Qsource Terms of Use

Introduction
The Quality Innovation Network consisting of the Alabama Quality Assurance Foundation, Information & Quality Healthcare and Qsource (the Quality Innovation Network and each of foregoing members, the “Qsource,” “we,” “us” or “our”) operates the Qsource website (the “Site”). By using, accessing, visiting, or registering with the Site (collectively the “Service”) you signify your agreement to these terms and conditions (the “Terms of Use”) and Qsource’s Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms of Use, do not use the Site or Service.

We are committed to protecting the privacy of children. This Site and the Service are not intended or designed to attract children under the age of 18. We do not collect personally identifiable information from any person who we know is a child under the age of 18.

We reserve the right, in our sole discretion, to modify these Terms of Use at any time, effective upon the date we post the new Terms of Use to the Site. Your continued use of the Site or Service constitutes your binding acceptance of these Terms of Use, including any changes or modifications that we may make. We encourage you to review these Terms of Use whenever you use the Site. These Terms of Use were last revised in February 2015.

Use of the Site
As a condition of your use of this Site, you represent that (i) you are at least 18 years of age, (ii) you possess the legal authority to create a binding legal obligation, and (iii) you will use this Site in accordance with these Terms of Use. We retain the right at our sole discretion to deny access to anyone to this Site and the services we offer, at any time and for any reason, including, but not limited to, for violation of these Terms of Use.

Privacy Policy
Your use of this Site is also governed by the terms of our Qsource Privacy Policy, which is incorporated herein by reference.

This Site Does Not Provide Medical Advice
YOU SHOULD NOT RELY ON THE INFORMATION PROVIDED ON THE SITE AS A SUBSTITUTE OR REPLACEMENT FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT DISREGARD, AVOID, OR DELAY OBTAINING MEDICAL ADVICE FROM A HEALTHCARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE SITE. INFORMATION PROVIDED ON THE SITE IS USED SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH THE SERVICE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL CARE. IN THE CASE OF A MEDICAL EMERGENCY, PLEASE CONTACT EMERGENCY MEDICAL RESPONDERS.

DO NOT PUBLISH, POST, UPLOAD, DISTRIBUTE OR DISSEMINATE ON THE SITE ANY INDIVIDUALLY IDENTIFIABLE HEALTH INFORMATION (AS DEFINED UNDER HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) REGULATIONS AT 45 C.F.R. § 160.103).

Content
“Content” includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Site. By submitting Content to the Site, you represent and warrant that: (i) you have full right and power to enter into and perform under these Terms of Use, and have secured all third-party consents, licenses and permissions necessary to enter into and perform under these Terms of Use; (ii) the Content that you submit will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy or moral rights; and (iii) the Content that you submit, the act of your submission, and any use by us of your submitted Content does not and will not violate any law, statute, ordinance or regulation. By submitting Content to us, you grant Qsource, and its affiliated companies, and our business partners a worldwide, royalty-free, nonexclusive license to publicly perform, publicly display, broadcast, encode, edit, alter, modify, reproduce, transmit, manufacture, distribute and synchronize with visual images your Content, in whole or in part, alone or in compilation with content provided by third parties, through any medium now known or hereafter devised for the purpose of demonstrating, promoting or distributing your Content or storing the work in a remote database accessible by users seeking to download or otherwise acquire it.

Conduct on the Site
The Content on the Site is intended for your personal, noncommercial use. Content published on the Site may be protected by copyright. You may not copy, modify, publish, transmit, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display or in any way exploit any of the materials or Content or the Site in whole or part in a manner inconsistent with fair use of copyright (17 U.S.C. § 107).

You agree that you will not (i) defame, abuse, harass, stalk, threaten or otherwise violate the legal right of others; (ii) publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; (iii) publish, post, upload, distribute or disseminate any individually identifiable health information (as defined under Health Insurance Portability and Accountability Act (HIPAA) regulations at 45 C.F.R. § 160.103); (iv) upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer; (v) download any file posted by another user that you know or reasonably should know cannot be legally distributed in such matter, (vi) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; or (vii) restrict or inhibit any other user from using and enjoying the Site.

The Qsource and its affiliated companies do not assume any responsibility or liability for Content that is provided by others. Qsource also does not necessarily approve, condone, sanction, endorse, or agree with Content provided by others. The Qsource does reserve the right to remove Content that, in Qsource’s judgment, does not meet its standards or does not comply with these Terms of Use, but Qsource is not responsible for any failure or delay in reviewing or removing such material.

We reserve the right, in our sole discretion, to restrict, suspend or terminate your access and/or registration to all or to any part of the Site or Service at any time without notice for any reason whatsoever. Use of the Site and Service is subject to applicable laws and legal process, and nothing contained herein shall limit our right to comply with governmental, administrative, court, and law enforcement requests or requirements relating to your use of the Site, Service, Content, or information provided to or gathered by us with respect to such use.

Indemnity
You agree to indemnify, defend, and hold harmless Qsource, its affiliate companies, and their officers, directors, employees, agents, content providers, customers, licensors, suppliers, and any person or entity now or previously acting, directly or indirectly, in the interest of or on behalf of the Qsource and each of its affiliated companies from and against any and all claims, proceedings, lawsuits, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses), relating to or arising from: (i) your use of the Site and any of the Content or Service obtained on or through the Site; (ii) any breach by you of these Terms of Use; and (iii) any other activity by you on or in connection with the Site (including, without limitation, infringement of third parties’ intellectual property rights or any other negligent, illegal or wrongful conduct) by you or any other person accessing the Site using your account.

Digital Millennium Copyright Act
If you believe that Content you own has been copied and made accessible in a manner that violates your intellectual property rights, please notify us immediately. You may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our designated agent (Compliance Officer, 8245 Tournament Drive, Suite 201, Memphis, TN 38125, 901.682.0381, 901.273.2695, and [email protected]) with the information required in 17 U.S.C. § 512(c)(3). In appropriate circumstances, the Qsource will terminate the accounts of repeat infringers.

Inaccuracy Disclaimer
From time to time there may be information on the Site that contains typographical errors, inaccuracies, or omissions. The Qsource reserves the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice, but Qsource is not responsible for any failure or delay in doing so.

Hyperlinks to other Websites
This Site contains links to other Internet sites that our business partners and other third parties own or operate. Your use of each of those sites is subject to the terms and conditions, if any, that each of those sites have posted. We have no control over third party sites and we are not responsible for any changes to or content on them. Our inclusion of any link on the Site is not an endorsement of that material or link or the companies that own or operate the material or linked sites.

Limitations and Disclaimers of Liability; No Warranty
We will not have any liability to you as a result of service outages that are caused by our maintenance on the servers or the technology that underlies the Site or Service, failures of our service providers (including telecommunications, hosting, and power providers), computer viruses, natural disasters or other destruction or damage of our facilities, an act of God, war, civil disturbance or other cause.

We may change, suspend or discontinue all or any aspect of the Site or Service at any time, including the availability of any feature, database, or Content, without prior notice or liability. We also reserve the right, in our sole discretion, to restrict, suspend or terminate your access to all or any part of the Site or Service in our sole discretion, with or without notice, and to remove any Content that you submit for any reason without prior notice to you and without liability to us. Use of the Site and Service is subject to existing laws and legal process, and nothing contained herein will limit our right to comply with governmental, administrative, court or law enforcement requests or requirements relating to your use of the Site, Service, Content, or information provided to or gathered by us with respect to such use.

WE DISCLAIM ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, COMPLETENESS, LEGALITY, RELIABILITY, OPERABILITY OR AVAILABILITY OF INFORMATION OR CONTENT ASSOCIATED WITH THE SITE OR SERVICE. WE DISCLAIM ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MIS-DELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR CONTENT. WE DO NOT MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SITE, SERVICE, OR THE CONTENT.

THE SITE, THE SERVICE AND THE CONTENT ARE DISTRIBUTED ON AN “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE OR THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT.
WE DO NOT MAKE AND WE DISCLAIM ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE, SERVICE, OR ANY CONTENT OR ANY PRODUCTS OR SERVICES AVAILABLE THROUGH THE SITE OR SERVICE. YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND SERVICE AND THE ACCURACY OR COMPLETENESS OF THEIR CONTENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ATOM ALLIANCE, ITS AFFILIATE COMPANIES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTENT PROVIDERS, CUSTOMERS, LICENSORS, SUPPLIERS, AND ANY PERSON OR ENTITY NOW OR PREVIOUSLY ACTING, DIRECTLY OR INDIRECTLY, IN THE INTEREST OF OR ON BEHALF OF ATOM ALLIANCE, SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE SITE, THE SERVICE, OR THE CONTENT, OR ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, THE SERVICE, OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ATOM ALLIANCE, ITS AFFILIATE COMPANIES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTENT PROVIDERS, CUSTOMERS, LICENSORS, SUPPLIERS, OR ANY PERSON OR ENTITY NOW OR PREVIOUSLY ACTING, DIRECTLY OR INDIRECTLY, IN THE INTEREST OF OR ON BEHALF OF ATOM ALLIANCE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF ATOM ALLIANCE, ITS AFFILIATE COMPANIES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTENT PROVIDERS, CUSTOMERS, LICENSORS, SUPPLIERS, AND ANY PERSON OR ENTITY NOW OR PREVIOUSLY ACTING, DIRECTLY OR INDIRECTLY, IN THE INTEREST OF OR ON BEHALF OF ATOM ALLIANCE EXCEED THE SUM OF ONE HUNDRED U.S. DOLLARS.

Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so some of the above limitations or exclusions may not apply to you. In such states, our liability and that of any person or entity now or previously acting, directly or indirectly, in the interest of or on our behalf shall be limited to the greatest extent permitted by law.

Severability
If any provision of these Terms of Use is determined to be illegal, invalid, or unenforceable pursuant to applicable law, then such provision shall be deemed to be rescinded or superseded by a legal, valid, enforceable provision that most closely matches the intent of the original provision. The remainder of these Terms of Use shall continue and remain in full force and effect.

Entire Agreement
These Terms of Use constitute the entire agreement between you and Qsource with respect to the Site, Service, and Content, and supersede all previous written or oral agreements. No other representations, covenants, undertakings or other prior or contemporaneous agreements, oral or written, respecting such matters, which are not specifically incorporated herein, shall be deemed in any way to exist or to bind you or Qsource or any of its affiliated companies.

No Waiver
Any waiver by Qsource of a breach or violation of any provision of these Terms of Use shall not be construed as a waiver of any other provision or of any subsequent breach or violation of these Terms of Use.

Headings
The headings of the sections contained in these Terms of Use are inserted only as a matter of convenience and for reference, and in no way define, extend or describe the scope of these Terms of Use or the intent or meaning of any provision hereof.

Costs and Attorneys’ Fees
In any action arising out of or to enforce these Terms of Use, Qsource will be entitled to reasonable attorneys’ fees and costs.

Choice of Law
These Terms of Use are governed by and construed in accordance with the laws of the State of Tennessee, exclusive of its choice of law rules. Each party to these Terms of Use submits to the exclusive jurisdiction of the state and federal courts sitting in Shelby County, Tennessee, and waives any jurisdictional, venue, or inconvenient forum objections to such courts.

Equitable Relief Not Limited
Nothing in these Terms of Use limits Qsource’s ability to seek equitable relief.

Assignment
We may assign this Terms of Use at any time to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of Qsource to another entity. You may not assign, transfer or sublicense this Terms of Use to anyone else and any attempt to do so is in violation of this section and shall be null and void.