Terms of Use

BroadStreet Terms of Use

EFFECTIVE DATE: JULY 16, 2018

Notice Regarding Dispute Resolution: These Terms of Use contain provisions that govern how claims you and we may have against each other are resolved (see section 15 Abitration and Distribute Resolution Agreement below), including an agreement and obligation to arbitrate disputes, which will, subject to limited exceptions, require you to submit claims you have against us to binding arbitration. In addition to other terms and conditions, this means that (a) you will only be permitted to pursue claims against us on an individual basis, not as part of any class or representative action or proceeding and (b) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

1. Overview and Acceptance of the Terms of Use

These terms of use are entered into by and between You (a “User“, “Customer“) and BroadStreet Health, LLC. (“BroadStreet“, “Company“, “we“, “our” or “us“). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use“), govern your access to and use of broadstreet.io and my.broadstreet.io, including any content, functionality, software and services offered on or through broadstreet.io or my.broadstreet.io (the “Website” or “services“), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website. Your Use of the Websites and service is conditioned upon your acceptance of these Terms of Use. By using the Website or services provided by BROADSTREET or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use incorporated herein by reference and our Privacy Policy incorporated herein by reference, found at our Terms and Policies incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not and have no right to access or use the Website.

In the event that you or a party authorizing you to access these Sites has entered into any Master Agreement with BroadStreet (“Paper Agreements”) to access the services on these, you and the entity entering into such Paper Agreements are bound by the terms thereof and such terms shall take precedence over any terms conflicting with this Terms of Use, except that BroadStreet reserves the right to amend or update these Terms of Service and their applicability at any time.

To the extent you use the Website or services to upload Personal Health Information, as defined in the Health Insurance Portability and Accessibility Act (HIPAA) you also agree to be bound by the terms of the Business Associate Agreement (BAA).

This Website is offered and available to users who reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract with BroadStreet and meet all of the foregoing eligibility requirements, and if you are using this Website and the services on behalf of any entity, or during the course of your employment or work while engaged as either an employee or independent contractor of such entity, you warrant and represent that you are authorized to bind such entity to such Terms of Use.

If you do not meet all of these requirements, you must not access or use the Website.

2. Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

3. Account Registration and Use

We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for:

  • Making all arrangements necessary for you to have access to the Website.
  • Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information that we request, including e-mail address and creating a password. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by and subject to our Privacy Policy found at our Terms and Policies, any applicable Paper Agreements and Business Associate Agreement, as well as our Use Policy, and you agree to comply with the terms thereof with respect to your use of the Website and services.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

4. Our Proprietary Rights

The Website and Services and its entire contents, features and functionality (including but not limited to all information, software, editorial materials, text, displays, images, video and audio, graphic materials, logos, trademarks and the design, selection and arrangement thereof), are owned by BroadStreet, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

You may upload “Customer Data” which is electronic data and information belonging to or licensed to you and submitted by or for you to the Services or collected and processed by or for you using the services.

Subject to the limited rights expressly granted hereunder, BroadStreet and our licensors reserve and retain all of their right, title and interest in and to services including all of our/their related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

Trademarks

The Company name, the terms BroadStreet, Broadstreet.io, and all related names, logos, product and service names, designs and slogans are trademarks of BroadStreet or its affiliates or licensors. You must not use such marks without the prior written permission of BroadStreet. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

5. License

Upon BroadStreet’s acceptance of your order and for the duration of the period set forth in the such order subscription, BroadStreet grants to you a worldwide, limited-term license, under BroadStreet’s applicable intellectual property rights and licenses, to use the services licensed to you pursuant to the order and these Terms and Conditions, including all documents incorporated by reference.

In order to provide the services, you grant BroadStreet a worldwide, limited-term license to access its data (including, without limitation, Customer Data as well as data from permitted public sources), networks and systems for the purposes of providing services, whether owned or operated by Customer or by third parties contracting with Customer, host, copy, analyze, transform transmit and display Customer Data as necessary for BroadStreet to provide the services in accordance with these Terms and Conditions. Subject to the limited licenses granted herein, BroadStreet acquires no right, title or interest from you or our licensors in or to Customer Data.

Notwithstanding the foregoing the following limited licenses are hereby granted:

  1. You grant to BroadStreet a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the services any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the operation of services; and
  2. BroadStreet grants You an irrevocable, world-wide, royalty free license to the format and organization of the filtered and organized reports and graphics created as a result of using the service (“Reports”) provided that Customers use may not violate our Use Policy and all Reports created as a result of using the services or references to such Reports must contain a clear and conspicuous attribution, in font no smaller than one font size less than that of the surrounding text, to BroadStreet as the source for such Reports in the form of “Powered by BroadStreet” or “Data analysis provided by BroadStreet” or other such similar reference.

BroadStreet reserves the right to reduce, limit or throttle the number of users, amount of data, access or throughput in connection with services in order to protect the stability and security of the Website or services as long as i) BroadStreet notifies You so they may work together to address the issue and ii) it does not affect the core functionality of service. BroadStreet reserves the right, in its sole discretion to alter or delete any functionality contained in services at any time.

6. Online Purchases and Other Terms and Conditions

You must pay all subscriptions fees, purchase price of goods and services, or transactions fees relating to your use of the Website (“Fees”).

All Fees are payable in advance and in the manner set forth in this Terms of Use or the order form associated with the purchase of products or services (“Order Form”), or any Paper Agreement or Business Associate Agreement (all such payment terms referred to herein, collectively and individually, as the “Payment Terms”). All fees are non-refundable.

A valid credit card is required to be kept on file for all subscription fees or other recurring fees. The credit card will be charged for all Fees in advance. All subscription or recurring fees will be charged on a schedule described on the Order Form, as well as in the Payment Terms.

Any renewal of subscriptions shall not be effective until the fees for such renewal have been paid in full.

Taxes, including but not limited to state use taxes, may apply to any Fee and must be paid in compliance with the Paper Agreements. Taxes will be listed on the Order Form at checkout.

BROADSTREET reserves the right to change prices, modify services associated with the Website, or discontinue services associated with the Website at any time.

Additional terms and conditions may also apply to specific portions, services or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

Cancellation and Termination

If either party terminates a subscription or other recurring fee, product, or service, the subscription, fee, product or service will be terminated at the end of the period that has already been paid for. Any outstanding balance will be due upon the notice of cancellation and termination.

7. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website 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.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE BROADSTREET NOR ANY PERSON ASSOCIATED WITH THE BROADSTREET MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE BROADSTREET NOR ANYONE ASSOCIATED WITH BROADSTREET REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE 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 WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

BROADSTREET HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8. Limitation of Liability

EXCEPT FOR ANY CLAIM ARISING FROM ANY INDEMNITY OBLIGATIONS, OR A BREACH BY EITHER PARTY OF ANY CONFIDENTIALITY OBLIGATIONS, BROADSTREET’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN MEDIATION, ARBITRATION OR IN ANY OTHER FORUM WILL EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE INCIDENT. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT ANY PAYMENT OBLIGATIONS OF CUSTOMER.

IN NO EVENT WILLBROADSTREET, ITS AFFILIATES OR THEIR 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 WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, 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 WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9. Indemnity

SUBJECT TO, AND EXPRESSLY MADE SUBORDINATE TO, THE TERMS OF INDEMNIFICATION IN ANY PAPER AGREEMENT, ORDER FORM, OR ANY BUSINESS ASSOCIATE AGREEMENT YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS BROADSTREET ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES OR FEES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO YOUR VIOLATION OF THESE TERMS OF USE OR YOUR USE OF THE WEBSITE, INCLUDING, BUT NOT LIMITED TO ANY USE OF THE WEBSITE’S CONTENT, SERVICES AND PRODUCTS OTHER THAN AS EXPRESSLY AUTHORIZED IN THESE TERMS OF USE OR YOUR USE OF ANY INFORMATION OBTAINED FROM THE WEBSITE.

10. Third-Party Links and Services

If the Website contains 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 this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

11. Termination

These Terms of Use are effective unless and until terminated by you or us. BroadStreet has the right to:

  • Terminate, suspend or deny your access to all or part of the Website or Services for any or no reason in our sole and absolute discretion, including without limitation, any violation of these Terms of Use.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
  • BroadStreet reserves the right at any time

Survival

This Section and Sections 4 (Our Proprietary Rights), 5 (License), 6 (Online Purchases and Other Terms and Conditions), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnity), 12 (Legal Compliance), 13 (Mandatory Arbitration), 14 (Controlling Law and Severability), API, 15 (Arbitration and Dispute Resolution Agreement), and 16 (Confidentiality) survive any termination or expiration of this Agreement.

12. Legal Compliance

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS BROADSTREET AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. Any such compliance or cooperation will be in accordance with our obligations as stated in our Privacy Policy.

Accordingly, except as set forth in our Privacy Policy, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

13. Mandatory Arbitration

At BroadStreet’s sole discretion, it may require You to submit any disputes arising from the use of these Terms of Use or the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Wisconsin law. See Section 15 Arbitration and Dispute Resolution Agreement for more information.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

14. Controlling Law and Severability

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule (whether of the State of Wisconsin or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Wisconsin in each case located in the City of Milwaukee although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

15. Arbitration and Dispute Resolution Agreement

Please Read This Following Clause Carefully—It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court

15.1 Initial Dispute Resolution. We are available by phone at 217-419-6645 or email at hello@broadstreet.io to address any concerns you may have regarding your use of the Site. Most concerns may be quickly resolved in this manner. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

15.2 Agreement to Binding Arbitration. If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant to section 15.1 above, then either party may initiate BINDING ARBITRATION. SUBJECT TO THE TERMS OF SECTION 15.1, EXCLUDING ANY RULES OR PROCEDURES GOVERNING OR PERMITTING CLASS ACTIONS. ALL CONTESTED MATTERS ARISING FROM AN ALLEGED BREACH OF THE TERMS OF THIS AGREEMENT OTHER THAN BREACH OF CONFIDENTIALITY OBLIGATIONS AND EACH PARTY’S INDEMNITY OBLIGATIONS SHALL BE DETERMINED BY BINDING ARBITRATION IN MILWAUKEE, WISCONSIN, USA BEFORE THREE ARBITRATOR(S). THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. THE ARBITRATOR, AND NOT ANY FEDERAL, STATE OR LOCAL COURT OR AGENCY, SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE DISPUTES, AS SET FORTH IN THIS SECTION 15.2, ARISING OUT OF OR RELATING TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY OR FORMATION OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO ANY CLAIM THAT ALL OR ANY PART OF THIS AGREEMENT IS VOID OR VOIDABLE IN ACCORDANCE WITH THOSE RULES, JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION. WITHIN 15 DAYS AFTER THE COMMENCEMENT OF ARBITRATION, EACH PARTY SHALL SELECT ONE PERSON TO ACT AS ARBITRATOR, AND THE TWO SO SELECTED SHALL SELECT A THIRD ARBITRATOR WITHIN 30 DAYS OF THE COMMENCEMENT OF THE ARBITRATION. IF THE ARBITRATORS SELECTED BY THE PARTIES ARE UNABLE OR FAIL TO AGREE UPON THE THIRD ARBITRATOR WITHIN THE ALLOTTED TIME, THE THIRD ARBITRATOR SHALL BE APPOINTED BY JAMS IN ACCORDANCE WITH ITS RULES. ALL ARBITRATORS SHALL SERVE AS NEUTRAL, INDEPENDENT AND IMPARTIAL ARBITRATORS. THE PARTIES SHALL BE ENTITLED TO DISCOVERY UNDER THE JAMS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. IN ANY ARBITRATION ARISING OUT OF OR RELATED TO THIS AGREEMENT, EACH SIDE MAY TAKE THREE (3) DISCOVERY DEPOSITIONS. EACH SIDE’S DEPOSITIONS ARE TO CONSUME NO MORE THAN A TOTAL OF FIFTEEN (15) HOURS. THERE ARE TO BE NO SPEAKING OBJECTIONS AT THE DEPOSITIONS, EXCEPT TO PRESERVE PRIVILEGE. THE TOTAL PERIOD FOR THE TAKING OF DEPOSITIONS SHALL NOT EXCEED SIX (6) WEEKS. THE PARTIES ADOPT AND AGREE TO IMPLEMENT THE JAMS OPTIONAL ARBITRATION APPEAL PROCEDURE (AS IT EXISTS ON THE EFFECTIVE DATE OF THIS AGREEMENT) WITH RESPECT TO ANY FINAL AWARD IN AN ARBITRATION ARISING OUT OF OR RELATED TO THIS AGREEMENT.

THE ARBITRATOR SHALL BE EMPOWERED TO GRANT WHATEVER RELIEF WOULD BE AVAILABLE IN COURT UNDER LAW OR IN EQUITY. THE ARBITRATOR’S AWARD SHALL BE FINAL AND BINDING ON THE PARTIES AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION, SUBJECT TO REVIEW IN ACCORDANCE WITH APPLICABLE STATUTES GOVERNING ARBITRATION AWARDS. THE INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT.

THE PARTIES UNDERSTAND THAT, ABSENT THIS MANDATORY PROVISION, THEY WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. THEY FURTHER UNDERSTAND THAT, IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COSTS OF LITIGATION AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT.

15.3 Class Action and Class Arbitration Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above in section 15.2 (Agreement to Binding Arbitration) shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

15.4 Exception – Small Claims Court Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

15.5 Exception – California Private Attorneys General Act (PAGA) Action. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a court of law for a claim arising under California’s Private Attorneys General Act where such jurisdiction exists.

15.6 Exclusive Venue for Litigation. To the extent that the arbitration provisions set forth in section 15.2 do not apply, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in Milwaukee, Wisconsin (except for small claims court actions which may be brought in the county where you reside). The parties expressly consent to exclusive jurisdiction in Milwaukee, Wisconsin for any litigation other than small claims court actions.

16. Confidentiality

From time to time during the Term of this Agreement, one party (the “Disclosing Party“) may disclose or make available to the other party (the “Receiving Party“) confidential information, and all such disclosures shall be subject to the following terms and conditions:

16.1 Definition of Confidential Information.Confidential Information” means all information disclosed by the Disclosing Party to the other Receiving Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall include, without limitations, any (a) information, ideas or materials of a technical or creative nature, such as research and development results, designs and specifications, roadmaps, computer source and object code, patent applications, and other materials and concepts relating to the Disclosing Party’s products, services, processes, technology or other intellectual property rights; (b) information, ideas or materials of a business nature, such as non-public financial information; information regarding profits, costs, marketing, purchasing, sales, customers, suppliers, contract terms, employees and salaries; product development plans; business and financial plans and forecasts; and marketing and sales plans and forecasts; (c) all personal property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints and other documents or materials, or copies thereof, received from Disclosing Party in the course of Company’s rendering of Services, including, without limitation, records and any other materials pertaining to Work Product; and (d) the terms and conditions of any Paper Agreement, including all Statements of Work, or any Business Associate Agreement. Company and Customer Trade Secrets shall be considered Confidential Information. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

16.2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement pursuant to which the Confidential Information was disclosed or outside the scope of any other Agreement to which the Services pertain, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of any Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 16.2. “Affiliates” shall mean Customer or Company as applicable, and their subsidiaries, parents, and companies co-owned by parents as well as their employees, contractors, officers, directors, agents, attorneys and accountants.

16.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If a protective order or similar order is not obtained by the date by which the Receiving Party must comply with the request, the Receiving Party may furnish that portion of the Confidential Information that, in the reasonable and professional judgment of its legal counsel, it is legally required to furnish. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

16.4. Injunctive Relief. The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.

17. General Terms

Feedback and Suggestions

If you provide feedback or suggestions we may use that information without any obligation to you.

Entire Agreement

Unless replaced or superseded by a Paper Agreement, The Terms of Use, Use Policy and our Privacy Policy, together with any Order Forms, and Business Associate Agreement (if applicable), constitute the sole and entire agreement between you and broadstreet.io with respect to the Website and Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website and Services.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing. We may notify you by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). You must notify BroadStreet by certified or registered mail (in each case, return receipt requested, postage pre-paid). All Notices sent to BroadStreet must be sent to our physical address:

BroadStreet Health, LLC
Technology Innovation Center
10437 W Innovation Drive, Suite B34
Milwaukee, WI 53226

You agree to receive electronic communication and notices from BroadStreet.

Except as otherwise provided in these Terms of Use, a Notice is effective only: (i) upon receipt by the receiving party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

Periodic Revisions and Amendments

You agree that we may modify the terms of these Terms of Use in our sole discretion at any time. If we do so, we will notify you by email at the address you have provided to us and/or by posting a notice on our homepage for thirty (30) consecutive days in advance of the effective date of any modification to this Agreement. You agree that it shall be your responsibility to log on to this website at least once every thirty (30) days, review any email you may receive from us and notify us at hello@broadstreet.io promptly in the event you change email accounts or if you would prefer to receive notices from us at a different account from the one you are presently using. Otherwise it will be your responsibility and obligation to check the legal section of this website whenever you access this site, to determine if there have been any changes to this Agreement. Your continued use of the Website and the Services will be deemed to be your acceptance of any changes to any Terms of Use. You agree and understand that we reserve the right to unilaterally terminate your access privileges or otherwise deny you access to this site in the event that you decline to be bound by any proposed modifications to this Agreement.

Relationship of the Parties

The parties are and shall be independent contractors with respect to all services provided under this Agreement.

Privileges Nontransferable

Your access privileges may not be transferred by you to any third parties. You further agree not to disclose to anyone your confidential password.

Assignment

You may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of BroadStreet, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment [or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning or delegating party of any of its obligations hereunder.

Force Majeure

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement [(except for any obligations to make payments to the other party hereunder)], when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The party suffering a Force Majeure Event shall give notice within 60 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.

US Government Rights

Each of the Documentation and the software components that constitute the Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

Term

These Terms of Use shall remain in force for so long as any of the following apply: you are receiving the Services; you are a party to any Business Associate Agreement, Paper Agreement or Order; or you are authorized to access this website. You agree that in the event you decide to terminate this Agreement or if your access privileges are suspended or terminated you shall continue to be bound by all obligations set forth in this Agreement including, but not limited to, those contained in sections 4 (Our Proprietary Rights), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnity), 13 (Mandatory Arbitration), 14 (Controlling Law and Severability), API, and 15 (Arbitration and Dispute Resolution Agreement), for a period of five (5) years or until the expiration of all applicable statute of limitations periods, whichever is longer. Except as otherwise provided in this section, you will not be bound by any modifications to this Agreement which may take effect after such time as you or we terminate our contractual relationship.

18. Questions

If you have any questions, please contact us at:

Technology Innovation Center
10437 W. Innovation Drive
Suite B34
Milwaukee, WI 53226
or
217-419-6645
or
hello@broadstreet.io

© 2019 BroadStreet