Illinois Health and Hospital Association
Terms of Use
 
Effective November 18, 2020
 
The Illinois Health and Hospital Association (“IHA”) is a trade association for Illinois hospitals (its “Members”).  IHA and its Affiliated Entities operate various websites for Members and their staff and public users (collectively “Visitors”), including team-iha.org, ipcgrouppurchasing.com, alliance4ptsafety.org, ihainsurancesolutions.com, and compdatainfo.com (collectively the “Websites”). 
 
These Terms of Use (“Terms”) refer to all Content and functionality available through the Websites and their webpages. 
 
The term “Content” means all content on the Websites, including, without limitation, data, designs, text, files, graphics, pictures, video, information, applications, software, and other materials, and their selection and arrangement. 
 
The term “Services” means the Websites and all of IHA’s and its Affiliated Entities’ services, products, and software provided on or through a Website. 
 
The term “Affiliated Entities” means any other entity that is now or hereafter, directly or indirectly, owned or controlled by, controlling, or under common ownership or control with, managed by, under an affiliation contract (such as a joint venture or partnership) with IHA or any other Affiliated Entity. 
 
By using any or all of the Websites, you, a Visitor, acknowledge and agree that you have read, understand, and agree to be bound by the terms and conditions set forth in these Terms.
 
THESE TERMS FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND IHA AND/OR ITS AFFILIATED ENTITIES.  PLEASE READ THE TERMS CAREFULLY.  IN THE EVENT A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND IHA AND/OR ITS AFFILIATED ENTITIES GOVERNS YOUR USE OF ANY CONTENT OR SERVICE, TO THE EXTENT THE TERMS AND CONDITIONS OF THAT AGREEMENT CONFLICT WITH THESE TERMS, THE TERMS OF THAT AGREEMENT SHALL CONTROL.
 
BEFORE YOU CONTINUE, YOU SHOULD PRINT OR SAVE A LOCAL COPY OF THESE TERMS FOR YOUR RECORDS.
 

1. Use of Websites.  You agree to use the Services only for purposes that are permitted by the Terms and any applicable law, regulation, and generally accepted practices or guidelines in the relevant jurisdictions.  You agree not to access or attempt to access any Services by any means other than through the interface provided by IHA.  You agree not to reproduce, duplicate, copy, sell, trade, or resell the Services, unless otherwise agreed to in a separate written agreement with IHA and/or its Affiliated Entities.  You agree that you are solely responsible for any breach of your obligations under the Terms and for the consequences, including, without limitation, any loss or damage that IHA or an Affiliated Entity may suffer due to, related to, or resulting from such breach.

2. Code of Conduct.  You warrant that you will abide by all applicable local, state, and federal laws and regulations with respect to your use of the Services and that you will not interfere with the use and enjoyment of the Services by other Visitors or with IHA’s management and operation of the Services.  Prohibited conduct includes, but is not limited to, the following:
   1. You will not send or otherwise post unauthorized commercial communications to the Websites.
   2. You will not collect Visitor’s Content or information, or otherwise access the Websites, using automated means (such as harvesting bots or robots) without IHA’s permission.
   3. You will not upload viruses or other malicious code.
   4. You will not solicit login information or access account belonging to someone else.
   5. You will not do anything that could disable, overburden, or impair the proper working of the Websites.
   6. You will not facilitate or encourage any violations of the Terms.
   7. You will not post content or take any actions on the Websites that infringes or violates someone else’s rights or otherwise violates the law.
   8. You will not engage in any activity that interferes with or disrupts the Services, or the servers and networks connected to the Services.

3. Proprietary Rights.  You acknowledge and agree that IHA and/or its Affiliated Entities, or their licensors, own all legal right, title, and interest in and to the Services, including, without limitation, the Content and any intellectual property rights which subsist in the Services, whether registered or not.  You acknowledge that the Services may contain information which is designated confidential by IHA and that you shall not disclose such information without IHA’s prior written consent.  Nothing in the Terms gives you a right to use any of IHA’s or an Affiliated Entity’s tradenames, trademarks, service marks, logos, domain names, and other distinctive brand features.  If you have been granted an explicit right to use IHA’s or an Affiliated Entity’s intellectual property in a separate written agreement, you agree that such use shall be in compliance with that agreement.  You agree that you shall not remove, obscure, or alter any proprietary rights notices, including copyright and trademark notices, which may be affixed to or contained within the Services.  You agree that in using the Services, you will not use any trademark, servicemark, tradename, or logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos.

4. Content License from Visitor.  You retain copyright and any other rights you already hold in any Content which you submit, post, or display on or through the Services.  By submitting, posting, or displaying the Content you give IHA a perpetual, irrevocable, worldwide, transferable, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly display, and distribute any Content which you submit, post, or display on or through the Services.  You agree that this license includes a right for IHA to transfer, sublicense, or otherwise make such Content available to other companies, organizations, or individuals with whom IHA has relationships, including, but not limited to, Affiliated Entities.  You understand that IHA, in performing the required technical steps to provide the Services to its Visitors, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services, or media.  You agree that this license shall permit IHA to take these actions.  You confirm and warrant to IHA that you have all the rights, power and authority necessary to grant the above license.

5. No Legal Advice.  The Content provided on the Websites does not, and is not intended to, constitute legal advice or opinions; instead, all Content available on the Websites are for general informational purposes only.  Content on the Websites may not constitute the most up-to-date legal or other information.  The Websites contain links to other third-party websites.  Such links are only for the convenience of the Visitor; IHA and its Affiliated Entities do not recommend or endorse the contents of the third-party websites unless otherwise stated.  Visitors should contact their attorney to obtain advice with respect to any particular legal matter.  No Visitors of the Websites should act or refrain from acting on the basis of any of the Content on any of the Websites without first seeking legal advice from counsel in the relevant jurisdiction.  Only your individual attorney can provide assurances that the Content contained herein – and your interpretation of it – is applicable or appropriate to your particular situation.  Use of, and access to, the Websites or any of the links or resources contained within the Websites do not create an attorney-client relationship between the Visitor and Website Content authors, IHA, or any Affiliated Entity.  All liability with respect to actions taken or not taken based on the Contents of the Websites are hereby expressly disclaimed to the fullest extent permitted by law.  The Content on the Websites is provided “as is;” no representations are made that the Content is error-free.

6. Privacy and Personal Information.  Please review IHA’s Privacy Policy, which is incorporated into the Terms by reference.  By accessing a Website and/or the Services, you acknowledge that you have read and agree to IHA’s Privacy Policy, including the use of your information in accordance with IHA’s Privacy Policy.  You acknowledge and agree that you are solely responsible for maintaining the confidentiality of usernames and passwords associated with any account you use to access the Services.  You agree that you will be solely responsible to IHA for all activities that occur under your account and you shall immediately notify IHA of any unauthorized use of your username or password.

7. No Data Rights.  IHA expressly disclaims any liability for lost or deleted Website Content or Visitor Content.  You shall not rely on IHA for preservation of any Website Content or Visitor Content, and shall maintain all Visitor Content in a separate manner.  Given the inherent risks of the internet, you acknowledge that there is no assurance that Website Content or Visitor Content will be kept confidential and there is no assurance that Website Content or Visitor Content will not be lost or deleted.

8. Disclaimers.    IHA DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTIBILITY, OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  IHA FURTHER MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITES AND ITS CONTENTS AND DOES NOT ENDORSE ANY VISITOR CONTENT.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”  IHA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF ANY VISITOR CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF THE WEBSITES AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITES BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITES.  ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ACKNOWLEDGE AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.  NO ADVICE OR INFORMATION, INCLUDING, BUT NOT LIMITED TO, ADVICE OR INFORMATION REGARDING PROFESSIONAL PRACTICES, STANDARDS, OR GUIDELINES, VIA ANY METHOD OF COMMUNICATION, OBTAINED BY YOU FROM IHA WEBSITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.  IHA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND IHA WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES.  AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGEMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

9. Indemnification.  You agree to defend, indemnify, and hold harmless IHA and Affiliated Entities and their respective officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, judgments, awards, costs, debts, and expenses of any nature whatsoever (including, but not limited to, attorneys’ fees and court costs) due to, related to, or arising from (a) your use of and access to the Services (including the Websites); (b) your violation of any provision of the Terms; (c) your violation or alleged violation of any third party right, including, without limitation, any copyright, trademark, property, or privacy right; or (d) any claim that your Content caused damage to a third party. 

10. Limitation of Liability.  Under no circumstances will IHA or any Affiliated Entity or their directors, officers, employees, or agents be liable to Visitors for any costs, expenses, actual damages, including direct, indirect, incidental, consequential, special, or exemplary damages, arising from any provision of the Terms, your use of the Services (including the Websites), negligence, or intentional conduct, even if IHA or any Affiliated Entity or their directors, officers, employees, or agents have been advised, knew, or should have known of the possibly thereof.  YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER IHA, NOR ANY OF ITS AFFLIATED ENTITIES, SHALL BE LIABLE FOR VISITOR CONTENT, CONTENT PRODUCED BY THIRD PARTIES AND DISPLAYED ON OR THROUGH THE SERVICES, OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

11. Miscellaneous.  Except with regard to the enforceability of the arbitration agreement contained herein, which shall be governed by the Federal Arbitration Act, the Terms, Privacy Policy, and any other legal notices published by IHA on the Websites shall be governed by, construed, and enforced in accordance with the laws of the State of Illinois, without regard to conflict of law principles.  In the unlikely event an issue arises, except in relation to intellectual property rights as set forth above, IHA and the Visitor each agree to resolve any dispute arising out of or relating to, in any way without limitation, the Terms, the Privacy Policy, or the use of the Services (including the Websites), through binding arbitration with no class relief, instead of in courts.  Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts.  Any arbitration under this provision will take place on an individual basis; class arbitrations and class actions are not permitted.  The arbitration shall occur in Chicago, Illinois unless IHA and the Visitor mutually agree in writing to an alternate location.  Unless the IHA and the Visitor mutually agree to the contrary in writing, the decision of the arbitrator(s) shall be final and binding upon both parties, except for any right of appeal provided by the Federal Arbitration Act.

12. Changes in Services.  IHA may change the form and nature of the Services from time to time, at any time, without prior notice to you.  IHA may stop providing the Services (or any features within the Services) to you or to Visitors generally, including by denying access to your account, at IHA’s sole discretion, without prior notice.  If IHA disables access to your account, you may be prevented from accessing your account details or any files or other Content which is contained in your account or accessible through your account. 

13. Changes to these Terms.  IHA may make changes to the Terms from time to time, at any time without notice to Visitors by posting a new version to IHA’s Website.  If IHA makes any changes to the Terms, IHA will post the revised Terms to the Website and update the effective date above to reflect the date of the changes.  By continuing to use the Websites after any such changes, you accept the Terms as modified.  IHA will keep prior versions of the Terms in an archive for your review.

14. Contact Us.  If you have any questions or comments about these Terms, please contact IHA’s Legal Affairs Department at: