THE FOLLOWING TERMS AND CONDITIONS GOVERN YOUR USE OF THE URAC PRODUCTS PROGRAM GUIDE AND ANY APPLICABLE CROSS-WALK (“GUIDE”). PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE ACCEPTING THE GUIDE AS PART OF YOUR CURRENT URAC PRODUCT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU ARE NOT GRANTED PERMISSION BY URAC TO ACCESS OR OTHERWISE USE THE GUIDE. 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 Guide.

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 Guide and its offerings are extended to You. Your continued use of the Guide 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. You will take reasonable and customary measures to inform Your employees, agents, and contractors of the permitted and prohibited uses of the Guide as set forth in this Agreement.

  1. License Grant

This Agreement provides You with a personal, revocable, nonexclusive, nontransferable license to use the Guide conditioned on Your continued compliance with the Terms and Conditions of this Agreement. You may print and download the Guide solely for your personal accreditation and/or certification needs 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 Guide, You warrant to URAC that You will not use the Guide for any purpose that is unlawful or otherwise prohibited by these Terms and Conditions. When using the Guide, you agree to identify URAC’s ownership of the Guide.  While you may provide the Guide to your employees, agents, and contractors for the furtherance of Your own internal private use and purposes, you will be liable for their use of the Guide, subject to the terms of this Agreement.  You and Your employees, contractors, and agents may only use the Guide in a way that conforms to all applicable laws and regulations.

  1. License

In consideration for the grant of rights made by URAC hereunder regarding the Guide, you agree that the Guide is being used to further your accreditation and/or certification programs accredited/certified by URAC. You agree that you shall not have rights to the Guide until you have paid any related accreditation/certification fees.   All amounts shall be paid in U.S. Dollars.

III. Corrections and Changes

While URAC endeavors to keep the Guide up to date, URAC cannot and does not assume responsibility for any errors or omissions in the Guide. URAC further does not warrant the accuracy or completeness of the information, text, graphics, links, or other items contained within the Guide. URAC may make changes to the Guide 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 Guide, please contact us.

  1. Confidentiality of URAC’s Electronic Access

While URAC has endeavored to create a secure and reliable technology access to the Guide, 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 technology systems and access of the Guide.

  1. Intellectual Property Rights

All material contained in the Guide, 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 Guide 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 Guide. You agree not to challenge URAC’s rights to the Guide.  You will be liable for any breach of this provision by Your employees, agents, and contractors.

  1. Disclaimer of Warranty and Limitation of Liability

Use of the Guide is entirely at Your own risk and is subject to all applicable state, national and international laws and regulations. ALL MATERIALS ON THE GUIDE 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 GUIDE; (B) ANY BREACHES OF SECURITY INVOLVING URAC’S SYSTEMS OR ISSUES ARISING FROM YOUR ACCESS TO THE GUIDE; OR (C) ANY VIRUSES OR OTHER CODE THAT MAY AFFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT OF YOUR ACCESS TO THE GUIDE. 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 GUIDE. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT INCREASE THIS LIMIT.

VII. Third Party Information

Any information that you may access on URAC’s electronic systems in accessing the Guide 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

URAC may provide links, in its sole discretion, to other sites on the World Wide Web for Your convenience in locating information related to Your Accreditation/Certification. 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 sites. Use of third party sites is at Your own risk.

  1. Code of Conduct

You agree not to do the following:

(1) Restrict or inhibit any other user from using and enjoying the Guide through the proper URAC processes for accreditation and certification of their individual programs.

(2) Interfere (or attempt to interfere) with URAC’s processes for accreditation/certification. This includes, without limitation, (a) improperly sharing, copying or distributing the Guide; (b) interfering with, defeating, or circumventing any URAC processes for the sale of its accreditation or certification programs or attempting to do so, or (c) accessing, or attempting to access, any portion of the URAC electronic systems that You are not authorized to access. Unauthorized distribution of the Guide or access (or attempts) to URAC systems may subject You to civil and/or criminal penalties.

(3) Modify, adapt, sublicense, translate, resell, retransmit, reverse engineer, decompile or disassemble the Guide.

  1. Term and Termination

This Agreement will take effect at the time You accept the updated version of the Guide (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 Guide and You agree to stop using the Guide upon written notice from URAC. This shall not limit URAC’s other rights due to Your breach of these Terms and Conditions.

  1. Privacy Policy

Please see URAC’s Privacy Policy located on the URAC website for a summary of URAC’s practices regarding collection and use of non-public personal information. In accepting this updated version of the Guide, You consent to URAC’s collection and use of personal data as outlined therein through any electronic transmissions that were used.

XII. Submissions

URAC welcomes Your feedback and suggestions about how to improve the Guide. Any ideas, suggestions, information, know-how, material, or other content (collectively, “content”) received regarding improvement of the Guide, 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.

XIII. Indemnification

You agree to defend, indemnify, and hold harmless URAC and its Affiliates and all of their employees, agents, directors, officers, proprietors, partners, representatives, 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 Guide, any breach by You, or Your employees, agents, and contractors of this Agreement, or any other matter for which You are responsible hereunder or under law.

XIV. Waiver

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.

  1. 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.

XVII. Severability

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.

XIX. Assignment

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.

  1. Reservation of Rights

These Terms and Conditions, URAC’s Privacy Policy, and the URAC Accreditation Application Agreement which you have signed, is hereby incorporated herein, as if set forth fully in these Terms and Conditions, represent the entire agreement between You and URAC with respect to Your use of and the Guide, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and URAC with respect to the Guide. Any rights not expressly granted herein are reserved.