Last updated December 14, 2018
Welcome to the Symphony Provider Directory (“Symphony”) website, owned and operated by the Integrated Healthcare Association (“IHA”, “we,” “us,” or “our”). These terms of service (“Agreement’) apply to this website, located at https://symphony.iha.org/ (“Site”), however accessed or used, including via mobile application, and any other services (“Services”).
BY USING THE SITE AND SERVICES, YOU ARE ACCEPTING THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE SITE OR SERVICES AND EXIT IMMEDIATELY. WE RESERVE THE RIGHT TO MODIFY OR AMEND THIS AGREEMENT FROM TIME TO TIME, AT WHICH TIME WE WILL PROVIDE NOTICE TO YOU ON THE SITE OR OTHER MECHANISM. YOUR CONTINUED USE OF THE SITE OR SERVICES FOLLOWING THE POSTING OF CHANGES TO THIS AGREEMENT WILL MEAN YOU ACCEPT THOSE CHANGES.
1. License Grant.
1.1. Subject to the terms of this Agreement, we grant you a non-exclusive, non-assignable, non-transferable, limited, revocable license to access and use the Site and Services for your own personal or internal business use during the term of this Agreement. This Agreement will also govern any software upgrades provided by IHA, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern. Except for the rights expressly granted herein, we and our licensors maintain and reserve all rights in the Services and Site.
1.2. You grant us a non-exclusive, transferable, sublicenseable, worldwide, royalty-free, license to use data, content, and information you provide through the Site and Services to the extent permitted by applicable law and so long as such uses do not competitively disadvantage you or compromise the privacy or security of your confidential information.
You will not: (a) copy, reproduce, modify, translate, create derivative works of, disclose or publicly display the Site or Services; (b) decompile, disassemble, reverse engineer or otherwise attempt to determine the functionality of the Services; (c) directly or indirectly license, distribute, resell, rent, lease, subcontract, operate as a service bureau or otherwise make the Services available to any third party; (d) use the Site or Services to develop a product or service that is the same or substantially similar to the Services; (e) use the Site or Services for a purpose other than that set forth in this Agreement or in a manner that violates any applicable law, rule or regulation; (f) remove, conceal or alter any personally identifiable information, identification, copyright or proprietary rights notices or labels from or on the Site or Services; (g) access or permit any third party to access (or attempt or permit any third party to attempt to access) any content or information (including, personally identifiable information) other than as authorized under this Agreement; (i) attempt to disrupt the operation of the Site or Services or use them in any manner that could damage our Site, Services, or networks; (j) post or transmit any information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening, or hateful to any person, or that infringes or violates any intellectual property right or privacy or publicity right of another party; or (k) use the Services outside of the United States.
All trademarks, service marks, trade names, and other source identifiers of PDU and/or IHA used on the Site and Services (collectively “Marks”) are trademarks or registered trademarks of IHA or its affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify IHA trademarks in any way, without IHA’s prior written consent. You will not use the Marks in any manner that could, in IHA’s judgment, imply IHA’s endorsement in any (a) written or oral advertising or presentation, or (b) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.
You understand that you need to create an account to access the Services. You will: (a) provide true, accurate, current, and complete information about yourself and your business as prompted by the Services (“Registration Data”), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
You are entirely responsible for the security and confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You will not share your account information or your user name and password with any third party or permit any third party to logon to the Services using your account information. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware.
We may terminate or suspend your account if we have reasonable grounds to suspect that you have violated this Section 2 without notice.
We have the right to provide user account, content, or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). Please note that anyone able to provide your personally identifiable information will be able to access your account so you should take reasonable steps to protect this information.
4. Linking to the Site.
Running or displaying the Services or any information or material displayed on the Site in frames or through similar means on another website without our prior written permission is prohibited. Any links to the Services and Site must comply will all applicable laws, rules, and regulations.
5. Third Party Links.
The Site and Services may contain links to websites that are not owned, operated, or controlled by us or our affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave the Site. Neither we nor any of our respective affiliates are responsible for any content, materials or other information located on or accessible from any other website. Neither we nor any of our respective affiliates endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials, or other information located or accessible from any other websites, or the results that you may obtain from using any other websites. If you decide to access any other websites linked to or from the Site and Services, you do so entirely at your own risk.
6. Account and Qualifications.
To be able to access and use the Services you need to register for an account. Once you register for an account, you represent and warrant that (a) you have all rights and authority necessary to enter into this Agreement and to provide access to any data or other information you provide hereunder, including (i) meeting any applicable license requirements, and (ii) the authority to bind the entity that you enter into this Agreement on behalf of; and (b) you are located in, and are in compliance with all applicable laws and regulations in the state/jurisdiction you selected by during the registration process. You will immediately notify IHA if you become aware of any development rending untrue or misleading representations, warranties, and/or covenants under this Agreement.
We may terminate this Agreement immediately and without notice in the event that you fail to meet any applicable qualifications hereunder. In addition, we may terminate this Agreement and your access to the Services for any reason and at any time upon thirty (30) days’ advance notice to you. In the event of termination for any reason, all provisions of this Agreement except Sections 1.2, 6, 8, 9, 10, 11, 15, 17, 18, and 19 will survive termination and continue in effect. Upon termination for any reason, you must cease to access to any online access to the Services, except to the extent specifically permitted under Section 15 (Storage of Users’ Data Following Termination).
8. Confidential Information. Protection and Exclusions.
Confidential Information means all non-public information disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”), that is designated as confidential or that reasonably should be considered as confidential given the nature of the information or the circumstances surrounding its disclosure (“Confidential Information”). The Receiving Party will take all measures such party takes to protect its own Confidential Information (but in no event less than reasonable measures) to avoid disclosure, dissemination or unauthorized use of Confidential Information. The Receiving Party may disclose Confidential Information as required to comply with orders of governmental entities that have jurisdiction over it or as required by law.
9. Disclaimer of Warranty.
THE SERVICES AND SITE ARE PROVIDED “AS IS” WITH ALL FAULTS. TO THE EXTENT PERMITTED BY LAW, IHA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES THAT THE SERVICES ARE FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE AND NON-INFRINGING. YOU BEAR THE ENTIRE RISK AS TO SELECTING THE SERVICES AND SITE FOR YOUR PURPOSES AND AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES. Without limiting the generality of the foregoing or the limitation of liability set forth in Section 10 (Limitation of Liability), you acknowledge and agree that (a) you are using the Site and Services at your own discretion and risk; (b) you are responsible for any and all decisions and conclusions made based on the data and output that results from use of the Site and Services; and (c) you are solely responsible for obtaining all necessary consents and providing all notices required to be delivered to individuals’ whose data you provide under this Agreement. This limitation will apply notwithstanding the failure of essential purpose of any remedy.
10. Limitation of Liability.
EXCEPT AS REQUIRED BY LAW, IHA WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SITE AND SERVICES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, AND COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED. ALTHOUGH EVERY REASONABLE EFFORT WILL BE MADE TO ENSURE THE CONSISTENT ONLINE AVAILABILITY OF THE SERVICES, YOU BEAR THE ENTIRE RISK FOR ANY LOSSES INCURRED BY THE UNAVAILABILITY OF THE SITE AND SERVICES FOR ANY REASON. IHA’s COLLECTIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED $100.
You shall defend, indemnify, and hold harmless IHA and its officers, directors, managers, equity holders, employees, agents, contractors, suppliers, and licensors against all costs, expenses, losses, and damages (including reasonable attorneys’ fees and costs) incurred or awarded as a result of or in connection with claims of third parties against IHA, based on or arising directly or indirectly out of your (including your employees and agents) (a) use of the Services, (b) breach of this Agreement, (c) violation of any applicable laws or regulations; (d) any negligence, willful misconduct, or fraud; or (e) defamation, libel, violation of privacy rights, unfair competition, or infringement of any third party’s intellectual property rights or allegations thereof to the extent caused by you.
12. Export Controls.
This Agreement is subject to all applicable export restrictions and you must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Services and their use.
13. U.S. Government End-Users.
The Services are a “commercial item,” as that term is defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202. Consistent with 48 C.F.R. 12.212, 48 C.F.R. 27.405(b)(2) and 48 C.F.R. 227.7202, all U.S. government end users acquire the Services with only those rights as set forth herein.
14. Security of Protected Health Information.
The Services do not include the collection of individually identifiable health information. We do not collect, and you may not provide, any “protected health information” as defined by the federal Health Insurance Portability and Accountability Act of 1996 and its later extensions and modifications, including the Health Information Technology for Economic and Clinical Health Act, or any “medical information” as defined by the California Confidentiality of Medical Information Act.
15. Storage of Users’ Data Following Termination.
Upon termination of this Agreement, we will restrict your ability to access or modify stored data. Your data residing in our systems will be stored as set forth in our internal document management and retention policies, procedures and practices. Due to disaster recovery and business continuity requirements, your data may also be kept in system backups for a limited period following termination of this Agreement. All protections and guarantees of data security and privacy stated in this Agreement or applicable law will remain in effect for such data.
16. Electronic Contracting and Notices.
You acknowledge that you are able to electronically receive, download, and print this Agreement. You further agree that IHA may send to you in electronic form any notices, disclosures, reports, documents, communications or other records regarding the Services (collectively, “Notices”). IHA may send you electronic Notices: (a) to the e-mail address that you provided during your registration process, or (b) by posting the Notice through the Services or on the Site. The delivery of any IHA Notice is effective when sent or posted by IHA, regardless of whether you read the Notice. You may withdraw consent to receive further Notices electronically by contacting email@example.com; upon withdrawal of such consent, your access to the Services will be terminated.
Neither party may assign or transfer this Agreement to a third party, except that we may assign this Agreement as part of a merger, or sale of all or substantially all of the business or assets, of a party.
The parties are independent contractors with respect to each other. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Any claim relating to, and the use of, the Site, the Services, and the materials contained herein is governed by the laws of the State of California, excluding its conflict of law provisions. You consent to the exclusive jurisdiction of the courts of the State of California for the resolution of any dispute based upon or relating to this Agreement. A printed version of this Agreement will be admissible in judicial and administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.
19. Copyright Notice.
All Site and Services design, graphics, text selections, arrangements, and all software are Copyright © 2018, Integrated Healthcare Association or its licensors. ALL RIGHTS RESERVED.
© 2018 IHA. All rights reserved.