HWL Terms of Use

The following consists of the terms and conditions governing the access to and use of HWL, Inc.’s (“HWL”) Web site (the “Site”) and the software, services, information, tools, features and functionality available on the Site (the “Services”). By accessing this Site, you acknowledge that you have read, understand, and agree to abide by the terms described herein. Your use of this Site is governed by the version of the Terms of Use in effect on the date this Site is accessed by you. HWL may modify these Terms of Use at any time and without prior notice. You should review the most current version of this document by visiting https://vms.hwlmsp.com/shiftrock and clicking on Terms of Use at the bottom of any screen.

Service Availability

If this Site or Service was not available for any period or any time, we shall not be liable. We give no warranties as to the accessibility performance availability, or of the Site or the service. Temporary suspension of access to this Site or service may occur without notice at our discretion including without limitation in the case of repair, maintenance, and system failure or for reasons beyond our control. HWL reserves the right to suspend the operation of the service, its site or any part thereof.You agree that neither HWL nor its third party providers will be liable to you in any way for the termination, suspension, interruption, delay of any of the services and products on the Site.

Copyright

All content included on this Site, such as text, graphics, logos, trademarks, service marks, designs, button icons, images, audio clips, digital downloads, data compilations, copyrighted materials and software, is the property of HWL or its content suppliers and/or customers and/or partners, and is protected by applicable copyright laws. The compilation of all content on this site is the exclusive property of HWL and protected by copyright laws. Any unauthorized copying, reuse, or distribution of the above-mentioned copyrighted materials, without obtaining HWL’s prior written consent, is strictly forbidden. All software and other related Intellectual Property Rights used on this Site are the property of HWL or its software suppliers and protected by copyright laws.

License Grant; Restrictions on Use; Title; Subscriber Input

License Grant. HWL grants Subscriber during the Term a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Software via the Subscription Services for Subscriber’s internal business purposes only. For the avoidance of doubt, this license applies only to Subscriber, and does not grant any rights to any other person, facility, or entity, whether or not an affiliate of Subscriber.

Restrictions on Use. Subscriber will not (and will not permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, file formats, or interface protocols of the Software or of any files contained in or generated by the Software; (ii) copy, modify, adapt or translate the Software or, or otherwise make any use, resell, distribute or sublicense the Software other than in connection with this Agreement; (iii) make the Software available on a “service bureau” basis or allow any parties to use the Software; (iv) disclose the Software or any of its components to third parties; (v) remove or modify any proprietary marking or restrictive legends placed on the Software; or (vi) use the Software in violation of any applicable law or regulation.

Title. As between HWL and Subscriber, HWL retains title to and ownership of the Software and the Documentation, including all copyrights and other intellectual property rights relating thereto. Subscriber will have no rights with respect to the Software or the Documentation other than those expressly granted under this Agreement. All Intellectual Property Rights (hereinafter defined) evidenced by or embodied in and/or attached/connected/related to the Service, are and shall be owned exclusively by HWL. "Intellectual Property Rights" means worldwide (a) patents, patent applications and patent rights; (b) rights associated with works of authorship, including copyrights, copyright applications, copyright restrictions, mask work rights, mask work applications and mask work registrations; (c) rights relating to the protection of trade secrets and confidential information;(d) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.

Subscriber Input. As between Subscriber and HWL, HWL shall own all right, title and interest in and to, and Subscriber hereby assigns to HWL all right, title and interest, including, without limitation, all intellectual property rights, in and to, (i) all suggestions, enhancement requests, recommendations and/or other feedback provided by or on behalf of Subscriber to HWL relating to the Services (collectively, “Subscriber Input”), and (ii) all customizations, enhancements, and/or modifications arising from any Subscriber Input.

Confidentiality

Definition of Confidential Information. For the purposes of this Agreement, “Confidential Information” means: (a) with respect to HWL, the Software, any and all source code relating thereto, the Documentation, as well as non-public information or material of HWL, and (b) with respect to Subscriber, any non-public information or material of Subscriber. Notwithstanding any of the foregoing, Confidential Information does not include information which: (i) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the “Receiving Party”); (ii) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the “Disclosing Party”); (iii) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (iv) is obtained by the Receiving Party without restrictions on use or disclosure from a third person who did not receive it, directly or indirectly, from the disclosing party.

Use and Disclosure of Confidential Information. The Receiving Party will, with respect to any Confidential Information disclosed by the Disclosing Party: (i) use such Confidential Information only in connection with the Receiving Party’s performance of this Agreement; (ii) not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so.

Protection of Confidential Information. The Receiving Party will protect the confidentiality of any Confidential Information disclosed by the Disclosing Party using at least the degree of care that it uses to protect its own confidential information (but no less than a reasonable degree of care).

Required Disclosures. If a Party is requested to disclose any of the other Party’s Confidential Information pursuant to any judicial or governmental order, that Party will not disclose the Confidential Information without first giving the other Party written notice of the request and sufficient opportunity to contest the order, to the extent such notice and opportunity to contest may be lawfully given.

No Other Warranties

SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED ON A STRICTLY “AS IS” AND “AS AVAILABLE” BASIS UNDER THIS AGREEMENT. HWL DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. HWL DOES NOT WARRANT THE SERVICES WILL (i) BE UNINTERRUPTED, ERROR-FREE (OR THAT ALL ERRORS WILL BE CORRECTED), OR COMPLETELY SECURE, (ii) PROVIDE ACCURATE RESULTS, OR (iii) MEET SUBSCRIBER’S EXPECTATIONS. SUBSCRIBER FURTHER ACKNOWLEDGES THAT THE SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL DAMAGE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY SUBSCRIBER FROM HWL SHALL BE DEEMED TO CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. SUBSCRIBER FURTHER ACKNOWLEDGES THAT ANY DOCUMENTATION OF LIABILITY COVERAGE OR OTHER DISCLOSURES ACCESSED BY HOSPITALS VIA THE SERVICES ARE PROVIDED BY THE SUBSCIRBER AND ARE NOT VERIFIED BY HWL, AND THAT HWL SHALL NOT BE LIABLE FOR ANY INACCURACIES, ERRORS, OR OMISSIONS IN SUCH MATERIALS. To the extent that a Party may not as a matter of applicable law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.

Limitation of Liability

Liability Exclusion. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM SUCH OTHER PARTY’S RIGHTS) FOR CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS OR LOSS OF GOODWILL OR REPUTATION) WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF THE SERVICES OR THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SITE OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELYRESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

THE SECURITY MEASURES USED TO PROTECT USER CONTENT HEREIN ARE USED IN CONJUNCTION WITH THE USER CONTENT “AS-IS” AND WITH NO ASSURANCES THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.

Notwithstanding the foregoing, the foregoing liability exclusion will not apply to Subscriber’s breach of its license restrictions to the extent that acts or omissions on the part of a Party constitute fraud or willful misconduct.

Limitation of Damages. EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED ONE-HUNDRED DOLLARS ($100). Notwithstanding the foregoing, the foregoing liability exclusion will not apply to Subscriber’s breach of its license restrictions or to the extent that acts or omissions on the part of a Party constitute fraud or willful misconduct.

Choice of Law

This Agreement, and any disputes directly or indirectly arising from or relating to this Agreement, will be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law.

Exclusive Forum. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in California for all suits, actions or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to objections based on improper venue or inconvenient forum, and each Party hereby irrevocably submits to the jurisdiction of such courts in any suits, actions or proceedings arising out of or relating to this Agreement.

Government-Restricted Rights

The Software and Documentation are deemed to be “commercial computer Software” and “commercial computer Software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display or disclosure of the Software and Documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

No Waiver

The rights and remedies of the Parties to this Agreement are cumulative and not alternative. No waiver of any rights is to be charged against any Party unless such waiver is in writing signed by an authorized representative of the Party so charged. Neither the failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.

Severability

If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the Parties’ intent.

Termination

If your license to use the Services expires, is terminated, is not renewed, or is otherwise discontinued for any reason, HWL may, without notice, delete or deny you access to any of your content or data that may remain in its possession or control.