1. Notice/Acceptance of Terms
You may print this Agreement or you can download this Agreement to your computer. To the extent that you use particular DEERFIELD services, including without limitation DEERFIELD's online LOCUS REPORTER program and related documentation, you are subject to the applicable agreements ("Supplemental Licensing Agreements") and any posted guidelines or rules applicable to such services. All such guidelines, or rules, are hereby incorporated by reference into this Agreement. Where a conflict exists between this Agreement and any of the Supplemental Agreements, the provisions of the applicable Supplemental Agreement shall govern.
The disclaimers, terms and conditions on these pages are of general application and may be supplemented by additional disclaimers, guidelines, rules, terms or conditions of specific application on any particular page of this Site.
Products and services provided throughout the Site are offered by the various operating subsidiaries and affiliates of DEERFIELD.
2. Description of Service
DEERFIELD currently provides users with access to a wide variety of online behavioral health products and services, tools, placement and treatment planning services and branded programming through DEERFIELD's network of World Wide Web properties, as amended from time to time, currently found at http://www.locusreporter.com. (collectively, the "Site"). Certain products or services may be available only in certain jurisdictions and are void where prohibited by law. Your eligibility for particular products and services offered by DEERFIELD, or any of its affiliates, is subject to final approval and acceptance by DEERFIELD. DEERFIELD assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. In order to use the Site, you must obtain access to the World Wide Web, either directly or through devices that access Web-based content and pay any service fees associated with such access. System availability and access to the services available on this Site may be limited or unavailable for reasons which may include, without limitation, system performance. DEERFIELD makes no representations, warranties or assurances as to the availability of the Site.
Except as expressly provided otherwise in an applicable Supplemental Agreement, DEERFIELD grants you a personal, revocable, non-transferable and non-exclusive license to display on your computer, print, download and use the underlying HTML, text, audio clips, video clips and other content that is made available to you on this Site, for commercial, and/or educational purposes only provided that:
No other use is permitted. Without limiting the generality of the foregoing, you may not:
- you do not (and do not allow any third party to) modify or create a derivative work of any such content; and
- you include with and display on each copy of such content the associated copyright notice.
and may not direct any other person to do any of the foregoing.
- include such content in or with any product that you create or distribute;
- reproduce, duplicate, copy, sell, rent, resell or exploit for any commercial purposes any portion of the Site, use of the Site, or access to the Site;
- establish: (i) a hyperlink, including without limitation a deep link, to any page or location on the Site; or (ii) a frame containing any portion of the Site, on any other Web site or text document with hyperlink capabilities; or
- copy such content onto your or any other Web site;
You agree not to access the Site by any means other than through the HTML or other interface that is provided by DEERFIELD for use in accessing the Site.
Notwithstanding the above, nothing contained in this license shall be construed as conferring any right under any intellectual property of DEERFIELD, its affiliates or any other person who owns the intellectual property in the content provided on this Site.
4. Intellectual Property
DEERFIELD either owns or has obtained permission from the owner to use all of the content on this Site.
LOCUS, CALOCUS, Level of Care Utilization System, Level of Care Utilization System for Psychiatric and Addiction Services, Child and Adolescent Level of Care Utilization System, C&A LOCUS, LOCUS P.A.S., Clinical Reporter, LOCUS Reporter and/or LOCUS Reporter Online, logos are trade-marks of DEERFIELD and are used under license.
The names, graphics, logos, icons, designs, words, titles and phrases on this Site constitute trademarks, trade names, trade dress and associated products and services of DEERFIELD or its affiliates. The trademarks, trade names, trade dress and associated products and services represented on this Site are protected under United States and international law and their display on this Site does not convey or create any license or other rights in these trademarks, trade names, trade dress and associated products and services. Any use of them without prior written authorization of DEERFIELD is strictly prohibited.
The trademarks for all products or services mentioned on this Site which are not those of DEERFIELD, are the trademarks of their respective owners. The display of these trademarks or trade names on this Site does not convey or create any license or other rights in these trademarks or trade names. Any unauthorized use of them is strictly prohibited.
Any unauthorized copying, redistribution, reproduction or modification of the contents of this Site by any person may be a violation of federal or common law, trade-mark and/or copyright laws and could subject such person to legal action.
5. Modifications to Site
DEERFIELD reserves the right to modify, suspend or discontinue, temporarily or permanently, the Site (or any part thereof) from time to time, for any or no reason and without notice. You agree that DEERFIELD shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site. The information and materials contained on the Site are subject to change. DEERFIELD endeavors to keep the rates and fees posted on this Site current, however, such rates and fees are subject to change at any time without notice to you and the posted rates and fees on this Site may not immediately reflect such changes.
6. Registration Obligations
In consideration of your use of the Site, where you have provided DEERFIELD with information about yourself and/or your organization in response to prompting by the Site (for example when prompted by the Site's registration forms), you agree that such information will be accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete as of the date the information was provided, or DEERFIELD has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, DEERFIELD has the right, without limitation, to suspend or terminate any of your accounts and to refuse any and all current or future use of the Site (or any portion thereof).
7. Member Account; Password and Security
DEERFIELD may supply you with a password and account designation upon completing the Site registration and payment process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to immediately notify DEERFIELD of any unauthorized use of your password or account, or any other breach of security of which you are aware, and to ensure that you properly close out of your account at the end of each session. DEERFIELD assumes no liability for any loss or damage arising from your failure to comply with this section. You will be responsible for all charges and uses incurred under your password and account without regard to the use thereof until you notify DEERFIELD in writing (private courier, U.S. Registered Mail or U.S. Certified Mail Return Receipt Requested) of an unauthorized use.
8. User Content
DEERFIELD may offer the opportunity for you to contribute your ideas, comments, questions and other communications to or from the Site (the "User Content") in message boards, chat rooms, e-mail and other features of the Site ("User Input Rooms" or "Chat Rooms") that may be offered from time to time and may be operated by DEERFIELD or by a third party. You shall not (nor cause any third party to) use the Site to perform any illegal activities (including without limitation defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights, such as HIPAA privacy rights of others) or immoral activities or any of the following types of activities, without limitation:
You agree to abide by all applicable local, state and federal laws and regulations and are solely responsible for all acts or omissions that occur under your account or password, including without limitation any of the User Content created by you.
- transmitting information that infringes any patent, trade-mark, trade secret, copyright or other proprietary rights of any party;
- transmitting any material that contains software viruses, trojan horses, worms, time bombs, cancelbots, or any other computer code, files, or programs which may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- impersonating anyone or any entity, falsely stating or otherwise misrepresenting your affiliation with a person or entity;
- advertising or commercial content;
- interfering with or disrupting the Site;
- disrupting the activities or enjoyment of the Site for other users; or
- collecting, or storing personal data about other users.
You acknowledge that user content is not endorsed by DEERFIELD and such user content should not be considered to have been reviewed, screened or approved by DEERFIELD. Information found in User Chat Rooms is intended to be used as a starting point for doing independent research and/or feedback on the clinical tools. You should exercise discretion before relying on information contained in user content. You agree to evaluate, and assume all risks associated with the use of any user content, including without limitation any risk relating to any reliance on the accuracy, completeness, or usefulness of such user content. DEERFIELD assumes no responsibility for the information contained in user content.
You agree that DEERFIELD, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Site, and remove any User Content from a User Chat Room offered by DEERFIELD, at any time and for any or no reason. You agree that DEERFIELD shall not be liable to you or any third party for any termination of your access to the Site or deletion of any User Content on the Site.
You acknowledge and agree that DEERFIELD may preserve and disclose User Content if required to do so by law or if DEERFIELD believes in good faith that such preservation or disclosure is reasonably necessary to comply with legal process, enforce this Agreement, respond to a claim that User Content violates any third party's rights, or protect the right, property or personal safety of DEERFIELD, any users of the Site, and the public. You also acknowledge that the technical processing and transmission of the Site, including without limitation User Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.
DEERFIELD assumes no responsibility or liability whatsoever for the User Content, or for the use of any User Input website (chat room) offered by a third party. Without limitation to the foregoing, DEERFIELD shall not be liable for the collection, use or disclosure of any personal information by, in or through a User Input website (chat room) offered by a third party. In such circumstances, you must refer to any terms of service and privacy statement of the third party offering the User Input website (chat room).
9. User Communications:
10. Transactions with Third Parties
Your correspondence or business dealings with, or participation in promotions of, advertisers or third parties found on or throughout the Site, including without limitation with respect to the payment and delivery of related goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such parties and are not binding upon nor constitute obligations of DEERFIELD. You agree that DEERFIELD shall not be responsible or liable for any actions, losses, damages, liabilities, claims, judgments, costs or expenses of any nature or kind (collectively, "Claims") incurred as the result of any such dealings or as the result of the presence of such third parties on the Site, and you agree to indemnify DEERFIELD and its affiliates from and against any Claims incurred as the result of any such dealings.
11. Third Party Links
This Site may provide links or references to other sites. DEERFIELD makes no representations, warranties or assurances as to any information in such sites, has no responsibility for their content and shall not be liable for any damages or injury arising from that content. DEERFIELD disclaims any opinions expressed on such sites. Any links to other sites are provided merely for your convenience and the inclusion of such links does not imply that DEERFIELD endorses the content of such sites. Where DEERFIELD is offering its own content (or content of an affiliate) on or through third party sites (whether by linking, framing or otherwise), your use or display of that content shall be subject to this Agreement unless a specific Supplemental Agreement is applicable to the use or display of that content. If you use a third party service for processing payment for services or products purchased from DEERFIELD, you agree that the terms governing your agreement with that entity and those terms are exclusive between you and that entity.
12. Methods of Payment Terms and Taxes
13. Return Policy
All sales are FINAL. NO REFUNDS will be issued upon completion of the payment transaction. Upon access to the service purchased, it will be deemed to be a licensed use without regard to the length of time logged onto the website or completion of the evaluation. In the event that DEERFIELD determines that it will no longer maintain a web enabled product, the purchaser may be entitled to a pro-rated refund for unused evaluations for those uses purchased within thirty (30) days of the termination of the web enabled product. No other refunds will be considered. Inability to access the web enabled product without regard to the seller's or users fault or equipment failure, for temporary periods does not entitle a purchaser to a refund, except as otherwise defined herein.
14. Disclaimer of Warranties
Except as expressly provided otherwise in an applicable Supplemental Agreement, DEERFIELD disclaims any and all responsibility or liability for the timeliness, sequence, quality, accuracy, content, completeness, legality, reliability, operability or availability of information or material contained on the Site. The Site may contain inaccuracies or typographical errors. DEERFIELD disclaims any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or material in respect of the Site or the use thereof. The clinical situation, including the symptoms, history and other relevant factors pertaining to any client or patient for whom you are describing in the utilization of the tools contained in the website are for your convenience only and are not meant to replace any clinical evaluation or decision as to any type, level or modality of treatment in your sole clinical judgment for each unique patient or client.
Any communications sent to you via this Site or otherwise from DEERFIELD (including without limitation in the form of newsletters, electronic mail or via telephone), and the contents of this Site (including without limitation any market data and information) are provided for informational and educational purposes only and are not intended to provide clinical or medical advice and should not be relied upon in that regard. Each clinical situation is unique and therefore you should independently consult a physician or colleague in your office for final medical decisions.
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN OR IN AN APPLICABLE SUPPLEMENTAL AGREEMENT, DEERFIELD AND ITS DATA PROVIDERS will use reasonable efforts to include up-to-date and accurate information in this site but all PRODUCTS AND SERVICES OFFERED ON THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED. DEERFIELD AND ITS DATA PROVIDERS DISCLAIM ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PRODUCTS AND SERVICES OFFERED ON THE SITE. DEERFIELD AND ITS DATA PROVIDERS DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SITE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE SITE OR THROUGH ANY LINKS PROVIDED ON THE SITE.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS AND SERVICES IS DONE SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY CLAIMS, INCLUDING WITHOUT LIMITATION PROFESSIONAL LIABILITY, AND ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA, THAT RESULTS FROM DOWNLOADING OR OTHERWISE OBTAINING SUCH MATERIAL.
Some states do not allow the exclusion of implied warranties, so these exclusions may not apply to you.
15. Limitation of Liability
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN OR IN AN APPLICABLE SUPPLEMENTAL AGREEMENT, IN NO EVENT SHALL DEERFIELD, ANY OF DEERFIELD'S AFFILIATES OR DATA PROVIDERS OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, DELIVERING OR MANAGING THE CONTENT OF THIS SITE (collectively the "Site providers"), be liable to YOU or any third party for any CLAIMS whatsoever, including without limitation direct, indirect, special, incidental, punitive OR consequential DAMAGES (including without limitation any lost revenues, lost profits, lost opportunities, loss of prospective economic advantage) arising out of or in connection with the use or performance of this site, Any communications sent to you via this Site or otherwise from DEERFIELD (including without limitation in the form of electronic mail or via telephone), or information available from this site, including without limitation any damages suffered as a result of omissions or inaccuracies in such information, the transmission of confidential or sensitive information to from the site providers, and inconvenience, delay or loss of use of the service, even if any one of or all of the site providers is advised of THE possibility OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, the site providers assume no liability or responsibility for damage or injury to persons or property arising from any use of any product, information, idea, or instruction contained in the content of this site. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
You agree to indemnify and hold harmless DEERFIELD and its affiliates from and against any Claims arising out of or relating to: (i) User Content you submit, post to or transmit through the Site; or (ii) your violation of any rights of any other person in connection with the Site.
17. Other Agreements
Copyright 1997-2013 Deerfield Behavioral Health, Inc. All Rights Reserved.
- Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflicts of law provisions. The parties agree that the exclusive jurisdiction of any dispute arising out of, or relating to, this Agreement or any dispute arising out of, or relating to, this Agreement or services provided in connection therewith shall be in the state and federal courts located in the County of Erie, Commonwealth of Pennsylvania.
- Entire Agreement. This Agreement, along with any Supplemental Agreements, is the entire and exclusive agreement between the parties, and it supersedes all previous communications, representations or agreements, either oral or written, between them with respect to this subject matter. No representations or statements of any kind made by any affiliate of DEERFIELD, which are not included in this Agreement, shall be binding on DEERFIELD or its affiliates.
- Amendments. Neither you nor DEERFIELD may modify or amend this Agreement in whole or in part without the prior written consent of both you and an authorized representative of DEERFIELD. However, DEERFIELD may replace its terms of service agreement from time to time and your subsequent use of the Site, or any content, programs or materials provided through the Site, will be subject in all respects to the terms and conditions of such terms of service in force at the time of such subsequent use.
- Waiver. No waiver of any provision herein shall be valid unless in writing and signed by an authorized representative of both you and DEERFIELD. DEERFIELD's failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.
- Severability. If any provision of this Agreement is determined to be illegal or unenforceable, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while preserving its original intent. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement.
- Miscellaneous. This Agreement shall inure to the benefit of DEERFIELD and its affiliates. Any and all references in this Agreement to DEERFIELD and its affiliates shall, where the context so permits, include DEERFIELD's related companies, and their respective subsidiaries, affiliates, directors, officers, employees, contractors and agents. The headings contained herein are for convenience only and shall have no legal or interpretive effect. Additional terms and conditions may apply when you use other services, affiliate services, third party content or third party software on or through a link provided on the Site. DEERFIELD may assign its rights and duties under this Agreement to any party at any time without notice to you. DEERFIELD may assign this Agreement under the same terms without advance notice.