LTC Provider University Website - User License Agreement

Customer's Acceptance of the LTC Provider University Website Terms and Conditions

This Agreement is between you the Customer ("you" or "your") and Associated Long Term Care Insurance Company ("ALTC", "us" or "we"). ALTC owns and operates the LTC Provider University Website with its home page located at www.ltcpu.com (also referred to as "LTCPU", "LTCPU Website", or the "Website"), and certain applications or services made available on that site. By visiting and using the LTC Provider University ("LTCPU") Website, you agree that you are evidencing your agreement and your continued agreement to the terms and conditions as set forth below in this Agreement, and as they may change from time to time, in the sole discretion of ALTC, and to those of the LTCPU Website's third party vendors, as they now exist and as they may change from time to time. The terms and conditions of use of the current vendor sites may be accessed by clicking on the following links: [www.care2learn.com, www.thecompliancestore.com, www.ehealthdatasolutions.com, www.johnstonbarton.com, www.bulletinvestigations.com ]. If you do not agree to any of these terms and conditions, now or at any time in the future, you should not use the LTC Provider University Website. Your acceptance of the terms and conditions and your continued use signifies your continued agreement.

Applicability of the Terms and Conditions of Use

The terms and conditions of this Agreement apply to you as a user of the LTC Provider University Website. The LTC Provider University Website includes, but is not limited to the following products and services: information and data derived from Care2Learn, information and data derived from eHealth Data Solutions, information and data derived from The Compliance Store, information and data derived from the Robinson-Adams Risk Management Resource Center, information and data derived from the Alliance for Long Term Care Quality Improvement Certification in LTC Risk Management Program, information and data derived from Johnston Barton Proctor & Rose, information and data derived from Bullet Investigations and information derived from the Robinson-Adams Insurance Long Term Care Providers Center.

General Use of the Website and Permissions and Restrictions

Subject to the terms and conditions of this Agreement, we grant you a revocable, non-exclusive, non-transferable, non-sublicenseable and limited right to use the content and services of the LTCPU Website for your own non-commercial use. We reserve all rights that are not expressly granted to you herein. We may impose restrictions on any features or services or limit users' access to parts or all of the services in our sole discretion and with or without notice to you. We may change, suspend or discontinue any of the services, including the availability of any feature, database, or content, at any time, with or without notice, or liability, to you. Your right to use the LTCPU Website and its services is conditioned upon your acceptance of the following provisions:

1. You agree not to distribute in any medium any part of the Website, except if and where specifically authorized herein, without ALTC's prior written authorization.

2. You agree not to alter, interfere with, or modify any part of the Website and its operation.

3. You acknowledge and agree that (except for content which may be provided by ALTC's third party content providers, including Robinson-Adams, Care2Learn, The Compliance Store, eHealth Data Solutions, Johnston Barton Proctor & Rose, Bullet Investigations, and The Alliance for Long Term Care Quality Improvement), ALTC owns all legal right, title and interest in and to all content, available on the Website, including any intellectual property rights which subsist in the content provided on the Website, whether those rights happen to be registered or not, and wherever in the world those rights may exist.

4. Unless you have agreed otherwise in writing with ALTC, nothing in this agreement gives you a right to use any of ALTC's patents, copyrights, trade names, trademarks, service marks, trade dress, logos, domain names, and other distinctive brand features.

5. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including Patent, Copyright and Trademark notices) which may be affixed to or contained within any content available on the Website.

6. Unless you have been expressly authorized to do so in writing by ALTC, you will not use any trademark, service mark, trade name, logo of any company or organization in association with such content in a way that is likely or intended to cause confusion as to the source, ownership or authorized use of such content.

Customer's Use of Content on the Site

In addition to the general restrictions above, the following restrictions and conditions apply specifically to Customers' use of content on the LTC Provider University Website.

1. You agree that you will not advertise, market, offer, sell or otherwise provide information and data derived from Care2Learn, information and data derived from eHealth Data Solutions, information and data derived from The Compliance Store, information and data derived from the Robinson-Adams Risk Management Resource Center, information and data derived from the Alliance for Long Term Care Quality Improvement Certification in LTC Risk Management Program, information and data derived from Johnston Barton Proctor & Rose, information and data derived from Bullet Investigations, and information derived from the Robinson-Adams Insurance Long Term Care Providers Center contained therein and derived therefrom to members of the public and other businesses, and as further provided in this Agreement.

2. Upon registration, ALTC will provide users of the LTCPU Website with a proprietary user name and password that must be used when requesting information and data from the LTCPU Website, including from or related to the following Website components: Care2Learn, eHealth Data Solutions, The Compliance Store, Johnston Barton Proctor & Rose, Bullet Investigations, the Robinson-Adams Risk Management Resource Center, the Alliance for Long Term Care Quality Improvement Certification for LTC Risk Management Program and the Robinson-Adams Insurance Long Term Care Providers Center. You shall keep such user name and password confidential and prevent unauthorized or fraudulent use thereof, and You shall report any such use immediately to ALTC. Any request for a Report using Customer's user name and password shall conclusively signify that Customer has authorized the Report request. Customer shall be responsible for payment of all requests for Reports until written notice is received by ALTC that any request is unauthorized or fraudulent.

3. You agree to immediately notify ALTC of any termination, transfer, or other cessation of employment by you or any of your employees, agents, or independent contractors who have been provided with personal proprietary user names and passwords for the LTCPU Website.

4. Customer agrees that Reports are pulled via the Internet at www.ltcpu.com and are available through Internet browsers or processes compatible to LTC Provider University Website interfaces.
5. ALL SERVICES AND INFORMATION PROVIDED ARE PROVIDED "AS IS." NEITHER ALTC NOR ITS LICENSORS OR DATA PROVIDERS MAKE ANY WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES AND/OR REPORTS PROVIDED HEREUNDER, AND ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE, AND NON-INFRINGEMENT, ARE HEREBY EXPRESSLY EXCLUDED. ALTC SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE AND ANY AND ALL COMMERCIAL DAMAGES OR LOSSES.
6. You understand and agree that ALTC and the other LTCPU Website content providers collect data from public records and other sources for use in the LTC Provider University Website and that the Reports and Data generated therefrom may contain errors and omissions. ALTC does not guarantee the accuracy of any information furnished in the course of this Agreement and ALTC will not be liable for any loss or injury caused in whole or part, either by its negligence or circumstances beyond its control in procuring, compiling, collecting, interpreting, or communicating such information. ALTC gathers information on an as-available basis. Customer understands that not all information is available for all states and that ALTC and the other content providers do not have access to some information that may be available to other entities. Customer also understands there may be a period of time between receipt of the information by ALTC and its inclusion into the LTC Provider University Website Database. Customer agrees to hold ALTC harmless for any information that is not available at the time of request by Customer or regarding information which is not in the LTC Provider University Website Database for whatever reason. Customer recognizes that ALTC's sole responsibility in the case of erroneous Data is reasonable correction of the item in question. Customer recognizes that errors can occur in data transmission over telephone and network circuits and agrees to hold ALTC harmless for such errors and any resulting erroneous output thereof.
7. ALTC reserves the right to reject service to any customer in which it believes the Service will be used in a manner which adversely affects ALTC's Technologies. Ownership of information and data derived from Care2Learn, information and data derived from eHealth Data Solutions, information and data derived from The Compliance Store, any information or data derived from the Robinson-Adams Risk Management Resource Center, information and data derived from the Alliance for Long Term Care Quality Improvement Certification in LTC Risk Management Program, information and data derived from Johnston Barton Proctor & Rose, information and data derived from Bullet Investigations, and information derived from the Robinson-Adams Insurance Long Term Care Providers Center shall at all times remain with ALTC and/or its Licensor. Customer will not sell, disclose or provide information from Care2Learn, eHealth Data Solutions, The Compliance Store, Johnston Barton Proctor & Rose, Bullet Investigations, The Alliance for Long Term Care Quality Improvement and Robinson-Adams Insurance or the Data contained in and derived there from, either directly or indirectly, to any third party without the expressed written consent of ALTC, which restriction includes, without limitation, that Customer will not: (1) Allow another party to obtain, review or gather data and information from Care2Learn, eHealth Data Solutions, The Compliance Store, Johnston Barton Proctor & Rose, Bullet Investigations, Robinson-Adams Risk Management Resource Center, The Alliance for Long Term Care Quality Improvement Certification in LTC Risk Management Program, and the Robinson-Adams Insurance Long Term Care Providers Center for any purpose; (2) Transmit or provide, or knowingly allow a third party to transmit or provide information from Care2Learn, eHealth Data Solutions, The Compliance Store, Johnston Barton Proctor & Rose, Bullet Investigations, Robinson-Adams Risk Management Resource Center, The Alliance for Long Term Care Quality Improvement Certification in LTC Risk Management Program, and the Robinson-Adams Insurance Long Term Care Providers Center or Data contained therein and derived there from directly, or indirectly via the LTC Provider University website or otherwise, to any third party. Violation of these terms may result in immediate cancellation of this Agreement, and/or the exercise of any of its other rights - which are hereby expressly retained - by ALTC.
8. Title to the Database shall remain with ALTC or its licensors and data providers. In no event shall title to the Database in whole or in part pass to Customer. Customer acknowledges that it does not take title to the LTCPU Database or any other data furnished to it by ALTC through this Agreement. The Database shall not be assigned, sub-leased, sublicensed, rented, sold or disposed of by Customer in whole or in part in any manner whatsoever, except as expressly provided herein.

9. The Database, Data, Reports, marketing programs, customers and other information pertaining to the identity and usage of persons and entities having access to the Database, Data, Reports or the services of ALTC, and other proprietary information disclosed to or otherwise obtained by Customer as a result of this Agreement, shall be deemed and treated by Customer as proprietary and confidential (the "Confidential Information"). Customer acknowledges that all Confidential Information is and shall continue to be the exclusive property of ALTC and its licensors and providers as indicated above. Customer agrees not to disclose Confidential Information, directly or indirectly, under any circumstances or by any means, to any third party other than as expressly authorized in this Agreement.

10. You as the Customer may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of any element of the Website, unless you have been specifically told that you may do so by ALTC, in writing.

11. The content on the LTC Provider University Website, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to ALTC, and subject to copyright and other intellectual property rights under the law. Content on the Website is provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of ALTC, except as noted in section 6 above. ALTC reserves all rights not expressly granted in and to the Website and the Content.

12. You as the Customer agree not to circumvent, disable or otherwise interfere with security-related features of the LTC Provider University Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the LTC Provider University Website or the Content therein.

13. You hereby expressly release ALTC and its related parties from claims, liabilities or damages of any kind and nature, known or unknown, arising out of or connected with your use of the LTCPU Website and services, or any dispute between you and other users or a third party. The Website may contain or involve links or references to third party Web sites. You acknowledge that any such links are provided to you by ALTC solely as an added convenience to you, and you agree that ALTC is not responsible for the operation or actions of or content displayed on those Web sites and you hereby expressly release ALTC from any claims or liabilities you may have, known or unknown, relating to those third party Web sites.

Limitation of Liability

IN NO EVENT SHALL ALTC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE LTCPU WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF ALTC'S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE LTCPU WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE LTCPU WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE LTC PROVIDER UNIVERSITY WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Health Insurance Portability and Accountability Act (HIPAA)

The Health Insurance Portability and Accountability Act (HIPAA) is a federal law that allows a person to qualify immediately for comparable health insurance coverage when they change their employment relationships. Title II, Subtitle F, of HIPAA gives the United States Department of Health and Human Services (HHS) the authority to mandate the use of standards for the electronic exchange of health care data; to specify what medical and administrative code sets should be used within those standards; to require the use of national identification systems for health care patients, providers, payers (or plans), and employers (or sponsors); and to specify the types of measures required to protect the security and privacy of personally identifiable health care information. The process by which LTC Provider University exchanges private data electronically is compliant with all regulations set forth by HIPAA. For additional information on HIPAA, please visit http://www.hhs.gov/ocr/hipaa/.

General

1. Governing Law and Dispute Resolution. The laws of the State of Alabama (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement. Any claims or actions regarding or arising out of or related to this Agreement must be brought exclusively in a state or federal court located in Jefferson County, Alabama, and each party to this Agreement submits to the jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to this Agreement. Each party waives, to the fullest extent permitted by law, any objection that it may now or later have to (i) the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in any state or federal court located in Jefferson County, Alabama; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.

2. Indemnity. You agree to indemnify and hold ALTC and its related parties, independent contractors, partners, licensors and joint venturers harmless from and against all liabilities, damages, costs and expenses (including attorneys fees), incurred in connection with any claim or demand made by any third party arising from (a) your use or access of the LTCPU Website and services, (b) your actual or alleged breach of this Agreement, or (c) any alleged infringement or violation by you, or anyone using or acting through your user account or password, of a third party's right, including but not limited to intellectual property right and right of privacy. Notwithstanding the foregoing, ALTC reserves the right to assume the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as requested by us, and you may not in any event settle any such matter without the written consent of ALTC..

3. Invalidity and Waiver of Agreement. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and ALTC's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

4. Right to Amend. ALTC reserves the right to amend this Agreement at any time and without notice, and it is your responsibility to review the terms and conditions therein for any changes. Your use of the LTC Provider University Website following any amendment of these terms and conditions will signify your recognition of and acceptance of the revised terms.