Terms of Use

BY VIEWING AND ACCESSING THIS MEDASSETS, INC. (“MEDASSETS”, “Us”, “Our” or “We”) WEB SITE AT WWW.MEDASSETS.COM (THE “SITE”), AND/OR USING ANY OF THE MEDASSETS PRODUCTS OR SERVICES AVAILABLE VIA THE SITE, YOU (“YOU” OR “YOUR”) REPRESENT THAT YOU HAVE READ AND UNDERSTOOD THIS ENTIRE AGREEMENT AND YOU AGREE TO ALL THE TERMS OF THIS AGREEMENT (THE “AGREEMENT”), WITHOUT MODIFICATION, INCLUDING ALL DISCLAIMERS, TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS THE CONTENT, FEATURES OR FUNCTIONS OF THIS SITE AND YOUR SOLE AND EXCLUSIVE REMEDY IS TO IMMEDIATELY CEASE USE OF THIS SITE.

MEDASSETS reserves the right to modify this Agreement at any time and material changes shall be effective immediately upon posting to this Site. You acknowledge and agree that it is Your responsibility to access this Site from time to time to check for any modifications to this Agreement.

The terms and conditions governing collection and handling of any information You submit while using this Site are contained in a separate Privacy Policy available at www.medassets.com

LIMITED LICENSE GRANT; REVOCATION OF LICENSE
Subject to the terms and conditions of this Agreement, MEDASSETS grants You a non-exclusive, non-transferable license solely for the purpose of accessing the content, features and functions of the Site in accordance with this agreement. MEDASSETS reserves the right at any time and for any reason it deems sufficient, in its sole discretion, to terminate this Agreement, revoke the licenses granted hereunder, to deny You future access to the Site, or to impose conditions on Your future access, including but not limited to requiring payment of subscription or license fees as a prerequisite for future access.

This site is copyrighted by MEDASSETS. You may not copy or distribute, nor attempt to copy or distribute, the content or features of the Site. You acknowledge and agree that no licenses are granted to you in the intellectual property in the Site, other than expressly stated above.

CERTAIN RESTRICTIONS ON YOUR USE OF THE SITE

You will not do any of the following while using the Site:

Conduct or promote any illegal activities;
Upload, download, distribute or print anything that violates the terms of this Agreement or that may be harmful to minors;
Attempt to reverse engineer or jeopardize the correct functioning of the Site;
Attempt to gain access to secured portions of the Site to which You do not possess access rights;
Upload, submit, or transmit any form of virus, worm, Trojan horse, or other malicious code;
Use the Site to generate unsolicited email advertisements or spam;
Use any automatic or manual process to harvest information from the Site; or
Impersonate another user.

CONTENT CONTRIBUTED VIA THE SITE
Certain areas of the Site may allow you to post content that can be accessed and viewed by others, including the general public. You may only post content on these areas that you created or that you have permission to post. You may not post content that violates the terms of use of this Site as set forth in this Agreement. By submitting content to public areas of the Site, you grant us the right to use, copy, display, perform, distribute, adapt and promote this content in any medium. You understand and agree that MEDASSETS makes no representation about the selection of content submitted by users that is available via the Site. We make no representation that MEDASSETS discloses all submitted content, or that the content posted via the Site represent an exhaustive representation of what MEDASSETS receives via the Site. MEDASSETS makes no representations or warranties about any and all editorial content on the Site. Opinions on the Site are not to be construed as assertions of fact.

You take sole and complete responsibility for any content You submit to the Site in any form, including without limitation comments, feedback, data, information, presentations, graphics, photos, videos, and other communications. You will not upload, submit or otherwise transmit any content that (i) You do not own or to which You do not have the written permission of the owner to upload to the Site, (ii) in any way infringes on the rights of third parties, or (iii) is in any way pornographic, libelous, profane, abusive, harassing, obscene, racist, hateful or invades the privacy rights of another. You represent and warrant that You have the permission of those individuals or entities whose information appears in the content You submit to the Site and that You have obtained the necessary permissions to disclose such information to the general public, and to show any trademarks that may appear in Your content. You are solely responsible for retaining Your own backup copies of any content.

Though We expect all users to adhere by our content policies in this Agreement, You may be exposed through the use of the Site to content that violates our policies or is otherwise offensive. You use the Site at Your own risk. You agree that MEDASSETS is not liable for content that is provided by others. We take no responsibility for Your exposure to content on the Site whether or not it violates our content policies. You understand that the information and any opinions in content uploaded by third parties represent solely the thoughts of the author and is neither endorsed by MEDASSETS nor does it necessarily reflect Our beliefs.

MEDASSETS has no duty to pre-screen content, but we reserve the right to refuse to post or to redact submitted content at our discretion. We reserve the right to remove content for any reason, but we are not responsible for any failure or delay in removing such material. If You believe that Your work has been copied and is accessible on the Site in a way that constitutes copyright infringement, please contact us to report possible copyright infringement including the following information to complianceoffice@medassets.com:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that You claim has been infringed;
A description of where the material that You claim is infringing is located on the Site;
Your address, telephone number, and email address;
A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

YOUR INDEMNIFICATION OBLIGATION
Upon Our request, You agree to defend, indemnify, and hold harmless MEDASSETS, and our respective employees, contractors, officers, directors, and agents from all liabilities, claims and expenses, including attorney’s fees that arise from your use or misuse of the Site. MEDASSETS reserves the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with MEDASSETS in asserting any available defenses.

PRIVACY POLICY
In addition to these terms and conditions, MEDASSETS posts to this Site, from time to time its then-current privacy policies and policies governing acceptable use of the Site and/or content and services available at www.medassets.com. You agree to abide by all such policies, which MEDASSETS may modify in its discretion, and by all applicable laws and regulations. Changes to such policies are effective when posted to the Site.

DISCLAIMERS
CONTENT, FEATURES AND FUNCTIONS OF THIS SITE ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, AND MEDASSETS MAKES NO REPRESENTATIONS AS TO THE SUITABILITY OF THE SITE, ITS CONTENTS, FEATURES OR FUNCTIONS, FOR ANY PURPOSE. MEDASSETS DOES NOT WARRANT THAT THE CONTENT, FEATURES AND FUNCTIONS AVAILABLE ON THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. MEDASSETS DOES NOT WARRANT THAT ITS HARDWARE OR SOFTWARE OR ANY PORTION THEREOF WILL BE FULLY PROTECTED AGAINST MALFUNCTIONS OR SECURITY BREACHES. YOU SHOULD IN NO WAY RELY ON ANY INFORMATION PROVIDED VIA THE SITE; THE INFORMATION AVAILABLE VIA THE SITE IS NOT CONSIDERED FINANCIAL ADVICE AND IS USED SOLELY AT YOUR OWN RISK. YOU SHOULD NOT MAKE ANY INVESTMENT DECISIONS BASED ON OR IN RELIANCE UPON ANY INFORMATION LEARNED VIA THIS SITE, AND MEDASSETS DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR SUCH ACTIVITIES UNDER ANY CIRCUMSTANCES.

EXCEPT AS MAY BE OTHERWISE AGREED IN WRITING BETWEEN YOU AND MEDASSETS, MEDASSETS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY
EXCEPT AS MAY BE OTHERWISE AGREED IN WRITING BETWEEN YOU AND MEDASSETS, IN NO EVENT WILL MEDASSETS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE MEDASSETS SERVICES OR SOFTWARE, OR FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, LOST DATA, OR OTHER LOSSES, EVEN IF MEDASSETS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN THE EVENT THE ABOVE LIMITATION IS NOT ENFORCEABLE IN WHOLE OR IN PART FOR ANY REASON, MEDASSETS SHALL IN NO EVENT BE LIABLE ON ANY GROUND FOR MORE THAN TEN DOLLARS ($10.00 USD).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.

MISCELLANEOUS
This license constitutes the entire agreement between MEDASSETS and You with respect to Your rights to access and use the Site. This Agreement shall be construed and enforced in accordance with the laws of the State of Georgia. Any dispute arising out of this Agreement shall be adjudicated exclusively in the state or federal courts of the State of Georgia, and You consent to personal jurisdiction and venue therein. You agree that no joint venture, partnership, employment, or agency relationship exists between You and MEDASSETS as a result of this Agreement or Your use of or access to the Site. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement shall not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever. You may not assign, sublicense or otherwise transfer any of Your rights hereunder, nor delegate any of Your duties hereunder. MEDASSETS may freely assign, sublicense or transfer its rights or delegate its duties hereunder without notice to You. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement. No waiver by MEDASSETS under this Agreement shall be valid or binding unless set forth in writing and duly executed by MEDASSETS. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of MEDASSETS in any other respect or at any other time. Any delay or forbearance by MEDASSETS in exercising any right hereunder shall not be deemed a waiver of that right.