Terms and Conditions

SCALE Community Terms of Service

By using the service made available by SCALE Healthcare hereunder (the “Service”) you agree to be bound by all of the terms in these Terms of Service (the “Agreement”). If you do not fully agree with this Agreement, do not use the Service. Your failure to follow this Agreement may result in termination of your access to the Service, without notice and in addition to any other remedies available to SCALE Healthcare.

SCALE Healthcare may change the terms in this Agreement at any time. When material portions of the terms are changed, SCALE Healthcare will notify you by posting a notice on the Service, and the changes will appear in this document. By using the Service after any change in the Agreement is posted, you agree to be bound by all of the changes as well.

TYPES OF USERS

The Services are available for use by individuals as well as for companies (“Corporate Member”) through a corporate or enterprise membership.  Each individual who accesses and uses the Services, whether for themselves or on behalf of a Corporate Member, represents that they are duly authorized to access and use the Services and (for Corporate Members) acknowledges that this Agreement shall apply to both you and the company on whose behalf you are accessing the Services.

Corporate Members acknowledge and agree that they will be solely responsible for its own staff, employees, users, or similar including, but not limited to: (a) all activity occurring under each User ID (as defined below) created on behalf of the Corporate Member; (b) the security and confidentiality of each user’s personal information; and (c) all costs, fees, liabilities or damages incurred through a User ID. Each Corporate Member agrees to implement and maintain terms and conditions that require its users to abide by this Agreement.

Access to part of the Service may be restricted to users who have registered and paid for certain content (“Restricted Content”). Each user will be assigned a unique user identification name and password for access to and use of the Service (“User ID”).  For Corporate Members, each of your permitted users will need to be assigned a unique User ID and you will need to provide SCALE Healthcare necessary information (ie. names and email addresses) to establish a User ID for each such user.  SCALE Healthcare will not issue a User ID until it has received all required information.  When you use your User ID and password to access our Restricted Content, you warrant that you are the authorized user and that you provided accurate information about yourself and your company when you signed up for the Restricted Content.  If you have been issued a User ID and password in order to access our Restricted Content, you may not share your User ID and password with others. You are solely responsible for ensuring the security and confidentiality of your User ID.  You acknowledge that you are and will be fully responsible for all liabilities incurred through use of your User ID and that any transactions under your User ID will be deemed to have been performed by you.  Use of your User ID other than by you and as provided in this Agreement shall be considered a breach of this Agreement.

PAYMENTS; RENEWAL

Your subscription will automatically renew (and you will be charged for a renewal subscription) at the end of the then current subscription period, unless you cancel your subscription before the end of the then-current subscription period. Contact our Customer Support team for instructions on how to cancel. The cancellation will take effect the day after the last day of the current subscription period. SCALE Healthcare does not provide refunds or credits for any partial subscription periods.

SCALE Healthcare may from time to time make changes to paid subscriptions, including recurring subscription fees, the pre-paid period (for periods not yet paid), or codes, and will communicate any price changes to you in advance. Price changes will take effect at the start of the next subscription period following the date of the price change and, by continuing to use the Service after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you can reject the change by unsubscribing from the applicable Paid Subscription prior to the price change going into effect.  All fees are exclusive of applicable taxes.

TRIAL PERIODS

From time to time, SCALE Healthcare or others on our behalf may offer trials of paid subscriptions for a specified period without payment or at a reduced rate through the use of a code (a “Trial“). Each Trial provides access to the Service:

1. at the price advertised (if any); and
2. for an initial introductory period as quoted (or if not quoted, then for 30 days), beginning the moment that you confirm your acceptance of the Trial by submitting valid payment details that are accepted by SCALE Healthcare (the “Promotional Period”).

By submitting your payment details, you (i) confirm your acceptance of the Trial advertised; and (ii) accept and agree to this Agreement.

Unless you cancel a Trial before the end of the Promotional Period, you will automatically become a recurring subscriber to the Service and the payment method you provided will automatically be charged the then-current monthly price.

TRADEMARKS; COPYRIGHT AND LIMITATIONS ON USE

The SCALE Healthcare trademarks, logos and service marks displayed on the site are the registered and unregistered trademarks, and the information available through the Service is the property, of SCALE Healthcare, its licensors and content providers and is protected by copyright and other intellectual property laws. Nothing on the site shall be construed as granting, by implication or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owners’ prior written permission, except as otherwise described herein. SCALE Healthcare reserves all rights not expressly granted in and to the site and its content. You may access, copy, download, and print the material contained on the site for your personal and non-commercial use, provided that you comply with the terms of this Agreement and you do not delete any copyright, trademark, or other proprietary notice that appears on the materials. Except as expressly authorized by SCALE Healthcare, you may not in any manner modify, copy, reproduce, republish, upload, post, transmit, distribute, sell, license, rent, publicly display or perform, edit, reverse engineer, disassemble, decompile, adapt or create a derivative work of any material, information, software, products or services obtained from the Service (or the Service itself).

Except as expressly permitted herein or without the prior written consent of SCALE Healthcare, you agree not to:

• Use any hardware or software intended to interrupt, damage, destroy, or interfere with the proper functionality or integrity of the Service or to surreptitiously intercept any data, system, or personal information from the Service;
• Interrupt or attempt to interrupt the operation of the Service in any way.
• Store, post, create a database from or otherwise archive the articles, data, information, images, works or other materials from the Service (the “Content”) on a personal computer, local or wide area networks, online services, electronic bulletin boards or forums, Internet sites or any other server that is Internet-enabled;
• Reproduce, retransmit, distribute, sell, publicly display, publish, post to newsgroups or electronic bulletin boards, or broadcast the Content received through the Service to anyone, including to others in the same company or organization;
• Use any Content in competition with the Service (whether or not such use would constitute a fair use under 17 U.S.C. § 107 or is substantially similar to the Content), including without limitation by using such Content as a principal source of a work distributed or displayed in connection with a commercial print- or web-based information source;
• Create abstracts from, scrape or display headlines from the Service for use on another web site or service; or
• Frame, or use other means of redirecting, the Service Content.

You may, on an occasional basis, include insubstantial portions of information from the Service in memoranda, reports and presentations, but only if such memoranda, reports and presentations are for non-competitive purpose, to a limited number of individuals. You must include in all such memoranda, reports and presentations the phrase “Reprinted with permission from SCALE Healthcare, Copyright [year of article]”. You may also occasionally utilize the “share” and/or “email to a friend” (or similar) features on an article-by-article basis if such features are provided in the Service.

Additionally, you agree to pay and authorize SCALE Healthcare to assess you licensing fees at SCALE Healthcare’s standard reprint pricing for your use of the Content in violation of the Copyright and Limitations of Use restrictions above.

SCALE Healthcare reserves the right, in its sole discretion, to limit, refuse or cancel your access to the Service or prohibit you from using the Service at any time without notice. Termination of your access or use of the Service will not waive or affect any other right or relief to which SCALE Healthcare may be entitled at law or in equity.

You acknowledge that if you suggest any new features, functionality or performance for the Service that SCALE Healthcare subsequently incorporates into the Service (or any other software or service) (i) SCALE Healthcare shall own, and has all rights to use, such suggestions and the Service (or any other service) incorporating such new features, functionality, or performance shall be the sole and exclusive property of SCALE Healthcare; and (ii) all such suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon SCALE Healthcare.

SCALE Healthcare may use a Corporate Member’s name and logo to identify you as a subscribed user of the Service. SCALE Healthcare’s use of the name and logo does not create any ownership right therein and all rights not granted to SCALE Healthcare are reserved by you.

DISCLAIMER OF WARRANTIES AND LIABILITY

Due to the number of sources from which information on the Service is obtained, and the inherent hazards of electronic distribution, there may be delays, omissions or inaccuracies in such information and the Service. The Service may include facts, views, opinions and recommendations of individuals and organizations deemed of interest. SCALE Healthcare does not guarantee the accuracy, completeness or timeliness of, or otherwise endorse these views, opinions or recommendations.

ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS”. SCALE HEALTHCARE AND ITS AGENTS AND LICENSORS DISCLAIM ALL WARRANTIES INCLUDING, WITHOUT LIMITAITON, ANY WARRANTY OF THE ACCURACY, COMPLETENESS, CURRENTNESS, RELEVANCE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY FOR ANY PARTICULAR PURPOSE  OR RESULTS DERIVED FROM USE OF THE SERVICE. SCALE HEALTHCARE DOES NOT GUARANTEE THAT THE SERVICE WILL BE ERROR-FREE, VIRUS-FREE, OR UNINTERRUPTED. NEITHER SCALE HEALTHCARE, NOR ANY OF ITS AGENTS OR LICENSORS SHALL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR PART BY ITS NEGLIGENCE OR CONTINGENCIES BEYOND ITS CONTROL IN PROCURING, COMPILING, INTERPRETING, REPORTING OR DELIVERING THE SERVICE AND ANY CONTENT THROUGH THE SERVICE.

IN NO EVENT WILL SCALE HEALTHCARE, ITS AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE SERVICE OR ITS CONTENT OR FOR ANY CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIABILITY OF SCALE HEALTHCARE, ITS AGENTS AND LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SERVICE OR THE INFORMATION IN THE SERVICE SHALL NOT EXCEED THE AMOUNT, IF ANY, THAT YOU PAID TO SCALE HEALTHCARE FOR USE OF THE SERVICE IN THE THREE (3) MONTH PERIOD PRIOR TO A CLAIM ARISING HEREUNDER.

USER-PROVIDED CONTENT AND LICENSE

Certain portions of the Service may allow you to post or submit comments, reviews, ideas, or creative content (“User Content”) for use by the Service. SCALE Healthcare may offer you ways to access and remove your User Content.  You retain all rights and responsibility for the User Content you post.

By posting or submitting such User Content, you represent and warrant that you own or otherwise have sufficient rights to the User Content that you provide, that the User Content is accurate, that it does not violate this Agreement or any applicable law, and that it will not violate the rights of any person or entity.

You hereby grant SCALE Healthcare a non-exclusive, royalty-free, perpetual, irrevocable license and right to publicly display, distribute, reproduce, modify, translate, edit, create derivative works, and use the User Content throughout the world in any media solely as part of the features of the Service (including as an incidental part of advertising or marketing). This grant of rights and license applies to use of your name, photo, likeness, voice, and other personal information, if included in the User Content. If you remove the User Content, the Service will discontinue further use of the User Content but may retain copies for archival or backup purposes. Posting of User Content does not influence SCALE Healthcare’s news coverage, but SCALE Healthcare editors may comment on or post notable or interesting User Content and SCALE Healthcare reserves its fair use rights under applicable copyright laws to use User Content in SCALE Healthcare’s news reporting operations.

SCALE Healthcare reserves the right to delete or edit any of your comments or content at any time, for any reason, but has no obligation to review or remove any such comments or content. SCALE Healthcare further reserves the right to disclose any information about you, including registration data, in order to comply with any applicable laws and/or requests under legal process, to operate our systems properly, to protect our property or rights, and to safeguard the interests of others.

You agree to not post material that:

• contains vulgar, profane, abusive or hateful language, inflammatory attacks of a personal, racial or religious nature, or expressions of bigotry, racism, discrimination or hate;
• is defamatory, threatening, false, misleading, fraudulent, unfair, contains gross exaggeration or unsubstantiated claims, or violates the privacy rights of any third party;
• violates any municipal, state or federal law, rule, regulation or ordinance, or attempts to encourage such an evasion or violation;
• unfairly interferes with the uninterrupted use and enjoyment of the Service;
• advertises or offers to trade any goods or services, except in areas specifically designated for such purpose;
• includes copyrighted or other proprietary material of any kind without the express permission of the owner of that material; or
• contains or transmits viruses or other harmful, disruptive or destructive files.

MISCELLANEOUS

Through your use of the Service, you may be provided with hyperlinks to other Internet sites or resources, including hyperlinks provided by third-party advertisers and sponsors to the Service. SCALE Healthcare has no control over those sites and resources, or over the advertising material presented by third-party advertisers and sponsors through the Service. You agree that SCALE Healthcare will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such information, goods or services available on or through any such site or resource.  Different terms and conditions may apply to your use of any linked sites.

SCALE Healthcare may discontinue or change the Service, or its availability to you, at any time without notice. This Agreement is personal to you, and you may not assign your rights or obligations to anyone. If any provision of this Agreement is invalid under applicable law, the remaining provisions will continue in full force and effect. The Privacy Policy and this Agreement are, together, the complete and entire agreement between you and SCALE Healthcare and supersedes any prior agreement, whether oral or written.

SCALE Healthcare shall have the right to utilize data capture, syndication and analysis tools, and other similar tools, to extract, compile, synthesize, and analyze any non-personally identifiable data or information resulting from your access and use of the Service (“Blind Data”).  By access and using the Service, and otherwise providing information to SCALE Healthcare including, without limitation, User Content, you acknowledge and agree that all Blind Data derived therefrom shall be solely owned by SCALE Healthcare and may be used by SCALE Healthcare for any lawful business purpose without a duty of accounting to you, provided that the Blind Data is used only in an aggregated form, without specifically identifying the source of the Blind Data.

This Agreement, all intellectual property issues, and your rights and obligations shall be governed by the laws of the United States of America and the State of New York governing contracts wholly entered into and wholly performed within New York and any action to enforce this Agreement or in any manner related to the Service shall be brought exclusively in the federal or state courts located in New York, NY, and you agree to submit to the jurisdiction of such courts. In the event of any breach of this Agreement, you agree that SCALE Healthcare will suffer irreparable harm and shall therefore be entitled to obtain injunctive relief.

ANY CLAIM BY YOU ARISING UNDER THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE YOU FIRST KNOW OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.  YOU FURTHER AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

If any provision of these Terms is held invalid or unenforceable, that provision shall be construed in a manner consistent with applicable law to reflect the original intent of the provision, and the remaining provisions shall remain in full force and effect.

You agree to indemnify and hold harmless SCALE Healthcare and its equity holders, officers, directors, employees, contractors, agents, licensors, service providers, subcontractors and suppliers from and against any and all liabilities, claims, damages and expenses, including attorneys’ fees and court costs, arising or resulting from your use of the Service and any results therefrom, or your violation or alleged violation of this Agreement.

SCALE Healthcare shall not be in default or otherwise liable for any delay in or failure of its performance under this Agreement where such delay or failure arises by reason of any Act of God, or any government or any governmental body, war, insurrection, acts of terrorism, epidemic, pandemic, the elements, strikes or labor disputes, or other similar or dissimilar causes beyond SCALE Healthcare’s control.  You acknowledge that the performance of certain of SCALE Healthcare’s obligations may require the cooperation of third parties outside the control of SCALE Healthcare.  In the event such third parties fail to cooperate with SCALE Healthcare in a manner that reasonably permits SCALE Healthcare to perform its obligations, such failures shall be considered as causes beyond the control of the SCALE Healthcare and shall not be the basis for a determination that SCALE Healthcare is in breach of any of its obligations under this Agreement or is otherwise liable.

If you believe that your work has been copied and is accessible through the Service in a way that constitutes copyright infringement, or that the Service contains a link or other reference to another online location that contains materials or activity that infringes on your copyright rights, you may notify SCALE Healthcare by providing the information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. § 512 to the following address:

SCALE Healthcare
Attn: Legal Counsel
750 Lexington Ave.
Floor 7
New York, NY 10022
(646) 761-1831