American Society for Healthcare Engineering Terms and Conditions THIS IS A LEGAL AGREEMENT BETWEEN YOU ("YOU" OR
"USER") AND American Society for Healthcare Engineering, OWNER OF THE DOMAIN (
https://ashe.digitellinc.com/),
("WE", "US", "American Society for Healthcare Engineering" OR "
https://ashe.digitellinc.com/") THAT STATES THE
MATERIAL TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE
"
https://ashe.digitellinc.com/" SITE. THIS AGREEMENT, TOGETHER WITH ALL UPDATES,
SUPPLEMENTS, ADDITIONAL TERMS, SOFTWARE LICENSES, PROMOTIONAL OFFER TERMS AND ALL OF American Society for Healthcare Engineering RULES AND
POLICIES COLLECTIVELY CONSTITUTE THIS "AGREEMENT" BETWEEN YOU AND American Society for Healthcare Engineering BY ACCESSING THE
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AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW, YOU MAY NOT ACCESS OR USE
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TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT. YOU AGREE TO
REVIEW THIS AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OF
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MODIFIED AGREEMENT.
1. Definition of the
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and provider of a service (the "
https://ashe.digitellinc.com/ Service") that permits
users to select proprietary audio lectures consisting of licensed audio content (collectively, the
"
https://ashe.digitellinc.com/ Content") from American Society for Healthcare Engineering. Requirements for Use
of the
https://ashe.digitellinc.com/ Service. The
https://ashe.digitellinc.com/ Service is for individuals over 18 years of age who
can form legally binding contracts under applicable law. If you do not meet the foregoing or other applicable
requirements, you may not use the
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2. Privacy. American Society for Healthcare Engineering Privacy Policy is expressly incorporated herein by reference
and made a part of this Agreement. American Society for Healthcare Engineering privacy policy may be viewed at
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3. Your Information.
You agree to provide current, complete, and accurate information required to complete your registration with the
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course of using the
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Data as required to keep it current, complete, and accurate. You shall not use a false or misleading name or a
name that you are not authorized to use. If any information you provide is false, incomplete, or inaccurate, we
may terminate your rights to any or all of the
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Service. If the information you provide is fraudulent, you may also be subject to criminal and/or civil
liability. You agree that we may store and use Subscriber Data you provide (including credit card information)
for use in maintaining your accounts and billing American Society for Healthcare Engineering fees to your credit card.
4.
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passwords and accounts ("
https://ashe.digitellinc.com/ Account(s)"). You are solely
responsible for maintaining the confidentiality and security of your passwords and
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activities that occur on or through your
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and you agree to notify us immediately about any unauthorized use of
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misuse of passwords and we will have no responsibility whatsoever for your failure to comply with this
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civil liability.
b. Security, Cracking and Hacking. You shall not violate or attempt to violate the
security of the
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(i) access data or materials not intended for you; (ii) log into a server or account which you are not
authorized to access; or (iii) attempt to probe, scan or test the vulnerability of a system or network or to
breach security or authentication measures without proper authorization. Violations of system or network
security may result in civil or criminal liability. It is your responsibility to install anti-virus software and
related protections against viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming
routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer's functionality
or operation which may be transferred to your computer via the
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Service.
5. Grants of Licenses. a.
https://ashe.digitellinc.com/
Content License. When you "checkout" or otherwise "purchase" (referred to herein, collectively as "Purchase")
https://ashe.digitellinc.com/ Content from the
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revocable, non-exclusive, non-transferable license to download or stream such
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for your personal non-commercial use. Except as otherwise expressly provided in this License Agreement, you may
not, in whole or part: (a) copy, distribute, transmit, display, perform, reproduce, publish, modify, rewrite,
create derivative works from, transfer or sell any material contained on the Site; (b) reverse-engineer,
disassemble, decompile, transcribe, store in a retrieval system, translate into any language or computer
language, or retransmit the Site in any form or by any means (electronic, mechanical, photo reproduction,
recordation or otherwise); (c) use, rent, loan, sub-license, lease, distribute or attempt to grant other rights
to the System to third parties; or (d) to permit remote access to the Site by any kind to any third party. This
license to the
https://ashe.digitellinc.com/ Content you Purchase will continue for
as long as your copy of
https://ashe.digitellinc.com/ Content exists pursuant to and
in accordance with the terms and conditions of this Agreement.
b. Site Access License. American Society for Healthcare Engineering
grants you a limited, revocable, non-exclusive, non-transferable license to access and make personal
non-commercial use of the
https://ashe.digitellinc.com/ Site and not to download
(other than page caching) or modify all or any portion of the
https://ashe.digitellinc.com/
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product listings, descriptions, or prices; any derivative use of the
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any use of data mining, robots, or similar data gathering and extraction tools. The
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https://ashe.digitellinc.com/ Site may not be reproduced, duplicated, copied, sold,
resold, visited or otherwise exploited for any commercial purpose without our express written consent. You shall
not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information
(including images, text, page layout or form) of American Society for Healthcare Engineering or
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its content providers or its affiliates without express written consent. You shall not use any Meta tags or any
other "hidden text" utilizing our name or trademarks without our express written consent. Any unauthorized use
automatically terminates the permissions and/or licenses granted by us to you. You are granted a limited,
revocable, non-exclusive, non-transferable right to create a hyperlink to the homepage of the
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content providers, our affiliates, or our products or services in a false, misleading, derogatory or otherwise
offensive manner. You may not use any American Society for Healthcare Engineering, or
https://ashe.digitellinc.com/ logo or other proprietary graphic or trademark as part
of the link without express written permission.
c. No Other License. Except as expressly stated herein, no
rights or licenses are granted hereunder.
6. Right to Change Prices. Prices of all
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are subject to change upon notice from us. Such notice may be provided at any time by posting the changes to the
https://ashe.digitellinc.com/ Site or the
https://ashe.digitellinc.com/ Service.
7. Agreement to
Pay. a. You agree that you will pay timely, and that we may charge your credit card for any
https://ashe.digitellinc.com/ Content or Subscription, for any additional amounts
(including any taxes and late fees, as applicable) as may be accrued by or in connection with your
https://ashe.digitellinc.com/ Account(s) (collectively,
"
https://ashe.digitellinc.com/ Fees"). YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF
ALL
https://ashe.digitellinc.com/ FEES AND FOR PROVIDING American Society for Healthcare Engineering WITH A
VALID CREDIT CARD FOR PAYMENT OF ALL
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during the registration process. If you want to designate a different credit card or there is a change in your
credit card status, you must change your credit card information online at the "My Account" section of the
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1.860.953.2900. (There may be a temporary disruption in the ability to use the
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of the new credit card information.) You agree that American Society for Healthcare Engineering may use all legal means available to collect
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record fail for any reason. American Society for Healthcare Engineering will charge you for any collection agency and legal fees it pays
while collecting
https://ashe.digitellinc.com/ Fees from you.
b. Refund
Policies. Except as stated otherwise, or as otherwise provided by applicable law, all charges are non-refundable
once purchased content has been electronically accessed. This includes but is not limited to an electronic
request to download, stream, or view purchased content.
8. Electronic Signatures and
Contracts. Your use of the
https://ashe.digitellinc.com/ Service
includes the ability to enter into agreements and/or to make Purchases electronically. YOU ACKNOWLEDGE THAT YOUR
ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS AND TO PAY FOR YOUR
PURCHASES AND APPLIES TO ALL ELECTRONIC COMMUNICATIONS AND RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO
ON THIS SITE. YOU CONSENT TO American Society for Healthcare Engineering PROVIDING YOU ANY INFORMATION THAT American Society for Healthcare Engineering IS REQUIRED TO
SEND YOU REGARDING YOUR AGREEMENT, PURCHASES AND OTHER TRANSACTIONS ("REQUIRED INFORMATION") IN ELECTRONIC FORM.
American Society for Healthcare Engineering MAY PROVIDE REQUIRED INFORMATION TO YOU (1) VIA E-MAIL AT THE E-MAIL ADDRESS YOU SPECIFIED IN
YOUR
https://ashe.digitellinc.com/ MEMBERSHIP SUBMISSION, (2) BY ACCESS TO A
American Society for Healthcare Engineering WEBSITE THAT WILL BE DESIGNATED IN AN E-MAIL NOTICE SENT TO YOU AT THE TIME THE INFORMATION IS
AVAILABLE, OR (3) BY ACCESS TO A American Society for Healthcare Engineering WEBSITE THAT WILL BE GENERALLY DESIGNATED IN ADVANCE FOR SUCH
PURPOSE. YOU MAY REQUEST A PAPER COPY OF ANY REQUIRED INFORMATION. YOU MAY REQUEST PAPER COPIES, WITHDRAW YOUR
CONSENT, OR UPDATE YOUR E-MAIL ADDRESS BY FOLLOWING THE INSTRUCTIONS AT
https://ashe.digitellinc.com/. American Society for Healthcare Engineering MUST RECEIVE YOUR PAPER COPY REQUEST
WITHIN 120 DAYS FROM THE DATE THAT American Society for Healthcare Engineering FIRST PROVIDED THE REQUIRED INFORMATION TO YOU. IN ORDER FOR
YOU TO ACCESS AND RETAIN YOUR ELECTRONIC RECORDS, YOU MUST HAVE THE FOLLOWING HARDWARE AND SOFTWARE: A COMPUTER
CAPABLE OF READING TEXT FILES, A MODEM OR OTHER MEANS OF ACCESSING THE INTERNET, AND A BROWSER CAPABLE OF
ACCESSING AND DISPLAYING WEB PAGES. NOTWITHSTANDING YOUR CONSENT AS SET FORTH IN THIS SECTION, YOU MAY AT ANY
TIME OBTAIN A PAPER COPY OF AN ELECTRONIC RECORD BY SENDING AN E-MAIL TO US AND PAYING A NOMINAL FEE PER COPY.
YOUR CONSENT TO ELECTRONIC AGREEMENTS SET FORTH ABOVE IS NECESSARY FOR USE OF THE
https://ashe.digitellinc.com/ SERVICE. YOU MAY WITHDRAW CONSENT BY SENDING
American Society for Healthcare Engineering AN E-MAIL CONTAINING INFORMATION UNIQUE TO YOU INCLUDING YOUR ACCOUNT INFORMATION; HOWEVER, THIS
WILL RESULT IN A TERMINATION OF THIS AGREEMENT AND OF YOUR ABILITY TO USE THE
https://ashe.digitellinc.com/ SERVICE.
9. Availability of
https://ashe.digitellinc.com/ Content. We will exercise reasonable
efforts to provide the
https://ashe.digitellinc.com/ Content in a timely manner. On
occasion, technical or supplier problems may delay or prevent delivery. You acknowledge and agree that
availability of
https://ashe.digitellinc.com/ Content that is not yet created at the
time of acceptance of this Agreement (such as time-dated programming) is subject to the creation of such
programs by the supplier. Your exclusive and sole remedy with respect to
https://ashe.digitellinc.com/ Content that is not delivered within a reasonable
period will be replacement of such
https://ashe.digitellinc.com/ Content with
comparable programs or a pro rata extension of the applicable subscription period.
10.
Intellectual Property. a. Removal of
https://ashe.digitellinc.com/
Content or other Materials. Notwithstanding any other provision of this Agreement, we reserve the right to
remove or disable access to any
https://ashe.digitellinc.com/ Content or other
materials comprising a part of the
https://ashe.digitellinc.com/ Service that
violate or otherwise allegedly infringe on the copyright or other intellectual property or proprietary rights of
any person, company or other entity. We will in no event be liable for the good faith removal of or disabling of
access to any such
https://ashe.digitellinc.com/ Content or materials under this
Agreement.
b. Copyrights. All copyrights in and to the
https://ashe.digitellinc.com/
Service materials including but not limited to the
https://ashe.digitellinc.com/
Site (including the compilation of content, postings, links to other Internet resources and descriptions of
those resources),
https://ashe.digitellinc.com/ Content, Subscriptions,
American Society for Healthcare Engineering Software, or any parts of or content within the
https://ashe.digitellinc.com/
Site,
https://ashe.digitellinc.com/ Content, Subscriptions and American Society for Healthcare Engineering
Software, are owned by American Society for Healthcare Engineering and/or its suppliers and/or licensors. THE USE OF ANY SOFTWARE OTHER THAN
WEB BROWSERS AND American Society for Healthcare Engineering SOFTWARE ON OR IN CONNECTION WITH THE
https://ashe.digitellinc.com/ SERVICE, SUCH AS PRODUCTS THAT DOWNLOAD THE
https://ashe.digitellinc.com/ SITE OR ANY OF THE PAGES OF THE
https://ashe.digitellinc.com/ SITE, IS STRICTLY PROHIBITED AND INFRINGES ON THE
COPYRIGHTS IN AND TO THE
https://ashe.digitellinc.com/ SERVICE MATERIALS.
REPRODUCTION OR USE OF THE
https://ashe.digitellinc.com/ SERVICE MATERIALS IN A
MANNER OTHER THAN AS SPECIFIED IN THIS AGREEMENT MAY SUBJECT YOU AND OTHERS TO CIVIL AND CRIMINAL PENALTIES,
INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
c. Trademarks. American Society for Healthcare Engineering,
https://ashe.digitellinc.com/, and other American Society for Healthcare Engineering trademarks,service marks,
graphics and logos used in connection with the
https://ashe.digitellinc.com/ Service
are trademarks or registered trademarks of American Society for Healthcare Engineering in the U.S. and/or other countries. Other trademarks,
service marks, graphics and logos used in connection with the
https://ashe.digitellinc.com/
Service are the trademarks of their respective owners. You are granted no right or license with respect to any
of the afore described trademarks and any use of such trademarks, including but not limited to use in connection
with any product or service that is not that of the respective trademark owner in any manner that is likely to
cause confusion among customers or that disparages or discredits the respective trademark owner, is strictly
prohibited.
11. Termination. a. Termination By American Society for Healthcare Engineering. If you fail, or we
suspect that you have failed, to comply with any of the provisions of this Agreement, including but not limited
to failure to make payment of
https://ashe.digitellinc.com/ Fees due, failure to
provide American Society for Healthcare Engineering with a valid credit card or with accurate and complete Registration Data, failure to
safeguard your
https://ashe.digitellinc.com/ Account information and password, or
violation of the
https://ashe.digitellinc.com/ Content License or the
https://ashe.digitellinc.com/ Site Access License or any license to American Society for Healthcare Engineering
Software, American Society for Healthcare Engineering, at its sole discretion, may: (A) terminate this Agreement and/or your
https://ashe.digitellinc.com/ Account and you will remain liable for all amounts due
under your
https://ashe.digitellinc.com/ Account up to and including the date of
termination; and/or (B) terminate the
https://ashe.digitellinc.com/ Content License,
the
https://ashe.digitellinc.com/ Site Access License and/or licenses to
American Society for Healthcare Engineering Software; and/or (C) preclude access to the
https://ashe.digitellinc.com/
Service (or any part thereof). We will notify you if we take any of the foregoing actions.
b. Termination
of the Service. We reserve the right to modify, suspend or discontinue the
https://ashe.digitellinc.com/ Service (or any part thereof) or any
https://ashe.digitellinc.com/ Content (or any part thereof) at any time with or
without notice to you, and we will not be liable to you or to any third party should we exercise such rights. In
the event that we exercise such right, you may be entitled to a refund, in our sole discretion, depending upon
your
https://ashe.digitellinc.com/ Plan and the other Purchases you have made from
the
https://ashe.digitellinc.com/ Service.
12. General Compliance
with Laws; Export Restrictions. The
https://ashe.digitellinc.com/
Service is controlled and operated by us from our offices within the United States. You agree to comply with all
local, state, federal, national and international laws, statutes, ordinances and regulations that apply to your
use of the
https://ashe.digitellinc.com/ Service, including as they relate to export
or re-export into (or to a national or resident of) any country to which the United States embargoes goods or to
anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce
Department's Table of Denial Orders.
13. No Responsibility for Third Party Materials or Web
sites. Certain content,
https://ashe.digitellinc.com/ Content,
products and services available via the
https://ashe.digitellinc.com/ Service may
include materials from third parties. In addition, we may provide links to certain third party Web sites. With
respect to such material, we are a distributor, not a publisher. You acknowledge and agree that we have little
or no control over, and are not responsible for examining or evaluating the content or accuracy of any such
third party material or Web sites. American Society for Healthcare Engineering does not warrant or endorse and does not assume and will not
have any liability or responsibility for any third party materials or Web sites, or for any other materials,
products or services of third parties. Links to other Web sites are provided solely as a convenience to you.
14. Limited Express Warranty. Except as expressly provided herein, the
https://ashe.digitellinc.com/ Service is provided "AS IS" and "AS AVAILABLE".
American Society for Healthcare Engineering MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE
https://ashe.digitellinc.com/ SERVICE AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The
https://ashe.digitellinc.com/ Service is only warranted as stated below:
American Society for Healthcare Engineering warrants that the media in which the
https://ashe.digitellinc.com/
Content is provided (e.g., the CD-ROM or the file transmitted to you) will be free from material defects on
delivery. If you find a defect in
https://ashe.digitellinc.com/ Content that you
have received in a tangible medium from American Society for Healthcare Engineering or that you have downloaded or attempted to download
from the
https://ashe.digitellinc.com/ Site, your sole remedy (provided you meet the
registration, technical and payment requirements for use of the
https://ashe.digitellinc.com/
Service) is to call American Society for Healthcare Engineering Customer Service at 1.860.953.2900 and American Society for Healthcare Engineering will consult with
you on proper downloading procedures and hardware requirements. If, thereafter, you are still unable to download
a working copy of
https://ashe.digitellinc.com/ Content, you may attempt at a later
time to download a new copy of the
https://ashe.digitellinc.com/ Content.
American Society for Healthcare Engineering warrants that the
https://ashe.digitellinc.com/ Content that you
license directly through the
https://ashe.digitellinc.com/ Service will be of a
quality suitable for human listening and will consist of the
https://ashe.digitellinc.com/
Content that was offered via the
https://ashe.digitellinc.com/ Service, if obtained
pursuant to American Society for Healthcare Engineering instructions using equipment that is in good operating condition and meets the
specifications for the
https://ashe.digitellinc.com/ Service as provided by
American Society for Healthcare Engineering. In the event the
https://ashe.digitellinc.com/ Content is
incomplete or not as warranted above, American Society for Healthcare Engineering will provide you with replacement
https://ashe.digitellinc.com/ Content or a credit on your
https://ashe.digitellinc.com/ Account for the defective material, as determined by
American Society for Healthcare Engineering in its sole discretion, if you advise American Society for Healthcare Engineering of the defect within seven (7) days of
first downloading the material by calling 1.860.953.2900 or completing the customer service request form
available at the
https://ashe.digitellinc.com/ Site. You will be asked to document
the defect. A credit can be applied to the Purchase of the same or other
https://ashe.digitellinc.com/ Content. There is no warranty, express or implied, on
the content, quality, or technical compatibility of audio materials and information services downloaded through
the
https://ashe.digitellinc.com/ Service but not under the control of
American Society for Healthcare Engineering. The foregoing warranties do not cover defects caused by viruses, disabling codes, accident,
mishandling, misuse, improper installation, service or maintenance, modification of the American Society for Healthcare Engineering Software
or
https://ashe.digitellinc.com/ Content or the media on which the American Society for Healthcare Engineering
Software and
https://ashe.digitellinc.com/ Content are furnished, or the user's lack
of the necessary hardware/software. You recognize that the
https://ashe.digitellinc.com/ Site is to be used as only a reference aid. The Site
is not a substitute for the exercise of professional judgment. NO American Society for Healthcare Engineering EMPLOYEE, AGENT, DEALER,
DISTRIBUTOR, OR RESELLER IS AUTHORIZED TO MAKE ANY MODIFICATION OR ADDITION TO THE WARRANTIES STATED IN THIS
PARAGRAPH. THE EXPRESS WARRANTIES STATED ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED OR
STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT.
15. Limitation on Liability. IN NO
EVENT SHALL American Society for Healthcare Engineering HAVE ANY LIABILITY WHATSOEVER FOR ANY LOST PROFITS, RECORDS OR DATA, INTERRUPTION OF
SERVICE, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES INCLUDING WITHOUT LIMITATION, DAMAGES THAT MAY HAVE BEEN
CAUSED BY A VIRUS OR OTHER DATA CORRUPTION PROBLEM RESULTING FROM ACCESS TO, DOWNLOADING FROM OR USE OF THE
https://ashe.digitellinc.com/ SERVICE. IN NO EVENT SHALL American Society for Healthcare Engineering HAVE ANY
LIABILITY WHATSOEVER ARISING OUT OF ANY MISUSE OF PASSWORDS OR
https://ashe.digitellinc.com/
ACCOUNTS, OR ARISING OUT OF ITS GOOD FAITH REMOVAL OR DISABLING OF ANY
https://ashe.digitellinc.com/ CONTENT. SUBJECT TO THE AVAILABILITY OF THE
https://ashe.digitellinc.com/ CONTENT AND American Society for Healthcare Engineering'S LIMITED EXPRESS WARRANTY
HEREIN, American Society for Healthcare Engineering IS NOT RESPONSIBLE FOR ANY CLAIMS INVOLVING THE TIMELINESS, ACCURACY, COMPLETENESS, OR
RELIABILITY OF THE
https://ashe.digitellinc.com/ CONTENT YOU DOWNLOAD OR OTHERWISE
ACCESS FROM OR THROUGH THE
https://ashe.digitellinc.com/ SERVICE.WITH RESPECT TO ANY
CAUSE OF ACTION BROUGHT UNDER ANY THEORY, INCLUDING BUT NOT LIMITED TO TORT AND CONTRACT, IN NO EVENT SHALL
American Society for Healthcare Engineering OR ANY OF ITS SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING IN CONNECTION WITH OR RELATED TO USE OR
INABILITY TO USE
https://ashe.digitellinc.com/ ACCOUNT(S), American Society for Healthcare Engineering, INC.
SOFTWARE,
https://ashe.digitellinc.com/ CONTENT OR THE
https://ashe.digitellinc.com/ SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.IN NO EVENT SHALL American Society for Healthcare Engineering BE LIABLE FOR ANY DIRECT DAMAGES ARISING IN CONNECTION WITH THE
https://ashe.digitellinc.com/ SERVICE (OR ANY PART THEREOF) IN EXCESS OF THE GREATER
OF: (A) THE PRICE PAID BY YOU FOR THE PARTICULAR SOFTWARE OR CONTENT GIVING RISE TO THE DAMAGE, OR (B) TWO
HUNDRED FIFTY DOLLARS (US$250). Some states do not allow the exclusion of implied warranties or incidental or
consequential damages, so the above exclusion thereof may not apply to you. This Agreement gives you specific
legal rights, and you may also have other rights that vary from state to state.
16.
Indemnity. You agree to indemnify and hold harmless American Society for Healthcare Engineering, its affiliates,
subsidiaries, shareholders, officers and directors, agents, employees, and partners from any third party claim
or demand, including reasonable attorneys' fees for damages and/or costs due to or arising out of your breach of
this Agreement and/or your use of the
https://ashe.digitellinc.com/ Service,
American Society for Healthcare Engineering Software, Devices and/or the
https://ashe.digitellinc.com/ Content.
17. Governing Law. This Agreement will be exclusively governed by the laws of the
State of New York without regard to its principles on the conflicts of laws.
18.
Arbitration. Any controversy or claim arising out of or relating to this Agreement or its breach,
with the exception of injunctive relief sought by American Society for Healthcare Engineering for any violation of American Society for Healthcare Engineering
intellectual property or other proprietary rights or of the licenses granted pursuant to this Agreement, will be
settled by arbitration in accordance with the then-current Commercial Arbitration Rules of the American
Arbitration Association, if you are domiciled outside the United States, then the dispute will be resolved by
arbitration under the then-current International Arbitration Rules of the American Arbitration Association. The
location of the arbitration shall be TAMPA, FL 33602, USA.
19. Changes. We reserve the
right, at any time and from time to time, to update, revise, supplement and to otherwise modify this Agreement
and to impose new or additional rules, policies, terms or conditions on your use of the
https://ashe.digitellinc.com/ Service. Such updates, revisions, supplements,
modifications and additional rules, policies, terms and conditions (collectively referred to in this Agreement
as "Additional Terms") will be effective immediately and incorporated into this Agreement upon notice thereof,
which may be given by any reasonable means including by posting to the
https://ashe.digitellinc.com/ Site. Your continued use of the
https://ashe.digitellinc.com/ Site following such notice will be deemed to
conclusively indicate your acceptance of any and all such Additional Terms. All Additional Terms are hereby
incorporated into this Agreement by this reference.
20. Miscellaneous. This
Agreement constitutes the entire agreement between you and American Society for Healthcare Engineering and supersedes any prior agreements
between you and American Society for Healthcare Engineering written or oral, with respect to the subject matter herein. Any additional or
different terms in any order or written communications from you are void. In the event of a direct conflict
between the terms of this Agreement and: (A) other terms and conditions that may be applicable to the
https://ashe.digitellinc.com/ Service generally, the terms of this Agreement will
control with respect to the subject matter of this Agreement; and (B) the Privacy Policy, Additional Terms,
Software Licenses or Digital Millennium Copyright Notice, the terms and conditions of such statement, document,
license or policy will control with respect to the subject matter thereof. In the event of a direct conflict
between the terms of this Agreement, including but not limited to the statements, documents and policies
incorporated by reference into this Agreement, and the terms and conditions of a particular marketing promotion
or offer, the terms of such particular marketing promotion or offer shall control with respect to the such
marketing promotion or offer. The failure of American Society for Healthcare Engineering to exercise or enforce any right or provision of
this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is
found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and
effect. American Society for Healthcare Engineering will not be responsible for failures to fulfill any obligations due to causes beyond its
control. Headings are for convenience only and will not be used to alter the meaning of any provision. You shall
not bring a legal action under this Agreement more than two (2) years after the cause of action arose. All
notices and demands required to be given to American Society for Healthcare Engineering hereunder shall be in writing and shall be served by
personal service, nationally recognized overnight courier service or by certified mail, and shall be effective
on the date received as evidenced by proof of receipt, if delivered to Conexiant, 400 N ASHLEY DR, STE 2600,
TAMPA, FL 33602, USA, Att: Associate General Counsel.