THE FOLLOWING TERMS AND CONDITIONS GOVERN YOUR USE OF THE URAC PRODUCTS STANDARDS (“STANDARDS”). PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE PURCHASING THE STANDARDS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU ARE NOT GRANTED PERMISSION BY URAC TO ACCESS OR OTHERWISE USE THE STANDARDS. BY CLICKING “ACCEPT” BELOW, YOU ACCEPT AND AGREE TO BE LEGALLY BOUND BY THESE TERMS.
URAC User Agreement
This Agreement contains the terms, covenants, conditions, and provisions (the “Terms and Conditions”) upon which you (the “User,” “You” or “Your”) may access and use the Standards.
Terms and Conditions
By clicking “Accept” below, You indicate that You understand and intend these Terms and Conditions to be the legal equivalent of a signed, written contract and equally binding, and that You accept such Terms and Conditions and agree to be legally bound by them. Please note that URAC reserves the right to change the Terms and Conditions under which the Standards and its offerings are extended to You. Your continued use of the Standards following such modifications will be conclusively deemed acceptance by You of any changes to these Terms and Conditions. While URAC will make reasonable attempts to notify you of changes to the Terms and Conditions, it is your responsibility to review the URAC website for revisions to these Terms and Conditions.
I. License Grant
This Agreement provides You with a personal, revocable, nonexclusive, nontransferable license to use the Standards conditioned on Your continued compliance with the Terms and Conditions of this Agreement. You may print and download the Standards solely for personal and noncommercial use, provided that all copies contain all copyright and other applicable notices contained in such materials and information. As a further condition of use of the Standards, You warrant to URAC that You will not use the Standards for any purpose that is unlawful or otherwise prohibited by these Terms and Conditions. You agree to identify on Your website or where the Standards will be published URAC’s ownership of the Standards along with the following copyright notice:
II. License Fee
In consideration for the grant of rights made by URAC hereunder regarding the Standards, You agree to pay a one-time licensing fee as set forth on the URAC website. You agree that you shall not have rights to the Standards until you have paid this fee. All amounts shall be paid in U.S. Dollars.
III. Corrections and Changes
While URAC endeavors to keep the Standards up to date, URAC cannot and does not assume responsibility for any errors or omissions in the Standards. URAC further does not warrant the accuracy or completeness of the information, text, graphics, links, or other items contained within the Standards. URAC may make changes to the Standards at any time without notice, and makes no commitment to update the information contained herein. If You do become aware of an error in the Standards, please contact us.
IV. Confidentiality of URAC’s Website
While URAC has endeavored to create a secure and reliable website to access the Standards, please be advised that the confidentiality of any communication or material transmitted to/from URAC over the Internet cannot be guaranteed. Accordingly, URAC and its Affiliates are not responsible for the security of any information transmitted via the Internet. You assume the sole and complete risk for using the URAC website and access of the Standards.
V. Intellectual Property Rights
All material contained in the Standards, unless otherwise indicated, is protected by law including, but not limited to, United States copyright and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, URAC does not grant any express or implied right to You. All names, logos, and icons identifying URAC and its services are proprietary marks of URAC. All other product names, company names and other marks are trademarks of their respective owners. Nothing in these Terms and Conditions grants You any right to use any trademark, service mark, logo, and/or trade name of URAC.
The Standards and any intellectual property rights arising therefrom or embodied therein shall be owned exclusively by URAC. You agree to take no action inconsistent with URAC’s ownership, or that would subject URAC to claims by third parties or potential loss of its ownership in the Standards. You agree not to challenge URAC’s rights to the Standards.
VI. Disclaimer of Warranty and Limitation of Liability
Use of the Standards is entirely at Your own risk and is subject to all applicable state, national and international laws and regulations. ALL MATERIALS ON THE STANDARDS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to You.
NEITHER URAC NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES, WHETHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR ACCESS TO, OR USE OF, THE STANDARDS; (B) ANY BREACHES OF SECURITY INVOLVING URAC’S WEBSITE OR ISSUES ARISING FROM YOUR ACCESS TO THE STANDARDS; OR (C) ANY VIRUSES OR OTHER CODE THAT MAY AFFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT OF YOUR ACCESS TO THE STANDARDS. IN NO EVENT WILL URAC’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING UNDER AND DURING THE ENTIRE TERM OF THIS AGREEMENT AND FOR ANY ACTION ARISING FROM OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO URAC UNDER THIS AGREEMENT FOR THE STANDARDS. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT INCREASE THIS LIMIT.
VII. Third Party Information
Any information that you may access on URAC’s website in accessing the Standards is provided “as is” and on an “as available” basis. URAC makes no representation about, nor does URAC guarantee or endorse the reliability of any third-party information. Likewise, URAC does not endorse, oppose, or edit any opinion or analysis expressed by any third-party information provider.
VIII. Third Party Standards
URAC may provide links, in its sole discretion, to other sites on the World Wide Web for Your convenience in locating information related to the Standards. These sites have not necessarily been reviewed by URAC and are maintained by third parties over which URAC exercises no control.
URAC MAKES NO WARRANTY OF ANY KIND IN CONNECTION WITH ANY THIRD PARTY SITE OR ANY INFORMATION, PRODUCTS, SERVICES, OR MATERIALS AVAILABLE ON OR THROUGH ANY THIRD PARTY SITE.
URAC does not endorse, and shall not be liable in connection with, the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these third-party Standards. Use of third party sites is at Your own risk.
IX. Code of Conduct
You agree not to do the following:
(1) Restrict or inhibit any other user from using and enjoying the Standards from the URAC website.
(2) Interfere (or attempt to interfere) with URAC’s website or any party’s access to URAC’s website or the Standards. This includes, without limitation, (a) interfering with, defeating, or circumventing any security function of the website, or attempting to do so, or (b) accessing, or attempting to access, any portion of the website that You are not authorized to access. Unauthorized access (or attempts) may subject You to civil and/or criminal penalties.
(3) Modify, adapt, sublicense, translate, resell, retransmit, reverse engineer, decompile or disassemble the Standards.
X. Term and Termination
This Agreement will take effect at the time You purchase your license to the Standards (thereby indicating acceptance of these Terms and Conditions). This Agreement will be perpetual unless you materially breach these Terms and Conditions. Should you materially breach these Terms and Conditions, URAC may immediately terminate your right to use the Standards and You agree to stop using the Standards upon written notice from URAC. This shall not limit URAC’s other rights due to Your breach of these Terms and Conditions.
URAC welcomes Your feedback and suggestions about how to improve the Standards. Any ideas, suggestions, information, know-how, material, or other content (collectively, “content”) received regarding improvement of the Standards, however, will be deemed to include a royalty-free, perpetual, irrevocable, transferable, worldwide, nonexclusive right and license for URAC to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display, (in whole or part), or act on such content without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content.
You agree to defend, indemnify, and hold harmless URAC and its Affiliates and all of their employees, agents, directors, officers, proprietors, partners, representatives, shareholders, servants, attorneys, predecessors, successors, and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses), relating to or arising from Your use of the Standards, any breach by You of this Agreement, or any other matter for which You are responsible hereunder or under law.
Failure to insist on strict performance of any of the Terms and Conditions of this Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by URAC of any right under these Terms and Conditions will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
XV. Governing Law & Dispute Resolution
Any disputes arising in connection with these Terms and Conditions shall be resolved by binding arbitration in the District of Columbia by a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. The award shall be enforceable in any court having jurisdiction thereof. The validity, construction, and performance of these Terms and Conditions Agreement shall be construed in accordance with the laws of the District of Columbia.
XVI. Costs & Attorneys’ Fees
In the event of Your breach of the provisions of this Agreement, URAC shall be entitled to recover against You all of its reasonable attorneys’ fees and costs, including, but not limited to, expert witness fees or expenses, incurred by URAC in the prosecution of any claim against You arising out of Your breach of this Agreement.
If any part of these Terms and Conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of these Terms and Conditions shall continue in effect.
XVIII. No Agency
No joint venture, partnership, employment, or agency relationship exists between you and URAC as a result of this Agreement or Your utilization of the Standards.
You shall not have the right to assign or transfer your rights under this Agreement, in whole or in part, without the prior written consent of URAC.
XX. Entire Agreement/Reservation of Rights