PLEASE READ THESE TERMS AND CONDITIONS (THE “AGREEMENT”) CAREFULLY BEFORE USING THE SITE. THIS AGREEMENT APPLIES TO THE WEB SITE para-scope.COM (“SITE") AND THE SERVICES PROVIDED THEREIN. BY VISITING OR USING THE SITE, OR ANY OF THE SERVICES OFFERED THEREIN, YOU AGREE THAT YOU HAVE READ THE AGREEMENT AND AGREE TO BE BOUND BY IT. YOU ACKNOWLEDGE THAT THIS AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN YOU AND FORMATION HEALTHCARE GROUP, LLC, d/b/a Quality In-Cite (“QIC”). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THE SITE.
QIC RESERVES THE RIGHT, AT ITS DISCRETION, TO UPDATE OR REVISE THESE TERMS AND CONDITIONS AT ANY TIME. PLEASE CHECK THE TERMS AND CONDITIONS PERIODICALLY FOR REVISIONS AND UPDATES. YOUR CONTINUED USE OF THE SITE AFTER THE POSTING OF CHANGES TO THE TERMS AND CONDITIONS CONSTITUTES ACCEPTANCE OF THOSE CHANGES.
1. General. The Site is owned and operated by QIC. QIC has the right at any time to change or discontinue any aspect or feature of the Site, including, without limitation, the content, hours of availability, and equipment needed for access to or use of the Site. In addition to this Agreement, please also review the QIC Privacy Statement, which applies to the information collected by QIC during your visit to and use of the Site. Most communications between QIC and you will be sent and received electronically. You agree that all agreements, notices, disclosures and other communications exchanged between you and QIC electronically shall satisfy any legal requirements that such communications be in writing.
2. Restrictions on Use. The Site contains copyrighted material, trademarks, and other proprietary information, including, without limitation, text, software, reports, algorithms, photos and graphics (the "Content"). The Content of the Site, as well as the organization, layout, arrangement and design elements of the Site and each individual page of the Site, are the property of QIC and its affiliates and are protected by United States and international copyright, trademark and other applicable intellectual property laws. You may not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way exploit any of the Content, in whole or in part. Except as otherwise expressly permitted under this Agreement or copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express written permission of QIC or the copyright owner. In the event of any permitted copying, redistribution, or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend, or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading or printing the copyrighted material, or by using the Site.
4. Risk Level Assignment and Disclaimer. QIC offers the para-scope® report and resulting subjective Risk Level assignment as an on-demand online summary report. QIC is not responsible for and does not verify or warrant the accuracy or completeness of the information or subjective risk levels and the information may contain errors or omissions. NEITHER QIC, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO ANY ACTUAL OR PROSPECTIVE USER AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION ABOUT A SKILLED NURSING FACILITY LISTED ON THE SITE. QIC may, but has no obligation to, correct any error or omission on the Site.
5. Disclaimer of Warranty; Limitation of Liability. YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. NEITHER QIC, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT, INFORMATION, SERVICE, OR MATERIALS PROVIDED THROUGH THE SITE.
THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES RELATING TO ANY OF THE SKILLED NURSING FACILITIES ABOUT WHICH INFORMATION IS POSTED ON THE SITE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INACCURACY, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE SITE, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR (INCLUDING STRICT LIABILITY), NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT QIC IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
IN NO EVENT WILL QIC, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE SITE OR THE CONTENT INCLUDED THEREIN, BE LIABLE IN CONTRACT, IN TORT (INCLUDING FOR ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR SIMILAR DAMAGES, LOST PROFITS OR REVENUES, LOSS OF USE, OR SIMILAR ECONOMIC LOSS, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL USE OF AND CONTENT ON THE SITE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL QIC'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE OR OBTAINING ANY REPORTS OR OTHER INFORMATION FROM THE SITE.
6. Indemnification. You agree to defend, indemnify, and hold harmless QIC and its affiliates and their respective directors, officers, employees, and agents from and against any and all claims, actions, demands, damages, costs, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of (i) your use of the Site or any information you obtain from the Site or its Content (including, without limitation, any reports), (ii) your breach of these Terms and Conditions or (iii) any actual, prospective or terminated sale or other transaction between you and a third party.
7. Trademarks and Patents. All trademarks and service marks of QIC and its subsidiaries or affiliates displayed on the Site are subject to state, federal, and/or international trademark protection. Unless expressly authorized by QIC, you may not use its trademarks or service marks with any product or service that is not provided by QIC, or in any manner that is likely to cause confusion among customers, or that might disparage or discredit QIC. All other trademarks appearing on the Site are the property of their respective owners, including third party providers of products and services with links to and from the Site.
COMMUNICATIONS AND OTHER CONTENT If you do submit material, and unless we indicate otherwise, you grant QIC and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You represent and warrant that you own or otherwise control all of the rights to the content that you submit; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity.
9. Viruses. QIC also assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site.
10. Export Control. Software and other materials from the Site may also be subject to United States Export Control laws. The United States Export Control laws prohibit the export of certain technical data and software to certain territories. No output from the Site may be downloaded or exported (1) into (or to a national or resident of) any country to which the United States has embargoed goods; or (2) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the US Commerce Department's Table of Deny Orders. QIC does not authorize the downloading or exportation of any software or technical data from the Site to any jurisdiction prohibited by the United States Export Laws.
11. Business Associates. The business associates of QIC identified on the Site, if any, are independent contractors of QIC. The business associates are not joint ventures or partners of QIC. No employee or representative of the business associates is under the control of QIC.
12. Changed Terms. QIC has the right at any time to change or modify this Agreement, or any part thereof, or to impose new conditions, including, without limitation, adding fees and charges for use. Such changes, modifications, additions, or deletions shall be effective immediately upon notice thereof, which may be given by any means including, without limitation, posting on the Site, or by electronic or conventional mail, or by any other means. Any use of the Site by you after such notice shall be deemed to constitute acceptance of such changes, modifications, additions, or deletions.
13. Miscellaneous. This Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the Commonwealth of Georgia, without regard to its conflict of laws rules, including but not limited to, the Uniform Computer Information Transactions Act ("UCITA"). You hereby consent to the personal jurisdiction of any state or Federal court in the Commonwealth of Georgia, acknowledge that venue is proper in the Commonwealth of Georgia, agree that any action related to these Terms and Conditions must be brought in a state or Federal court in the Commonwealth of Georgia and waive any objection that may exist, now or in the future, with respect to any of the foregoing. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.