USE OF THE PORTAL
GT provides the User with access to a variety of resources on this web based software and service, including other graphical, textual or audio-visual content, software and computer code, including without limitation developer tools and sample code and other services (collectively the “Portal”). GT hereby gives User permission to access the Portal, subject to the conditions and limitations set forth herein. User may use the Portal only while this Agreement remains in effect. User, not GT, is entirely responsible for use of the Portal and all information that User transmits through the Portal. GT does not control User’s Submissions, and, as such, does not guarantee the accuracy, integrity or quality of the information User submits. User represents and warrants that all information provided by User to GT or through the Portal is accurate and reliable. User further represents that, to the best of User’s knowledge and belief, User’s use of the Portal does not directly or indirectly infringe on the legal rights of a third party. User agrees that User will only use the Portal for legitimate and lawful reasons associated with User’s services from GT. User represents and warrants that User is accessing and viewing portions of User’s information and other such available data relating to User’s receipt of services from GT, contained on the Portal for the following purposes and only to the extent permissible under all applicable laws regarding the privacy of protected health information: (i) to communicate securely within the portal; (ii) to view User’s information such as current and historical budget reporting in detail and aggregate form; and (iii) to view User’s employee payment documentation; and (iiii) to view and access program documents. All information created, stored, and processed in the Portal may be protected by law. Additionally, all information viewed through the Portal is strictly confidential and is subject to the protections of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the privacy and security regulations promulgated pursuant to HIPAA, as may be amended from time to time.
As a condition of the use of Portal, the User agrees to not use them for any purpose that is unlawful or prohibited by these terms and conditions. User may not use the Portal in any manner that could damage, disable, overburden or impair any GT server or the networks connected to any GT server, or interfere with any other party’s use of the Portal. User may not attempt to gain unauthorized access to the Portal, other accounts, computer systems or networks connected to any GT server or to any of the Portal, through hacking, password mining or any other means. User may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Portal. User represents and warrants that User’s access to, and use of the Portal, will not: (i) violate any laws; (ii) be defamatory, deceptive, offensive, discriminatory, obscene, or otherwise inappropriate; (iii) consist of “spamming”, sending unsolicited bulk e-mail or other messages, or sending unsolicited advertising; (iv) be threatening or harassing; (v) involve impersonating another person; or (vi) violate the terms and conditions or use of any application, software, or other function made available by GT.
COMPLIANCE WITH LAWS
User must use the Portal in accordance with all applicable laws, regulations and statutes. User agrees that neither User nor any licensees (if any) intend to or will, directly or indirectly, export or transmit the Portal to any country in violation of export restrictions.
RIGHTS TO INTELLECTUAL PROPERTY AND INFORMATION
All right, title and interest to intellectual property contained or disclosed herein remains with GT. This site and all content in this site may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, or used for the creation of derivative works except as allowed by permissions granted to User’s account. GT grants Users a non-exclusive, non-transferable, limited permission to access and display the Web pages within this site, solely on User’s computer and for the specific use for which User is expressly authorized. This permission is conditioned on User’s observance and maintenance of all copyright, trademark, and other proprietary notices, and User’s acceptance of all terms, conditions, and notices accompanying the content or otherwise applicable to this Portal.
Failure to comply with the terms, conditions, and notices on this site will result in automatic termination of any rights granted to User, without prior notice. All copies of downloaded materials in User’s possession or control containing PHI shall be strictly maintained in accordance with HIPPA (as defined below) and other applicable laws. Except as expressly provided herein, GT does not grant User any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. User may not mirror any of the content from this site on another Web site or in any other media.
CONFIDENTIAL INFORMATION, PRIVACY AND PROTECTION OF PERSONAL INFORMATION
As a condition of the use of the Portal, User agrees to not disclose any i) Protected Health Information (“PHI”), information protected under the Health Insurance Portability and Accountability Act of 1996 (“HIPPA”) or ii) any proprietary or confidential information contained in the Portal, (collectively, all such information referred to as “Confidential Information”). User agrees to report to GT any security incident or breach of which User is or becomes aware that any Confidential Information, including any PHI or other protected health information is compromised. User agrees to use any Confidential Information solely in connection with the User’s authorized use of the Portal subject to the terms of this Agreement. No other right or license, whether expressed or implied, in the Confidential Information is granted to the User.
EFFECTIVE TIME; TERMINATION
This Agreement shall take effect at the time User first accesses the Portal and shall remain in effect until this Agreement is terminated. Either party may terminate this Agreement at any time, with or without cause, upon ten (10) days’ prior notice. If User wishes to terminate this Agreement, User must do so by deleting User’s account online. In addition, GT may terminate this Agreement immediately if: (i) User breaches this Agreement or (ii) in GT’s sole discretion, an audit demonstrates unusual or inappropriate use of the Portal from User’s account. In the event of termination for any reason, User’s right to use the Portal shall end immediately. User must destroy all copies of relevant software on User’s computer or in User’s possession, if applicable.
The Portal may provide links to other websites or resources. User acknowledges and agrees that GT is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such sites or resources. User further acknowledges and agrees that GT shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with User’s use of or reliance on any such content, goods, products or services available on or through any such site or resource.
The Portal is designed to be compliant with the privacy and security requirements of the Health Insurance Portability and Accountability Act of 1996 and is protected using industry standard security measures. While the security measures should reasonably protect User’s information and use of Portal, if User has any concerns regarding the security of User’s information or the use of the Internet to access User’s medical record or transmit information through Portal, User should not use the Portal.
DISCLAIMER OF WARRANTY
THE PORTAL AND ALL INFORMATION IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. USER’S USE OF THE PORTAL AND ACCESS TO ANY CONFIDENTIAL INFORMATION OR OTHER INFORMATION HEREIN IS PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT. GT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE AVAILABILITY, USE, TIMELINESS, SECURITY, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE CONTENT OF THE PORTAL OR ANY OTHER PORTALS LINKED TO OR FROM THE SITE, ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PORTAL IS DONE AT USER’S OWN DISCRETION AND RISK AND USER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, OR USE OF THIS PORTAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PROVIDED BY GT WILL BE DEEMED TO ALTER THIS DISCLAIMER OF WARRANTY, OR TO CREATE ANY WARRANTY.
LIMITATION OF LIABILITY
USER EXPRESSLY UNDERSTANDs AND AGREEs THAT GT SHALL NOT BE LIABLE TO USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT ARISE FROM USER’S USE OR INABILITY TO USE THE PORTAL INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INJURY, ILLNESS, DISABILITY, LOSS OF USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT SHALL THE AGGREGATE LIABILITY OF GT EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY USER TO GT FOR ACCESS TO AND USE OF THE PORTAL. THE SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PORTAL WILL BE TO STOP USING IT. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
In consideration for GT granting User permission to use the Portal, User expressly releases and holds harmless GT, as well as its trustees, officers, directors, employees, agents and affiliates from any and all claims, liabilities, demands, causes of action, costs, expenses, and damages of every kind and nature, in law, equity, or otherwise, arising out of or in any way related to User’s use of the Portal, or any of the data, applications, software, or other content obtained or utilized by accessing the Portal, whether or not arising from any acts or omissions by GT, or its trustees, officers, directors, employees, agents or affiliates.
In addition, User shall indemnify and hold harmless GT, and its officers, directors, agents, affiliates, and employees, against all actual and direct losses, liabilities, damages, claims, costs or expenses (including reasonable attorney’s fees) they may suffer as the result of third-party claims, demands, actions, investigations, settlements or judgments against them arising from or in connection with any breach of this Agreement, or from any claim of any nature or any wrongful acts or omissions, by User or User’s Authorized Users or User’s other employees, officers, or agents.
Governing Law; Legal Jurisdiction
The laws of the State of Michigan govern this Agreement, User’s access to and use of the Portal, and the data and other content obtained thereby under this Agreement, without regard to conflict of law principles. User hereby submits to the exclusive jurisdiction of the courts in the State of Michigan with venue in St. Joseph County, and waives any jurisdictional venue or inconvenient forum objections to such courts.