy or any applicable law.
Waiver of Right to Pursue Class Action Claims
You agree to only resolve disputes with us on an individual basis, and waive any right to pursue any claims on a class or consolidated basis or in a representative capacity. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
Limitation on Time to Bring an Action
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services brought by you must be filed within one (1) year after such claim or cause of action arose or such claim or cause of action will be forever barred.
Waiver of Jury Trial; Agreement to Arbitrate Claims
By agreeing to this Use Policy, both you and we are waiving the right to a jury trial on any disputes that may arise.
You agree to arbitrate all disputes between you and us. If a dispute arises between you and us relating to the Services or this Use Policy, you and we agree that the dispute shall be resolved by final and binding arbitration administered by the American Arbitration Association under its rules for consumer arbitrations (“AAA Rules”). You and we agree to the following rules relating to any arbitration proceeding:
- YOU AND CENSINET WAIVE ANY RIGHT TO BRING SUCH CLAIMS BEFORE ANY COURT OF LAW. RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.
- The venue for all disputes arising under this Use Policy shall be in Boston, Massachusetts, but you and we may agree to conduct the arbitration by telephone, online and/or solely based on written submissions. You hereby waive any right to claim that such location is an inconvenient forum and covenant not to sue us in any other forum.
- The arbitrator will have the power to grant whatever relief would be available in court under law or in equity (including attorney’s fees) and any award of the arbitrator will be final and binding on each of the parties. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives.
- The arbitrator will apply applicable law and the provisions of this Use Policy and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review.
- Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- You and we agree, to the extent practicable, to direct the arbitrator issue a decision within 120 days from the date the arbitrator is appointed. You and we acknowledge that if the arbitrator does not issue a decision within 120 days, such event will not limit or waive the powers of the arbitrator or this agreement to arbitrate.
- All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award.
- The award of the arbitrator will be in writing and will not include any statement setting forth the reasons for the disposition of any claim.
Either you or we may seek an injunction at any time from any court of competent jurisdiction as necessary to protect the rights or property of you or us pending the completion of arbitration.
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. If, however, you are an individual user and you are able to demonstrate that the costs of arbitration will be prohibitive for you as compared to the costs of litigation, Censinet will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive for you. If the arbitrator determines that the claim(s) you assert in the arbitration are frivolous, you agree to reimburse Censinet for all fees associated with the arbitration that Censinet paid on your behalf which you otherwise would be obligated to pay under the AAA Rules.
You acknowledge and agree that: (i) Censinet may at any time terminate your access to the Services, in whole or in part, if Censinet determines, in its sole judgment, that you have violated this Use Policy or any applicable law; (ii) such termination may be effected without prior notice; and (iii) in the event of such termination, Censinet may immediately deactivate and terminate your account and remove (or block your further access to) all data and information stored in or associated with your account, without any liability to you.
The Services are intended for use in the United States of America only. If you use our Services or contact us from outside of the United States of America, please be advised that (i) any information you provide to us or that we automatically collect will be transferred to the United States of America; and (ii) that by using our Services or submitting information, you explicitly authorize its transfer to and subsequent processing in the United States of America in accordance with this Use Policy.
- Notice. Censinet may provide you with notices, including those regarding changes to this Use Policy, by postings on or through the Services.
- Governing Law. You and Censinet agree that this Use Policy and any claim or dispute between you and Censinet relating to your use of the Services will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws provisions.
- Waiver. A provision of this Use Policy may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Censinet to exercise or enforce any right or provision of this Use Policy will not constitute a waiver of such right or provision.
- Severability. If any provision of this Use Policy shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Use Policy and shall not affect the validity and enforceability of any remaining provisions.
- Independent Contractor. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Censinet as a result of this Use Policy or use of the Services.
- Headings. The heading references herein are for convenience purposes only, do not constitute a part of this Use Policy, and shall not be deemed to limit or affect any of the provisions hereof.
Please feel free to contact Censinet with any comments, questions, complaints or suggestions regarding the Use Policy: email email@example.com