BHCOE Strategic Benchmark Reports Terms and Conditions

BHCOE Benchmark Survey and Report

Terms & Conditions

Effective: April 15, 2021

1. Welcome!

Welcome to BHCOE, and thank you for your interest in the BHCOE Benchmark Report (“Benchmark Report“) or for participating in the BHCOE Benchmark Report Survey (“Survey“). Please read these Terms and Conditions (Terms“) carefully.

By purchasing or accessing Benchmark Report, or submitting Survey responses, you agree to these Terms. If you do not agree to these Terms, you may not access the Benchmark Report or participate in the Survey.

2. Additional Terms

These Terms incorporate our Terms of Use and Privacy Policy, including their defined terms. When your agreement to these Terms, you also agree to our Terms of Use and acknowledge our Privacy Policy.

The Benchmark Report, Survey, and our related services may use, link to, or incorporate third-party software, services, or content. These Terms do not apply to your use of any software, service, or content provided by third parties, and your use of those third-party sites and services may be subject to the terms of use and privacy policies applicable to that site or service. You acknowledge and agree that we are not responsible for the availability or accuracy of the third-party site or service or the content they provide. We do not endorse any third-party sites, services, or content.

3. Use of Survey Information

You may provide certain information for our use in the Benchmark Report through your participation in the Survey. We use data and other information you provide in the Survey to create the Benchmark Report, generate information regarding behavioral health practices, our members, and our service organizations, as well as to generate aggregated statistics or de-identified data, create research reports, create and maintain databases, and for other lawful uses related to the Benchmark Report, or our other products and services (the “Permitted Uses“).

We make commercially reasonable efforts to ensure that: (a) Survey respondent identifying information and other identifying fields are not made available to any third parties; (b) Survey data is protected from any access, use, disclosure, modification, or processing other than that which is necessary in connection with the Permitted Uses; and (c) any Survey responses made available through the Benchmark Report will not identify any member, practice, or practitioner, however, we may not review or moderate all survey responses before making such responses available. You agree not to provide any information in any Survey responses or that directly identifies you, or any other member, practice, or practitioner. We do not provide, and expressly disclaim, any guarantee of anonymity or confidentiality, or that our services will remain secure. We may disclose or process any information collected under these terms to our personnel, service providers, or as necessary to comply with law or protect our rights or those of other individuals.

4. Our License to Survey Responses

By sending or transmitting to us any Survey responses, you represent and warrant that (a) you have any necessary right, title, and interest in and to the Survey responses which may be necessary for us to use those Survey responses for the Permitted Uses and as provided in these Terms; (b) that you have the necessary permissions, consents, or licenses submit the Survey responses, and that doing so will not violate any law or the rights of any person or entity; and (c) grant us and our designees a worldwide, perpetual, non-exclusive, sub-licensable (through multiple tiers), assignable, transferable, royalty-free, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, edit, add content and logos to, publicly perform, modify, adapt, publicly display, digitally perform, make, have made, sell, offer for sale and import such Survey responses in any and all media or through any and all means, now known or hereafter developed, in connection with the Permitted Uses, without compensation to you or any other party.

5. Your License to BHCOE IP

The Benchmark Report, the Survey, or any related services, and all data, trade secrets, copyrightable content, or other intellectual property comprising or embodied in the Benchmark Report, the Survey, or any related services, including any text, graphics, logos, button icons, images, audio clips, digital downloads, compilations, and software therein (“BHCOE IP“), is the property of BHCOE or its licensors. United States and international copyright and other applicable laws protect the BHCOE IP.

We grant you a limited license to access and make personal use of the BHCOE IP, solely as made available or provided to you by BHCOE. You may not download or modify the BHCOE IP, attempt to derive, create derivative works from, or otherwise exploit or any portion of any BHCOE IP, except with our prior express written consent. You may not use any data mining, extraction, reverse engineering tools, or other tools, or engage in any other conduct intended to circumvent any limitations on the access to the BHCOE IP that we grant you, or derive or attempt to derive any information about any member, practice, or practitioner. You may not, without the prior express written consent of BHCOE, reproduce, duplicate, copy, sell, resell, perform, transmit, or otherwise exploit for any commercial purpose, any part of the BHCOE IP. You may not frame or utilize re-display techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of BHCOE without express written consent. You may not use any meta-tags or any other “hidden text” utilizing BHCOE’s name or trademarks without the express written consent of BHCOE. You may not use any BHCOE marks in any manner without BHCOE’s prior express written permission.

6. Fees and Costs.

We reserve the right, in our sole discretion, to make some or all of the Benchmark Report, Survey, and related services available for use by our members or to the public, for a fee, or at no cost. Any fees for the Benchmark Report (“Fees“) will be set out on our website or in other pricing documentation made available through our services or to you from time to time. BHCOE Members may receive discounted rates in the amount and manner determined by BHCOE in its sole discretion.

Unless required by law, all sales are final, and we do not accept returns of or issue refunds for any products or services purchased through our Service, including the Benchmark Report.

7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, BHCOE, ITS RELATED ENTITIES, ITS SERVICE PROVIDERS, ITS LICENSORS, AND ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “BHCOE PARTIES“) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, RELATED TO THE BHCOE IP. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE BHCOE IP IS AT YOUR SOLE RISK. THE BHCOE IP AND ALL CONTENT, PRODUCTS AND SERVICES OFFERED THROUGH BENCHMARK REPORT, SURVEY, AND RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE BHCOE PARTIES ARE NOT RESPONSIBLE FOR THE TIMELINESS OF DELIVERY OF CONTENT, ANY FAILURES OF DELIVERY, ERRONEOUS DELETION, OR ANY LOSS OR DAMAGE OF ANY KIND YOU CLAIM WAS INCURRED AS A RESULT OF THE USE OF ANY BHCOE IP. UNDER NO CIRCUMSTANCES, WILL ANY OF THE BHCOE PARTIES BE LIABLE TO YOU OR TO ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY LOSS, INJURY, LIABILITY OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE ON ANY OF THE BHCOE IP OR ANY CONTENT, PRODUCT OR SERVICE PROVIDED TO YOU THROUGH OR IN CONNECTION WITH ANY OF THE BHCOE IP. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, GOODWILL, REVENUE OR PROFITS. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS; EVEN IF ANY BHCOE PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE BHCOE PARTIES UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

You acknowledge that you may have or may in the future have claims against us which you do not know or suspect to exist in your favor when you agreed to these Terms and which if known, might materially affect your consent to these Terms. You expressly waive all rights you may have under Section 1542 of the California Civil Code, which states:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

IF THIS CLAUSE IS HELD TO BE UNENFORCEABLE IN WHOLE OR IN PART IN ANY JURISDICTION DUE TO RELEVANT LAWS, THEN IN NO EVENT SHALL OUR OR THE RELEASEES’ TOTAL LIABILITY TO YOU EXCEED $100.00. NOTHING IN THIS CLAUSE SHALL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE.

8. Indemnification

You agree to indemnify and hold the BHCOE Parties harmless from any claim or demand, including reasonable attorney’s fees and costs, made by any third party due to or arising out of: (a) your breach of these Terms; (b) any allegation that any content or materials that you submit to us or through the Service (including Survey responses) infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; or (c) use of the BHCOE IP. BHCOE reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with BHCOE’s defense of such claim.

9. Governing Laws

The laws of the state of California and the United States govern these Terms and any claims arising out of or relating to use of the BHCOE IP, without giving effect to any choice of law rules. The state and federal courts located in Los Angeles, California will serve as the venue for any actions brought, or claims made, arising out of your use of the BHCOE IP or under these Terms.

10. Compliance with Laws

You assume all knowledge of applicable law and you agree to comply with applicable state, federal, or international laws, regulations or other government requirements.

11. Changes to These Terms

We reserve the right, at any time, to modify, alter, or update these Terms without prior notice. You are encouraged to check this page regularly for changes to the Terms. Modifications will become effective immediately upon posting to the Service, without further notice to you. Your continued use of any of the BHCOE IP after we post such modifications constitutes your acknowledgement and acceptance of such modifications, and you may not amend these Terms.

12. Miscellaneous

If any provision of these Terms is determined by a court of law to be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent, and the invalid provision will be modified as necessary to make it valid and enforceable while as closely as possible reflecting the original intentions of BHCOE.

You agree that we may assign these Terms and any other agreements referenced herein to a third party, in our sole discretion, in the event of a merger or acquisition or otherwise. These Terms shall apply in addition to, and will not supersede, any other written agreement between us unless expressly stated therein.

You agree and understand that these Terms together with any other applicable click-through agreements you may have entered into regarding the BHCOE IP, constitutes the entire agreement between you and BHCOE regarding your use of the BHCOE IP, and that any other prior agreements between you and BHCOE are superseded by these Terms.

Any failure by BHCOE to exercise its rights under these Terms or to enforce the terms hereof will not constitute a waiver of those rights. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or relating to use of the BHCOE IP or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

13. Contact Us

Should you have any questions regarding these Terms, contact us here.

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