MSDA NATIONAL PROFILE OF STATE MEDICAID AND CHIP ORAL HEALTH PROGRAMS
TERMS OF SERVICE AND USE OF DATA AGREEMENT
This agreement provides the Terms of Service and Use of Data under which the Medicaid|Medicare| CHIP Services Dental Association (MSDA) will provide me with online access to the MSDA National Profile of State Medicaid and CHIP Oral Health Programs. This is a legal document. By becoming a Public User to access the MSDA National Profile of State Medicaid and CHIP Oral Health Programs, I am agreeing to these terms.
The MSDA National Profile of State Medicaid and CHIP Oral Health Programs is copyrighted.Public Access to information and data found on the Website is granted for each and every online session after registering as a User. As part of the registration process, Public Users/Consumers must sign a Public User Terms of Service and Use of Data Agreement.
1. Definitions:
a. Agreement. Means Public User Terms of Service and Use of Data Agreement related to all materials referred or linked to the MSDA National Profile of State Medicaid and CHIP Oral Health Programs.
b. Access. Public Access to the MSDA National Profile Website provides The Public User/Consumer the ability to view/use the Public pages of the MSDA National Profile of State Medicaid and CHIP Oral Health Programs after signing a Public User Terms of Service and Use of Data Agreement.
2. Technical Assistance and Consulting Services
MSDA may provide Consulting Services to me pursuant to an Order Form or Statement of Work. Fees for these Consulting Services will apply. Unless otherwise agreed, all Consulting Services are performed remotely.
3. MSDA’s Proprietary Rights
This is an Agreement for Public Access to and use of the MSDA National Profile of State Medicaid and CHIP Oral Health Programs. The National Profile is protected by intellectual property laws and belongs to and is the property of MSDA. We retain all ownership rights in the National Profile’s related content and data. I agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Content of the National Profile in whole or in part, by any means, except as expressly authorized in writing by MSDA.
We encourage all customers to comment on the Profile, and provide suggestions for improving it. I agree that all such comments and suggestions will be non-confidential and that MSDA owns all rights to use and incorporate them into the Profile, without payment to me.
4. No Sensitive Information
I agree not to use the National Profile data and information to collect, manage or process sensitive information. MSDA will not have any liability that may result from my access to the National Profile Website as a Public User.
5. Use and Limitations of Use
a. Prohibited and Unauthorized Use. I will not (i) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the National Profile Website in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use as Public Users; (iii) attempt to gain unauthorized access to the National Profile Content; (iv) access the National Profile other than through our interface; or (v) use the National Profile Content for any purpose or in any manner that is unlawful or prohibited by this Agreement.
6. Indemnification
I will indemnify, defend and hold MSDA harmless, at my expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against MSDA (and it’s officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with MSDA to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Profile Content by me; (b) my noncompliance with or breach of this Agreement, and (c) my use of Third-Party Products. MSDA will: notify me in writing within thirty (30) days of it’s becoming aware of any such claim; give me sole control of the defense or settlement of such a claim; and provide me (at my expense) with any and all information and assistance reasonably requested by me to handle the defense or settlement of the claim. I shall not accept any settlement that (i) imposes an obligation on MSDA; (ii) requires MSDA to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on without MSDA’s prior written consent.
7. Disclaimers; Limitations of Liability
a. Disclaimer of Warranties. We and our affiliates and agents make no representations about the suitability, reliability, availability, timeliness, security or accuracy of the National Profile Website, MSDA content, or the consulting services for any purpose. Application programming interfaces (APIS) may not be available at all times. To the extent permitted by law, the National Profile Website is provided “as is” without warranty or condition of any kind. We disclaim all warranties and conditions of any kind with regard to the National Profile Website including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
b. No Indirect Damages. To the extent permitted by law, in no event shall either party be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.
c. Limitation of Liability. My liability arising from my indemnity obligations, and my liability for violation of MSDA’s intellectual property rights, if, notwithstanding the other terms of this agreement, either party is determined to have any liability to the other party or any third party, the parties agree that the aggregate liability of a party will be limited to the lesser of five thousand dollars.
d. Third Party Products. We disclaim all liability with respect to third-party products that I use. Our licensors shall have no liability of any kind under this agreement. I understand and agree that absent my agreement to this limitation of liability, MSDA would not provide Access to the National Profile Website site to me.
8. Termination, Suspension and Expiration
a. Suspension for Prohibited Acts. We may suspend any Public User’s access to the National Profile Website for: (i) use of the MSDA National Profile content in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) use of the MSDA email send service that results in excessive bounce-backs, SPAM notices or requests for removal from a mailing list by recipients, or (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
b. Suspension for Present Harm. If my website, or use of, the MSDA National Profile Website: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the National Profile Website and others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend access to the National Profile Website.
9. General
a. Amendment; No Waiver. MSDA may update and change any part or all of this Terms of Service and Use of Data Agreement. If we update or change this Agreement, a notice of the updated Agreement will be posted on the Home page of the Profile Website at http://www.msdanationalprofile.com.
b. Contracting Entity and Applicable Law.
This Terms of Service and Use of Data Agreement is governed by the laws of the Commonwealth of Massachusetts, U.S.A. without reference to conflicts of law principles. For agreements with MSDA, both parties consent to the exclusive jurisdiction and venue of courts in Boston, Massachusetts, U.S.A. for all disputes arising out of or relating to the Public User’s Access to the MSDA Profile Website.
c. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
d. Actions Permitted. No action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
e. Relationship of the Parties. I and MSDA agree that no joint venture, partnership, employment, or agency relationship exists between us.
f. No Use of Consumers Name for Marketing. Both parties agree not to use the names, logos, or any other marks owned by the other party for marketing or advertising purposes, or on any form of publicly (including in publicly distributed client lists, on websites or in any other promotional materials) without the prior written consent of the other party.
g. Compliance with Laws. We will comply with all U.S. state and federal laws in our provision of Public User’s Access to the National Profile Website. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. I will comply with all laws in my use of the National Profile Website, including any applicable export laws.
h. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
i. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
Medicaid| Medicare| CHIP Services Dental Association (MSDA)
2 Grove Street
Sandwich, MA 02563
MSDA may give electronic notices by general notice and may give electronic notices specific to me by email to my e-mail address (es) on record in our account information for me. MSDA may give notice to me by telephone calls to the telephone numbers on record in our account information for me.
j. Entire Agreement. This Agreement, along with our Privacy Policy and AUP, is the entire Agreement between us for Public User’s Access to the MSDA National Profile Website, and supersedes all other proposals and agreements, whether electronic, oral or written, between us. MSDA objects to and rejects any additional or different terms proposed by me. MSDA’s obligations are not contingent on the delivery of any future functionality or features of the National Profile Website or dependent on any oral or written public comments made by us regarding future functionality or features of the National Profile Website.
k. Assignment. I will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. MSDA may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law.
l. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
m. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If I am located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.
n. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
o. Survival. The following sections shall survive the expiration or termination of this Agreement:, ‘MSDA Proprietary Rights’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Termination, Suspension and Expiration’, and ‘General’.