Last Modified March 23, 2022
These Website Terms of Use (these “Terms of Use”) govern your use of the website of Managed Markets Insight & Technology, LLC, a Delaware limited liability company (“MMIT”), including MMIT’s RJ Health, Zitter Insights and AIS Health divisions, the URL for which website is www.mmitnetwork.com (the “Website”). You agree that all references to “you” and “your” in these Terms of Use apply both to you individually and to any entity you may represent in connection with your use of the Website.
THESE TERMS OF USE INCLUDE IMPORTANT LEGAL PROVISIONS THAT DEFINE ALL RIGHTS AND OBLIGATIONS REGARDING THE WEBSITE, INCLUDING PROVISIONS BY WHICH YOU WAIVE YOUR RIGHT TO A JURY TRIAL. PLEASE CAREFULLY READ THESE TERMS OF USE, INCLUDING THE PRIVACY POLICY INCORPORATED HEREIN, PRIOR TO USING THE WEBSITE. YOUR USE OF THE WEBSITE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS OF USE.
- Right to Amend. You acknowledge and agree that MMIT may amend these Terms of Use, including any policy incorporated herein, at any time and from time to time, without notice to you. Following any such amendment, these Terms of Use, as so amended, shall govern any subsequent use by you of the Website.
- Privacy Policy; Information Collection.
(a) Your use of the Website is subject to the terms of the MMIT privacy policy (the “Privacy Policy”), which is hereby incorporated into and made a part of these Terms of Use. In the event of a conflict between any provision of these Terms of Use and the Privacy Policy, the provisions of the Privacy Policy shall control.
(b) You acknowledge and agree that MMIT may collect information about your use of the Website for various purposes, including to improve the Website and/or to protect the security of the Website and other users thereof. All such information collected by MMIT shall be governed by the Privacy Policy.
- Your Representations and Warranties. By using the Website, you are representing and warranting to MMIT, on a continuing basis, that: (a) you are at least 18 years old; (b) you have the legal capacity and authority to enter into and comply with these Terms of Use; and (c) all information that you may provide to MMIT in connection with your use of the Website, including in connection with the submission of any User Feedback (as defined in Section 7), is and shall remain accurate in all respects.
- General Rules Regarding Use of Website. As a condition to using the Website, you hereby agree to comply with all applicable local, state, national, provincial and international laws, treaties and regulations in connection with such use. You further agree not to do any of the following: (a) gain or attempt to gain unauthorized access to the Website (including any restricted sections thereof) or any related system or network, including by impersonating any other individual or entity or by creating a false identity or account; (b) establish a link to the Website in such a way as to suggest to any third party any form of association, approval or endorsement on the part of MMIT; (c) falsely imply any sponsorship or other relationship with MMIT; (d) use the Website in any unlawful manner, including, without limitation, (i) in violation of any person’s privacy rights, (ii) to abuse, harass or defame any individual or entity, (iii) to transmit or send unsolicited communications, or (iv) to post, transmit, send, upload, link to or store any content that infringes upon any third party’s intellectual property rights; (e) use the Website to post, transmit, send, upload, link to or store any content that is unlawful, abusive, obscene, hateful, racist or discriminatory; (f) use the Website to post, transmit, send, upload, link to or store any viruses, cancel bots, malware, Trojan horses, time bombs or any other harmful software or any tracking cookies; (g) use the Website in any manner that interferes with or disrupts the integrity or performance of the Website or any related system or network or attempt to damage or interfere with any of the foregoing by any method, including, without limitation, flood pings, denial of service attacks, packet or IP spoofing, forged routing or other information or similar methods or technology; (h) attempt to decipher, decompile, reverse-engineer, disassemble, reproduce or copy or otherwise access or discover the source code or underlying program of any software used in or in connection with the Website; (i) copy, display, distribute, create derivative works from or misappropriate or misuse in any manner the Website or any of the contents thereof; (j) use or try to use the Website in violation of these Terms of Use; or (k) assist any third party in any of the foregoing.
- Intellectual Property Rights of MMIT. MMIT retains the exclusive right, title and interest in and to all intellectual property, including, without limitation, all patents, inventions, copyrights, trademarks, trade names, service marks, trade dress, domain names, trade secrets, know-how, and all other intellectual property and/or proprietary rights, in or relating to the Website and the contents and components thereof. All such intellectual property and such intellectual property and/or proprietary rights are protected by applicable law, including, without limitation, applicable copyright laws and treaties throughout the world. You hereby acknowledge and agree that you are not permitted to reproduce in any manner the Website or any contents or components thereof, prepare derivative works from the Website or any contents or components thereof or use the Website or any contents or components thereof for any purpose other than as expressly permitted by these Terms of Use.
- Trademarks, Service Marks, Logos, etc. The MMIT trademarks, service marks, graphics, logos and slogans used on, in or in connection with the Website are the exclusive property of MMIT and may not be copied, imitated or used, in whole or in part, without the express prior written permission of MMIT. You may not use any metatags or any other “hidden text” utilizing the name “MMIT” or any other name, trademark, service mark or product or service name of MMIT without the express prior written permission of MMIT. The look and feel of the Website, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark and/or trade dress of MMIT and may not be copied, imitated or used, in whole or in part, without the express prior written permission of MMIT. Other trademarks, service marks, trade names, product and service names and company names and logos used on, in or in connection with the Website are the property of their respective owners.
- User Feedback. You may be requested or permitted to provide recommendations, reviews or other similar feedback on the Website, MMIT and/or products or services provided by MMIT (collectively, “User Feedback”). You represent and warrant to MMIT that any User Feedback you submit to MMIT will be accurate, will comply with all applicable laws and regulations and will not violate any intellectual property or other rights of any third parties. By providing any User Feedback to MMIT, you thereby grant to MMIT and the other members of the MMIT Group (as defined in Section 9(b)) an irrevocable, perpetual, worldwide, royalty-free, transferable and sublicensable license to incorporate such User Feedback into the Website and/or any products or services provided by MMIT and/or to reproduce, display, publicize and otherwise use such User Feedback for any purpose deemed reasonable by MMIT. In the event any User Feedback you submit is in the form of a review or endorsement of MMIT, the Website and/or any products or services provided by MMIT, such license shall include the right to publish such User Feedback on the Website and/or in any promotional materials of MMIT and the other members of the MMIT Group and to use your name in connection therewith. You hereby agree that, by submitting any User Feedback, you irrevocably and fully waive any and all moral rights, privacy rights, rights of publicity and any other similar rights you may have in and to such User Feedback.
- Reservation of Rights by MMIT. MMIT reserves the right at any time, in its sole discretion, to change, suspend, remove or disable access to, or to impose limits on the use of or access to, the Website or any feature or part thereof, with or without notice to you, all without any liability to you. MMIT is not responsible for typographical errors on the Website.
- DISCLAIMERS; NO LIABILITY FOR CERTAIN DAMAGES. CERTAIN JURISDICTIONS MAY PROHIBIT OR LIMIT THE APPLICATION OF CERTAIN OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9, WITH THE RESULT THAT SUCH DISCLAIMERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY IN THEIR ENTIRETY TO ALL WEBSITE USERS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU HEREBY ACKNOWLEDGE AND AGREE TO ALL THE FOLLOWING DISCLAIMERS AND LIMITATIONS OF LIABILITY:
(A) MMIT PROVIDES THE WEBSITE ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. MMIT DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, THE USE THEREOF OR THE INFORMATION CONTAINED THEREIN (I) WILL BE UNINTERRUPTED OR SECURE; (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS; (III) WILL MEET YOUR REQUIREMENTS; OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE USED BY YOU.
(B) MMIT MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE WEBSITE AND, ON BEHALF OF ITSELF AND ITS AFFILIATES AND THEIR RESPECTIVE EQUITY OWNERS OR HOLDERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES (COLLECTIVELY, THE “MMIT GROUP”), HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE WEBSITE.
(C) NEITHER MMIT NOR ANY OTHER MEMBER OF THE MMIT GROUP SHALL BE LIABLE FOR ANY CLAIMS, DAMAGES OR LOSSES ARISING FROM ANY USE (INCLUDING USE OF THE RESULTS THEREOF), MISUSE OR RELIANCE ON THE WEBSITE, OR FROM ANY INABILITY TO USE, INTERRUPTION, SUSPENSION OR TERMINATION OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY INABILITY TO USE, INTERRUPTION, SUSPENSION OR TERMINATION OF THE WEBSITE DUE TO ANY SYSTEM OR SOFTWARE FAILURE, NETWORK ATTACK, OTHER TECHNICAL ISSUES OR SCHEDULED OR UNSCHEDULED MAINTENANCE.
(D) MMIT, ON BEHALF OF ITSELF AND THE OTHER MEMBERS OF THE MMIT GROUP, HEREBY DISCLAIMS ALL RESPONSIBILITY FOR ALL USER FEEDBACK THAT MAY BE INCLUDED ON THE WEBSITE OR IN ANY PROMOTIONAL MATERIALS OF MMIT OR ANY OTHER MEMBER OF THE MMIT GROUP AND FOR ALL OTHER THIRD-PARTY CONTENT THAT MAY BE INCLUDED ON THE WEBSITE OR IN ANY SUCH PROMOTIONAL MATERIALS.
(E) THE WEBSITE CONTAINS LINKS TO WEBSITES of PARTIES OTHER THAN MMIT. The inclusion of links to such third-party websites is for your information only and does not imply any sponsorship, affiliation or endorsement of such websites or THEIR contents on the part of MMIT. MMIT MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO, AND HEREBY DISCLAIMS ALL RESPONSIBILITY FOR, ANY CONTENT INCLUDED ON ANY THIRD-PARTY WEBSITE. You acknowledge and agree that, if you enter any such third-party website, you will be subject to the terms of service or use and the privacy policy of such third-party website, and that it is your sole responsibility to carefully review such terms of service or use and privacy policy.
(F) IN NO EVENT, AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL MMIT OR ANY OTHER MEMBER OF THE MMIT GROUP BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUES, GOODWILL, REPUTATION, BUSINESS OR OPPORTUNITIES AND/OR DELAY DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, EVEN IF MMIT OR ANY OTHER MEMBER OF THE MMIT GROUP WAS ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
- Cap on Damages. To the fullest extent permitted by applicable law, the aggregate, cumulative liability of MMIT and the other members of the MMIT Group to you with respect to all claims you may have at any time and from time to time against MMIT and the other members of the MMIT Group arising out of or in connection with the Website (including, without limitation, your use, inability to use or results of use of the Website) and/or under these Terms of Use shall not exceed $100.00. The foregoing limitation of liability reflects an informed, voluntary allocation between you and MMIT of the risks (known and unknown) that may exist in connection with the Website and these Terms of Use.
- Indemnification. To the fullest extent permitted by applicable law, you hereby agree to indemnify, defend and hold MMIT and the other members of the MMIT Group harmless from and against, and to promptly reimburse MMIT and the other members of the MMIT Group for, any and all claims, investigations, liabilities, actions, demands, losses, damages, penalties, fines and other costs and expenses (including, without limitation, reasonable attorneys’ fees, experts’ fees, investigation costs, remediation costs and settlement costs) asserted against or incurred by any of them arising out of or relating to (a) your use of the Website; (b) breach of any representation and warranty made by you to MMIT; (c) any violation of these Terms of Use by you; (d) your actual or alleged violation of any applicable law or regulation; (e) your actual or alleged violation of any intellectual property or other rights of MMIT or any third party; (f) any inaccuracy or incompleteness of any information provided by or on behalf of you to MMIT; and/or (g) any User Feedback or other content or information that you submit to MMIT.
- No Waiver. No delay or failure on the part of MMIT in exercising any legal right or remedy it may have against you shall be deemed to constitute a waiver of such right or remedy. In addition, no partial exercise by MMIT of any legal right or remedy it may have against you shall preclude the further exercise by MMIT of such right or remedy or its exercise of any other right or remedy it may have against you.
- Force Majeure. You expressly acknowledge and agree that MMIT will not be liable to you under any legal theory for any failure to perform or delay in performing any obligation to you, whether under these Terms of Use or otherwise, which failure or delay is caused directly or indirectly by a force majeure event, including, without limitation, any act of God, accident, fire, strike or other labor dispute, riot, insurrection, war, epidemic or pandemic, governmental action or refusal to act, telecommunications or power failure, failure or unavailability of any software, hardware, data or network, any exchange or market ruling or any other cause beyond the reasonable control of MMIT.
- Governing Law; Jurisdiction and Venue. Any dispute, controversy or claim arising out of or relating in any way to (a) the Website; (b) these Terms of Use, including the interpretation or enforcement hereof; (c) any alleged breach of or default under any provision of these Terms of Use or any misrepresentation made in connection with the Website or these Terms of Use; or (d) any communication or other interaction between you and MMIT or any other member of the MMIT Group with respect to the Website or these Terms of Use (each, a “Dispute”) shall be governed by Pennsylvania law, without regard to its conflicts of law provisions. You hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in Allegheny County, Pennsylvania, and agree that you shall bring any Dispute or legal action arising out of or relating to the Website and/or these Terms of Use only in such courts. You hereby irrevocably waive any claim that any legal proceeding brought in any such court has been brought in an inconvenient forum or that the venue of such proceeding is improper.
- WAIVER OF RIGHT TO TRIAL BY JURY. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE OR LEGAL ACTION ARISING OUT OF OR RELATING TO THE WEBSITE AND/OR THESE TERMS OF USE.
- Equitable Relief. You agree that MMIT and the other members of the MMIT Group shall have the right to seek injunctive or other equitable relief in the Pennsylvania state courts sitting in Allegheny County, Pennsylvania, or the U.S. District Court for the Western District of Pennsylvania, to enforce these Terms of Use, to prevent unauthorized disclosure or use of any confidential information of MMIT or any other member of the MMIT Group and/or to prevent infringement of any intellectual property or other rights of MMIT, any other member of the MMIT Group or any third party, without being required to post a bond or other security or to prove actual damages.
- Prevailing Party. In the event of any Dispute, the prevailing party (as that term is commonly defined by the prevailing common and/or statutory law in the applicable jurisdiction) shall be entitled to recover its costs of suit, which costs shall include, without limitation, all reasonable attorneys’ fees and expenses incurred by the prevailing party in connection with such Dispute.
- Time Limit to File Claims. You expressly agree that, except where applicable law prescribes a shorter applicable statute of limitations or prohibits shortening the otherwise-applicable longer statute of limitations, you must file any claim or legal action of any kind arising in connection with or relating in any way to (a) the Website or any communication or other interaction between you and MMIT or any other member of the MMIT Group relating thereto; (b) these Terms of Use; and/or (c) any act (or failure to act) on the part of MMIT or any other member of the MMIT Group or you in connection with any of the foregoing within, in each such case, one year after the event, circumstances or other facts giving rise to such claim or legal action. Notwithstanding the foregoing, if the law in the applicable jurisdiction has a “discovery rule,” whereby accrual of a claim is deferred, which is applicable to one or more claims, then the applicable limitation period specified in this Section 18 shall begin running from the date of accrual of such claim or claims as determined by the law of the applicable jurisdiction. If this Section 18 is determined to be unenforceable as to any particular claim or claims under the law of the applicable jurisdiction, it nevertheless shall remain fully enforceable as to all other claims.
- Severability. If, in connection with any Dispute, any provision of these Terms of Use is determined by any court of competent jurisdiction to be invalid, illegal or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality or unenforceability, or, if that is not possible, such provision shall, to the extent of such invalidity, illegality or unenforceability, be severed from these Terms of Use as applied to such Dispute, and the remaining provisions of these Terms of Use shall remain in effect with respect to such Dispute.
- Survival. All provisions of these Terms of Use shall survive any removal or other discontinuation of the Website until the expiration of the last-applicable statute of limitations.
- Assignment. You are not permitted to assign these Terms of Use or assign any of your rights or delegate any of your obligations hereunder, whether voluntarily or involuntarily, and any such assignment or delegation shall be void and of no force or effect. MMIT has the unlimited right to assign these Terms of Use and/or any or all of its rights and obligations hereunder. These Terms of Use shall be binding upon and inure to the benefit of you and your successors and shall be binding upon and inure to the benefit of MMIT and its successors and assigns.
- No Relationship with MMIT. Your use of the Website does not establish any relationship between MMIT and you, including, without limitation, that of agent and principal, employer and employee, franchisor and franchisee, joint venturers or partners.
- Further Assurances. You agree to execute and deliver such other documents and take such other actions as MMIT may reasonably request as required for you to fully perform your obligations under these Terms of Use and/or to enable MMIT to fully exercise its rights and remedies hereunder.
- Third-Party Beneficiaries. The other members of the MMIT Group are intended third-party beneficiaries of the User Feedback, disclaimer, limitation of liability, indemnification, equitable relief, prevailing party and claim time limit provisions of these Terms of Use.
- Construction. The rule of construction that ambiguities in a contract are to be construed against the drafter shall not be invoked or applied in any dispute regarding the meaning or interpretation of any provision of these Terms of Use.
- Headings. The headings of the sections of these Terms of Use are inserted solely for convenience of reference. They are not intended to and shall not define, limit, extend or aid in the construction of the scope, extent or intent of these Terms of Use in any way.
- Reservation of Rights. Any rights not expressly granted to you by the foregoing provisions of these Terms of Use are reserved to MMIT.
- Reservation of Rights. Entire Agreement. These Terms of Use, including the Privacy Policy incorporated by reference herein, constitute the entire agreement between MMIT and you with respect to the subject matter hereof and supersede any and all prior or contemporaneous agreements and understandings, whether written or oral, between MMIT and you with respect to such subject matter.
