HEALTHCARE ACCESS SAN ANTONIO
Effective as of February 13, 2012
Welcome to www.hasatx.org, the website and online presence (the “Site”) of Healthcare Access San Antonio, a 501 (c) (3) community collaborative initiative based out of San Antonio, TX (“HASA”, “we”, or “us”).
a. “Affiliate” means any person or legal person with which HASA has a business or contractual relationship, including, but not limited to, agents, partners, associates, and parent or subsidiary entities.
b. “Content” means any intellectual property, data, or communications Transmitted via the Site by HASA or Users including, but not limited to, articles, audio, blog postings, comments, documents, editorial content, featured site profiles, files, images, listings, logos, messages, music, photos, postings, questions and answers, ratings, recommendations, reviews, sounds, site profiles, tags, text, trademarks, service marks, or videos.
c. “HASA Content” means Content Transmitted by HASA.
d. “HASA Technology" means the past, present and future intellectual property comprising the Site, including, but not limited to, all software, code processes, algorithms, user interfaces, know-how, techniques, organization, designs, text, images, photographs, illustrations, audio or video material, artwork, graphic material, podcasts, advertising copy, databases, proprietary information, all copyrightable, patentable, or otherwise legally protectable elements of the Site and all other tangible or intangible materials related to, displayed, performed, or distributed on the Site, and the Site itself, including, but not limited to, the selection, sequence, "look and feel", arrangement of items on the Site.
e. “Member” means a User who has created a Member Account and Member Profile, has agreed to the Membership Agreement, and has access to the Site’s Members’ Section.
f. “Member Account” means an account a Member creates by agreeing to the Membership Agreement.
g. “Member Content” means Content that Members Transmit via the Site.
h. “Members’ Section” is the portion of the Site that is not available to all Users and is restricted to Members.
i. “Third Party Content” means Content that is made by parties other that HASA,
j. “Transmit” means uploading, submitting, posting, distributing, downloading, disseminating, receiving, or otherwise making available Content.
k. “User” means an individual who accesses and/or uses the Site.
l. “User Content” means any Content Transmitted by Users.
m. “Your Content” means any Content You Transmit via the Site.
II. Age Requirement.
THE SITE IS NOT INTENDED FOR CHILDREN. IF YOU ARE UNDER EIGHTEEN (18) YEARS OF AGE, THEN YOU MAY NOT ACCESS OR USE THE SITE AT ANY TIME OR IN ANY MANNER WITHOUT PARENTAL PERMISSION. BY USING THE SITE, YOU REPRESENT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE OR HAVE PARENTAL PERMISSION AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITE.
III. Members’ Section.
The Members’ Section of the Site is governed by the Membership Agreement. The Membership Agreement is fully integrated into this Agreement and fully integrates this Agreement.
HASA or an Affiliate may modify, alter, or otherwise update the Terms at any time. Such modifications shall be effective immediately upon posting. You are responsible for regularly reviewing the Terms. Your continued access to and/or use of the Site constitutes Your agreement to all such modifications.
VI. HASA Content & HASA Technology.
Unless otherwise noted, all Content on the Site that is not Third Party Content is HASA Content and is owned, controlled, or licensed by HASA and is protected by copyright, trademarks, service marks, and/or other intellectual property rights. You agree that You shall acquire no rights in HASA Content or HASA Technology unless otherwise noted in writing by HASA. You may not copy, reproduce, frame, republish, download, upload, post, transmit, distribute, hyperlink, or exploit HASA Content or HASA Technology for commercial use in any way without the prior written consent of HASA. You may not take any of the following actions or encourage others to take the following actions: 1) use the Site to increase traffic to Your website for commercial reasons, such as advertising or sales; 2) take any action that imposes an unreasonable or disproportionately large load on the Site’s infrastructure; 3) “scrape” the Site, or use any bot, spider, scraper, data miner, or automated agent to access and/or use the Site or gain access to and/or use any Content on the Site; 4) take Content from the Site and reformat and display said Content, or mirror and/or frame any pages of the Site on any other website; or 5) attempt to decipher, decompile, disassemble, or reverse engineer any HASA Content or HASA Technology. You acknowledge that if You violate this provision of the Terms, HASA will be irreparably harmed. As such, in addition to all other remedies available to HASA, HASA will be entitled to liquidated damages in the amount of $100,000. You agree and acknowledge that these liquidated damages are a fair and accurate estimate of HASA‘s actual damages resulting from a breach of this provision and shall not be construed as penalty or punitive damages against you.
a. License to Access and/or Use. HASA grants You a limited, personal, non-exclusive, non-transferable, freely revocable license to access and/or use HASA Content & HASA Technology that is on the Site solely for the purpose of learning about HASA’s services. You acknowledge and agree that with exception to this limited license You have no right to modify, edit, copy, reproduce, create derivative works, or reverse engineer, alter, enhance, or in any way exploit any of the ETA Content or HASA Technology in any manner unless otherwise noted in writing by HASA. This limited license terminates automatically, without notice to You, if You breach any of the Terms.
b. Reservation of Rights. HASA reserves all rights not expressly granted in the Terms unless otherwise noted in writing by HASA.
c. Prevention of Unauthorized Use. HASA reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Site, HASA Content, and HASA Technology, including, but not limited to, technological barriers, IP mapping, and directly contacting Your Internet Service Provider (ISP) regarding such unauthorized use.
d. Derivative Work. To the extent that You create any work that is based upon HASA Content or HASA Technology, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation, or any other form in which such preexisting works may be recast, transformed, or adapted (“Derivative Work”) such Derivative Work shall be owned by HASA and all right, title, and interest in and to each such Derivative Work shall automatically vest in HASA. HASA shall have no obligation to grant You any right in any such Derivative Work.
VII. User Content.
Users may Transmit User Content to HASA via the Site.
a. Retention of Ownership. HASA does not claim any ownership rights in Your Content. After You Transmit Your Content to HASA, You continue to retain ownership of Your Content, and You continue to have the right to use and license Your Content in any way You choose. Any of Your Content Transmitted via HASA Technology needs to comply with the Terms.
b. License Grant to HASA. By Transmitting Your Content to HASA, You thereby grant HASA a paid-in-full worldwide perpetual irrevocable sub-licensable royalty-free right and license to use, display, perform, distribute, modify, adapt, abridge, exploit, and promote Your Content in any way and in any commercial or non-commercial medium or form without compensation.
c. User Content Representations and Warranties. You are solely responsible for Your Content and all the consequences of Transmitting Your Content. By Transmitting Your Content, You affirm, represent, and warrant that (i) You are the creator and owner of Your Content or have the necessary licenses, rights, consents, releases, and permissions to use and for HASA to use Your Content as necessary to exercise the licenses granted by You in this Section and in the manner contemplated by HASA and the Terms; (ii) Your Content does not and will not slander, defame, or libel any other person; (iii) the use of Your Content as permitted herein does not and will not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (iv) Your Content does not contain any viruses, adware, spyware, worms, or other malicious code; and (v) Your Content is free of any digital rights management, including any software designed to limit the number of times Your Content may be copied or played. Violators of the Terms may be subject to criminal and civil liability. HASA reserves all rights and remedies against any Users who violate the Terms.
VIII. Unsolicited Suggestions.
HASA welcomes Your feedback and is open to suggestions made by Users. By submitting unsolicited suggestions, You agree that HASA may, but shall have no obligation to, use, modify, distribute, copy, and otherwise exploit such suggestions in any manner, as HASA sees fit, without restriction or limitation of any kind, and You grant to HASA a paid-in-full worldwide perpetual irrevocable sub-licensable royalty-free right and license to do so and to allow others to do so, and agree not to permit or prosecute any action or lawsuit on the ground that HASA’s use or alleged use of a suggestion infringes any of Your rights.
IX. Links to Other Websites or Services.
The Site may include links or references to other websites or services (“Linked Sites”) and Third Party Content. Linked Sites and Third Party Content are provided for Your convenience and information only. HASA does not control the availability and content of Linked Sites. Access and/or use of Linked Sites and Third Party Content, including the information, materials, products, and services on or available through Linked Sites is solely at Your own risk. Any concerns regarding Linked Sites, or any information, resources, or services therein, should be directed to the operator of the particular Linked Site.
X. Changes to the Site.
HASA or an Affiliate may discontinue or change any Content, service, function, or feature of the Site at any time with or without notice.
XI. Disclaimer of Warranties.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, HASA, OUR SUPPLIERS, LICENSORS, AND AFFILIATES, DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS WITH REGARDS TO THE SITE AND ALL CONTENT ON THE SITE.
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS SOLELY AT YOUR OWN RISK. THE SITE AND ALL CONTENT THEREON IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
HASA, OUR SUPPLIERS, LICENSORS, AND AFFILIATES DO NOT WARRANT THAT THE DATA, CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SITE OR ANY LINKED SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
XII. Limitation of Liability and Damages.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL HASA, OUR AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE CONTENT ON THE SITE OR ANY LINKED SITES, OR ANY OTHER INTERACTIONS WITH HASA, EVEN IF HASA OR AN AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
USERS WHO ARE CALIFORNIA RESIDENTS AGREE TO WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR 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."
You agree to indemnify, defend, and hold HASA, our Affiliates, contractors, employees, agents, or third-party partners, licensors, or suppliers harmless from any liability, loss, claim, and expense, including reasonable attorney’s fees, related to Your Content, Your violation or alleged violation of the Terms, or access and/or use of the Site.
The failure of HASA to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. Any waiver of any provision of the Terms will be effective only if in writing and signed by duly authorized agent of HASA.
XV. Governing Law.
The Terms will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any principles of conflicts of law.
XVII. Dispute Resolution.
You agree to first try to resolve any controversy, claim, or dispute arising out of or relating to the Terms or the access and/or use of the Site, with the help of a mutually agreed upon mediator in San Antonio, Texas. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. Attorney fees associated with the mediation shall be paid by the respective parties.
If it proves impossible to arrive at a mutually satisfactory solution through mediation, You agree to submit the dispute to binding arbitration in San Antonio, Texas. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association (“AAA”), and judgment on the award rendered by the arbitrator(s) may be entered in the state courts in and for San Antonio, Texas or the San Antonio Division of the Western District of Texas. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity. The arbitrator shall not have the right to award punitive damages or speculative damages to either party and shall not have the power to amend this Agreement. The arbitrator shall be required to follow applicable law.
IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES INAPPLICABLE, THEN YOU, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.
XVIII. Attorney Fees.
If any litigation or arbitration is necessary to enforce the Terms the prevailing party shall be entitled to reasonable attorneys’ fees, costs, and expenses.
XIX. International Use.
HASA makes no representation that Content on the Site is appropriate or available for use in locations outside of the United States of America. If You choose to access and/or use the Site from a location outside of the United States of America, You do so on Your own initiative and You are responsible for compliance with local laws.
If any provision of the Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
Your rights and licenses under the Terms may not be transferred or assigned by You, but may be assigned by HASA without restriction. Any assignment attempted to be made in violation of the Terms shall be void.
The heading references herein are for convenience purposes only, do not constitute a part of the Terms, and will not be deemed to limit or affect any of the provisions hereof.
The Terms create no agency, partnership, joint venture, or employee-employer relationship between You and HASA, unless otherwise noted in writing by HASA.
XXIV. Entire Agreement.
The Terms are the entire agreement between You and HASA relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to the Terms made by HASA as set forth in Section V of the Terms.
XXV. Contact Information
Any comments, complaints, or requests for further information can be directed to:
Healthcare Access San Antonio (HASA)