Health Fair SaaS Subscription AgreementJoin Now
This Software as a Service Subscription Agreement (the “Agreement”) is made by and between you (“Client,” “you,” “your”) and IAB Health Productions, LLC, a North Carolina limited liability company (“IAB”) relating to your use of the Services (defined below) as of the day and time which you click the “I Agree” icon provided in connection with a link to the terms of this Agreement (the “Effective Date”). If you accept this agreement, you represent that you are at least 18 years of age and, if you are acting on behalf of an entity, that you are authorized to bind such entity.
Recitals
A. IAB is the owner and provider of certain information, tools, features, software and functionality including updates and new releases through its website located at www.iabhp.com (the “Services”).
B. Client desires to access and use the Services to assist in planning and coordinating health care event(s), and IAB agrees to provide such access on these terms and conditions.
1. Description of the Services. The Services are provided to you without charge (free) as a Software-as-a-Service subscription through IAB’s websites, web pages, applications and information available through www.iabhp.com (the “Site”). During the Term, you will be granted access to the Services, which include the following features; a web-based management, access to IAB’s proprietary database of Vendors, information and tools to assist you in coordinating your own health fair. The Services are a web-based platform and do not include health fair planning or coordination services from IAB.
2. Term and Termination. The Term of this Agreement begins at the time you click “I Agree” and continues until terminated by either party. Either you or IAB may terminate this Agreement for any reason at any time by providing written notice to the other; due to commitments from Vendors to attend your event, *should you terminate this agreement or cancel a scheduled health fair 36 hours after the event is posted and do not provide an alternative event date within 90 days, you will pay to IAB a cancellation fee of [$2,000.00]. Upon termination, IAB may immediately terminate your access to the Services. *Does not apply to Virtual Health Fairs.
3. Your Information. When using the Services, you will be prompted to provide certain information about you or your company (login credentials such as usernames and passwords, entity, name, etc.) and your health fair (Description, Event Details, Event Venue, Event Promotion, Insurance Providers, Vendor Info) (collectively, “Your Data”). By submitting Your Data through the Service, you license that content for access and use by IAB for the purpose of providing the Services, including as appropriate disclosure thereof through the Services to potential Vendors for your event/s. You represent that you are entitled to provide Your Data and that such information is provided without payment obligations to IAB. IAB may contact you through electronic communication, such as the email address provided through the Services, to provide you with information relating to the Services.
Further information relating to IAB’s use of your information can be found in IAB’s privacy policy here and on the Site. IAB may store and use Your Data in accordance with this Agreement and the Privacy Policy.
4. Your Use of the Services. You agree not to use, nor permit any third party to use, the Site or Services in a manner that violates any applicable law, HIPPA, any regulation or this Agreement. You are responsible for providing hardware and capable of allowing you to access and use the Services, maintaining the security of your login credentials and for any activity in connection with your account.
Your access and use of the Services may be interrupted periodically for updating, malfunction or hardware/software maintenance. In no event will IAB be liable to any party for loss, costs or damages of any kind resulting from any downtime in the Services. Your sole and exclusive remedy for any failure or non-performance of the Services will be for IAB to use commercial reasonable efforts to repair the Service. Any distribution or reproduction of any content from the Services or Site is expressly prohibited without prior written consent from IAB.
You will not:
a. Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program or methodology to access, acquire, copy or monitor the Services;
b. Attempt to decipher, decompile, or reverse-engineer the Services, the Sites or any software/data/tool comprising any part thereof;
c. Attempt to gain unauthorized access to any portion of the Services.
d. Post your event on other (competitive) health fair production sites.
5. Health Fairs and Third-Party Vendors. Through the Services, you will have access to third-party health providers (Vendors) who may be interested in participating in your event/s. IAB is not an agent or broker or otherwise responsible for the actions, policies or work product of such Vendors. While IAB exerts considerable effort in qualifying its Vendors and candidates, IAB cannot guarantee the suitability, qualification or participation of any particular Vendor. You are responsible for providing facilities, equipment, etc. necessary to conduct your health fair.
6. Miscellaneous.
a. Disclaimer of Representations and Warranties. THE SERVICES ARE PROVIDED ON AN AS-IS BASIS. IAB, ITS SUCCESSORS, ASSIGNS AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED AS TO THE CONTENT OF THE SITE OR THE SERVICES. IAB EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. IAB DOES NOT GUARANTEE THAT THE CONTENT AVAILABLE THROUGH THE SITE OR SERVICES IS FREE OF VIRUSES. IN JURISDICTIONS WHERE THE LIMITATION OR EXCLUSION OF LIABILITY ABOVE IS NOT PERMITTED, IAB’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
b. Not a Health Provider. NEITHER IAB NOR THE SERVICE ARE INTENDED TO PROVIDE HEALTH CARE ADVICE. IAB IS NOT A HEALTH CARE PROVIDER. The Service is only intended as a platform to assist you in planning your own health fair/s, and any information obtained from Vendors/health care providers shall be the responsibility of such Vendor.
c. Not a Health Fair Producer. IAB’s Services as provided on the Site are not health fair production services. As a result, you must provide all facilities, materials, etc. necessary to conduct the health fair coordinated using the Services. IAB IS NOT RESPONSIBLE TO YOU FOR ANY LIABILITY OF ANY KIND ARISING FROM PRODUCTION OF YOUR OWN ON-SITE HEALTH FAIR.
d. Limitation on Liability. IAB WILL NOT BE RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE INCLUDING BUT NOT LIMITED TO SPECIAL, DIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR THE SITES. NOTWITHSTANDING THE FOREGOING, IAB’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIVE HUNDRED DOLLARS ($500)- SUCH AMOUNT TO INCLUDE ATTORNEYS’ FEES.
e. Indemnity. Each party will defend, indemnify and hold harmless the other, its members, managers, shareholders, officers, directors and employees from and against all claims of any kind that arise of out of or relate to the Services including, but not limited to, attorneys’ fees.
f. Changes. IAB may modify the Site or Services at any time at its sole discretion. Your continued use of the Services after such modification will constitute your acceptance of the modified Site/Services. If, after any such modification, you do not wish to continue using the Services, you may provide notice of termination to IAB.
g. Law and Arbitration. This Agreement is governed by the laws of the State of North Carolina without regard to its conflicts of laws provisions. In the event of dispute, the parties will first endeavor to settle any dispute arising out of or relating to this Agreement in good faith or by mediation. If such mediation is unsuccessful, the parties will resolve by panel arbitration administered by the American Arbitration Association (“AAA”) in accordance with its then-current Commercial Arbitration Rules. All matters within the scope of the Federal Arbitration Act shall be governed thereby. The arbitration will be conducted in Raleigh, North Carolina in the English language. The panel will consist of three (3) arbitrators- one by each party and a third by the two chosen arbitrators (the “Panel”). The Panel may provide for discovery of relevant information from the parties. The parties will split the costs of arbitration equally – to include arbitrators’ fees, but not attorneys’ fees. The award will state findings of fact and conclusions of law.
h. Relationship of Parties/Vendors. You and IAB are independent contractors and nothing herein shall create an employment relationship.
i. Counterparts. This agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together constitutes one and the same instrument.
j. Publicity. You grant IAB a non-transferrable license to display your entity’s name/logo on its website to state that you are a user of the Service, and for the purposes of providing the Services (such as where indicated for white-labeling of health fair services). You may terminate this license at any time upon written notice to IAB.
k. Special Terms Related to Virtual Health Fairs. If Client or employer chooses, employee users may have access to a portion of the Services entitled “Virtual Health Fairs,” through which such employee may interface directly with certain Vendors/health care providers. Employees using the Virtual Health Fair portion of the Services agree as follows: IAB is not a health care provider. The Service is simply a platform through which you may interface with Vendors regarding the potential for health services. You will not convey any private, emergency, medical or personally identifiable information through the Service, and you will seek medical assistance from an appropriate provider.
