HUMMINGBIRD HEALTHCARE TERMS OF SERVICE
These Terms of Service (these “terms”) contain the general terms and conditions that apply to customers and visitors (collectively, “users,” or “you”) of Hummingbird Healthcare’s services, including those made available through this website, such as access to online ordering, contact us features, and the Hummingbird Healthcare platform, as well as other digital resources and communications (collectively, the “services”). Hummingbird Healthcare Inc. is a corporation organized and operating under the laws of the State of Delaware.
By using Hummingbird Healthcare’s services, you accept and agree to be bound by and abide by these terms. By using these service you represent and warrant (a) you are eighteen (18) years of age or older, or, if you are under the age of 18, your legal guardian has reviewed and agreed to these terms on your behalf; (b) you have good right, title, and authority to enter into these terms on your own behalf and on behalf of any entity or person whom you purport to represent (which entity shall be considered part of you for purposes of these terms); (c) the use of these services and the entering into of these terms has been duly authorized and approved by any entity or person whom you represent; and (d) effective as of the date you first use the services, these terms constitute valid and binding obligations enforceable against you as described herein. If you do not agree to these terms, if your legal guardian has not read and agreed to these terms on your behalf, or if you are unable to make the foregoing representations and warranties, you must not use Hummingbird Healthcare’s services.
Please note the information made available through the services has been compiled from both internal and external sources. Such information may include data prepared by third parties and provided by us or obtained from sources we believe to be reliable, but we cannot and do not guaranty the accuracy, timeliness, or completeness of such information for any particular purpose. Such information is inherently subject to change without notice and may become dated. You agree that we will not be responsible for any loss you experience as a result of your reliance on such information. We use reasonable efforts to make sure the information made available through our services is accurate and up to date, however, we do not represent or warrant that the information contained therein is accurate, compete, or fit for your particular purpose, and you should always verify any information obtained through our services before you act upon it.
1. GRANT OF LICENSE
The services, including all displays, images, video, and audio, as well as the design, selection, and arrangement thereof, are owned and provided by Hummingbird Healthcare.
Hummingbird Healthcare hereby grants you a non-exclusive, non-transferable, non-sublicensable, worldwide license to use the services subject to the restrictions in these terms. Hummingbird Healthcare expressly reserves any rights not expressly granted herein. You are solely responsible for any hardware, software, and telecommunications necessary to access the services and Hummingbird Healthcare makes no warranty or guaranty that the services will always be available or will not change.
2. LICENSE AND USE RESTRICTIONS
Except as expressly authorized under these terms, you may not:
- copy, modify, or create derivative works of the services, in whole or in part;
- rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the services;
- reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the services, in whole or in part;
- remove any proprietary notices from the services;
- use the services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
- combine or integrate the services with any software, technology, services, or materials not authorized by Hummingbird Healthcare;
- design or permit any applications to disable, override, or otherwise interfere with any Hummingbird Healthcare communications to end users, consent screens, user settings, alerts, warning, or the like;
- use the services to replicate or attempt to replace the user experience of the services in another application;
- attempt to cloak or conceal your identity when requesting authorization to use the services;
- use the services in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities;
- bully, intimidate, harass any user or use the services in any manner that is threatening, abusive, violent, harmful, or invasive of another’s privacy;
- use the services to collect, disclose, or otherwise process another’s personal information without their consent or in any way in violation of applicable law;
- impersonate another user or any other person or entity, or otherwise falsely state or misrepresent your affiliation with a person or entity;
- use the services in any manner that is harmful to minors, including, without limitation, by transmitting or posting any content on the services that violates child pornography or sexual exploitation laws; or
- use the services in any manner that Hummingbird Healthcare determines in its reasonable discretion is abusive or harmful.
You also agree that you shall only use the services in a manner that complies with all applicable laws in the jurisdictions in which you use the services, and that you shall not violate or infringe the rights of any third party. Any such forbidden use shall immediately and automatically terminate your license to use the services without notice. As noted throughout these terms, Hummingbird Healthcare expressly reserves the right to terminate your license to use and access to the services without notice at any time in its sole discretion.
3. TERM AND TERMINATION
These terms shall apply so long as you are using the services. Hummingbird Healthcare may terminate your access to the services at any time for any or no reason. Upon termination of your access to the services, you shall immediately discontinue use of the services. These terms shall survive termination of the services to the extent applicable.
4. MODIFICATION OR DISCONTINUATION OF SERVICES
Hummingbird Healthcare may, in its sole discretion and at any time, modify or discontinue the services in whole or in part. For modified services, you may be requested to accept a modification or new terms when you log in to your account. If you do not accept the amended terms, you will not have access to the services. Hummingbird Healthcare may discontinue its services at any time without notice. Any dated information is published as of its date only and we do not undertake any obligation or responsibility to update or amend any such information.
Your standard data and messaging rates apply to the devices you use to access the services.
5. PROPRIETARY RIGHTS
The services, including, without limitation, any of Hummingbird Healthcare’s Internet operations, design, content, hardware designs, algorithms, software (in source and object forms), user interface designs, other templates and designs, including, without limitation, templates and designs of goods offered or sold, algorithms, architecture, class libraries, and documentation (both printed and electronic), know-how, good will, moral rights, trade secrets and any related intellectual property rights throughout the world, and any derivative works, improvements, modifications, enhancements or extensions thereof shall remain the sole and exclusive property of Hummingbird Healthcare, and you shall have no interest in them whatsoever.
All right, title, and interest in and to the services, except for information and content generated by you and third parties, are and will remain our exclusive property. Our intellectual property rights in the services are protected by copyright and trademark laws of the United States and international treaties, as
well as other domestic and international laws. Nothing in these terms gives you a right to use our trademarks, logos, domain names, and other distinctive brands. There is also nothing in these terms that gives you the right to copy the services, to copy any feature or portion of the services, or create a derivative of the services, all of which is expressly prohibited. Unless prohibited by law, any feedback, comments, or suggestions you may provide regarding the services are entirely voluntary and we will be free to use your feedback, comments, or suggestions as we see fit and without any obligation or approval to you whatsoever.
6. LINKS TO THIRD-PARTY WEBSITES
If our services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to our services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
7. SUBMISSIONS OF OTHERS
You are solely responsible for the contents of your transmissions through the services. Your use of the services is subject to all applicable local, state, national and international laws and regulations and the license and use restrictions set forth above.
You agree to monitor the use of the services by any other person, whether an employee, agent, or otherwise, who is acting on your behalf, at your direction, or using your online account, for any activity that violates applicable laws, rules, and regulations or any of these terms, including any fraudulent, inappropriate, infringing, or potentially harmful behavior, and promptly restrict any offending users of the services from further use of the services. You agree to provide a resource for users of the services to report abuse of the services at your operations. As between you and us, you are responsible for all acts and omissions of your end users in connection with yours and their use of the services. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of the services and you represent and warrant that you have provided such notices and obtained such consents before submitting or allowing end users to submit information to us.
You agree to immediately notify Hummingbird Healthcare of and indemnify and hold Hummingbird Healthcare, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the services, (including the unauthorized use of your account or any other breach of security attributable to your use of the services), the violation of these terms by you, or the infringement by you, or another user using your computer, on any intellectual property or other right of any person or entity.
Certain states’ applicable laws may limit or exclude these indemnification obligations. If you reside in such a jurisdiction, this section or certain aspects thereof may not apply to you. In such cases, this section applies to you in the fullest extent permitted by law.
9. DISCLAIMER OF WARRANTIES
You understand and agree that we cannot and do not guarantee or warrant that files available for downloading from the Internet or the services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES OR ANY OTHER SERVICE OR WEBSITE LINKED TO THE SERVICES.
YOUR USE OF THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER HUMMINGBIRD HEALTHCARE NOR ANY PERSON ASSOCIATED WITH HUMMINGBIRD HEALTHCARE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER HUMMINGBIRD HEALTHCARE NOR ANYONE ASSOCIATED WITH HUMMINGBIRD HEALTHCARE REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, HUMMINGBIRD HEALTHCARE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW.
AS INDICATED ABOVE, CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS OR EXCLUSIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IN SUCH CASES, HUMMINGBIRD HEALTHCARE WILL HAVE DISCLAIMED ALL SUCH WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW.
10. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL HUMMINGBIRD HEALTHCARE, ITS AFFILIATES, OR ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE ONLINE SERVICES, ANY WEBSITES OR SERVICES LINKED TO IT OR ANY CONTENT OR SERVICES ON THE ONLINE SERVICES OR SUCH OTHER WEBSITES OR SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
AS INDICATED ABOVE, CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IN SUCH CASES, HUMMINGBIRD HEALTHCARE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
11. FEES AND CHARGES.
Access to and use of many aspects of our services are free. You may choose to purchase products or services from us while using our services, which may result in charges and fees to you. We will inform you in advance of any such charge or fee. By submitting payment information for an accepted method of payment (“Payment Method”) through our services, you authorize us to charge you these agreed-upon amounts, as well as any applicable taxes to your Payment Method. You will not be entitled to any refund of charges, fees, or taxes except as expressly provided herein, or as required under applicable law.
Unless otherwise provided herein, notices given by Hummingbird Healthcare to you will be given by email. Notices will be sent to the email address you provide to Hummingbird Healthcare as part of the registration process, or to updated addresses which you provide to Hummingbird Healthcare via notice consistent with this paragraph. Notices given by you to Hummingbird Healthcare must be given by email to the email address set forth at the end of these Terms or such updated address and number as Hummingbird Healthcare may provide you consistently with this notice provision. Notwithstanding anything herein to the contrary, it is your sole responsibility to update your address for notices hereunder, and notice sent to the email address last provided by you to Hummingbird Healthcare shall be valid and binding on you regardless of whether such address has been changed, canceled, has expired, has been terminated, or otherwise becomes inoperative.
13. GOVERNING LAW AND DISPUTE RESOLUTION
litigation or controversy arising out of or relating to these terms, (ii) agree not to commence any litigation arising out of or relating to these terms except in the Delaware Courts and (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum.
If any provision of these terms is held by a court of competent jurisdiction to be contrary to law, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Any failure to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing. The section titles in these terms are solely used for the convenience of the parties and have no legal or contractual significance. These terms may be assigned in whole or in part by Hummingbird Healthcare. These terms may not be assigned in any manner by you without the express, prior written permission of Hummingbird Healthcare.
Our failure to enforce any right or provision of these terms will not be deemed a waiver of such right or provision. Any waiver will be in writing and signed by the waiving party.
We may revise these terms at any time in our sole discretion by posting such revised terms the terms page (i.e., this webpage that you are currently viewing) or elsewhere in this site. Subject to applicable law, we may or may not contact you directly regarding any change to these terms. Accordingly, we recommend you review these terms on a regular basis for changes, consulting the last modified date above. Unless otherwise provided by law, continued use of our services following any change constitutes your acceptance of the change.
If you have questions regarding these terms, please contact us at People@Hummingbird.healthcare.