Updated: August 04, 2021
Introduction
This agreement describes the terms and conditions under which you will use the services at www.odeza.com (our “Website”) provided by Odeza, LLC, An Ensemble Health Partners Company (“Odeza”). By completing your online registration for the Website, you agree to all of the terms and conditions set out in this agreement. If you do not agree with any of the terms and conditions set out in this agreement, please do not use this site. Odeza reserves the right to change these guidelines and disclaimers at any time, and you agree that each visit you make to the Website shall be subject to the current guidelines. If you have any questions that this guide does not answer, please email us. Except as otherwise provided herein, this Terms of Use Agreement applies to all Users of any service at Odeza.
You may not use our Service or any part of the Website if you do not agree with any of our Terms of Use or our Privacy Policy, which may be found at www.odeza.com/privacy.
System Integrity
The Website (including any content made available through the Website) is the property of Odeza (or its licensors) and is protected by applicable intellectual property laws. You may utilize the Website only as permitted by these Terms. You may not, and will not (1) use any device, software or routine to interfere with, modify, adapt, alter, translate or create derivative works of the Website; (2) interfere in any manner with the operation of the Website; (3) circumvent, or attempt to circumvent, any electronic protection measures in place to regulate or control access to the Website; (4) take any action that imposes an unreasonable or disproportionately large load on the Website’s infrastructure, including but not limited to “spam” or other unsolicited mass e-mailing techniques; and (5) attempt to decipher, decompile, disassemble or reverse engineer any of the software or HTML code comprising or in any way making up a part of the Website.
User Account
In order to access certain features within the Services, You may be required to create an account, and select a password and user name (“User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. Your use of certain Services may be subject to additional terms and conditions beyond these Terms, pursuant to a user agreement (“User Agreement”) between you and Odeza. By using the Services, you agree to be bound by both these Terms and the terms of any User Agreement that may apply to you.
You represent and warrant that you are of legal age to form a binding contract. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
You will only use the Services for your own internal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.
Intellectual Property Rights
The design of the Website along with Odeza created text, scripts, graphics, interactive features and the like, and the trademarks, service marks and logos contained therein (the “Odeza marks”), are owned by or licensed to Odeza, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. You agree to not engage in the reproduction, copying, downloading or distribution of any of the Website in any form or by any means, including but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Odeza or the other applicable copyright owner. By using the Website, you expressly waive any and all claims against Odeza or any individuals appearing on the website arising from the use of the Website.
User Interaction
Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
The Services may contain links or connections to third party websites or services that are not owned or controlled by Odeza. When you access third party websites or use third party services, you accept that there are risks in doing so, and that Odeza is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.
Odeza has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Odeza will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
Disclaimer
The content on or otherwise related in any way Odeza’s website or any third party sites or services linked to or from any Odeza site is provided “as is” and without warranties of any kind. To the fullest extent permissible pursuant to applicable law, we disclaim all warranties, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, accuracy, completeness, availability, security, compatibility and non-infringement. We do not warrant that our sites or any content will be error-free, that access thereto will be uninterrupted, that defects will be corrected, or that any Odeza site or the servers that make such content available are free of viruses or other harmful components. Moreover, you assume the entire cost of all necessary servicing, repair or correction. We do not warrant or make any representations regarding the use or the results of the use of any content, nor do we warrant the accuracy of the content or any information you may obtain from our site. You hereby irrevocably waive any claim against us with respect to content and any content you provide to third party sites (including credit card and other personal information).
Limitation of Liability
Under no circumstances, including negligence, shall we, our licensors or licensees, or any of the foregoing entities’ respective resellers, distributors, service providers or suppliers, be liable to you or any other person or entity for any direct, indirect, incidental, special or consequential damages including lost profits and property damage of any nature whatsoever, that result from (a) the use of, or the inability to use, any Odeza site or content, or (b) the conduct or actions, whether online or offline, of any user of the Odeza site or any other person or entity, even if we have been advised of the possibility of such damages. In no event shall our total liability to you for all damages, losses and causes of action whether in contract, tort (including negligence) or otherwise exceed the amount paid by you, if any, or $100 (whichever is less) for accessing or participating in any activity related to any Odeza site. Moreover, under no circumstances shall we, our licensors or licensees, or any of the foregoing entities’ respective resellers, distributors, service providers or suppliers, be held liable for any delay or failure in performance resulting directly or indirectly from an act of force majeure or causes beyond our or their reasonable control. We may terminate your further access to Odeza sites or change the Odeza sites or delete content or features in any way, at any time and for any reason or no reason. The limitations, exclusions and disclaimers in this section and elsewhere in these terms and conditions of use apply to the maximum extent permitted by applicable law.
The service is controlled and offered by Odeza from its facilities in the United States of America. Odeza makes no representations that the Odeza site is appropriate or available for use in other locations. Those who access or use the Odeza site service from other jurisdictions do so at their own volition and are responsible for compliance with those local laws. In addition, those individuals who decide to access and/or use the website are fully responsible for complying with these terms of use and the privacy policy, whether or not they have the ability to read and understand written English.
Indemnity
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Odeza shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this site, or between users and any third party, you agree that Odeza is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Odeza, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.
You hereby agree to indemnify, defend, and hold Odeza, and its licensors, licensees, distributors, agents, representatives and other authorized users, and each of the foregoing entities’ respective resellers, distributors, service providers, Website hosting service and suppliers, and all of the foregoing entities’ respective officers, directors, owners, employees, agents, representatives and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all losses, damages, liabilities and costs (including settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms of Use or claims arising from your use of the Odeza website and/or your account(s). You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
Ability to Accept Terms of Service
You affirm that you are either more than 13 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are at least 13 years old as the Odeza and this Website is not intended for children under 13. You further represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a” terrorist-supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.
Assignment
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Odeza without restriction or notice.
General
If any provision of these Terms of Use shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. No waiver of any provision of these Terms of Use by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these terms and conditions of use shall not constitute a waiver of such right or provision. In these Terms of Use, the word “including” is used illustratively, as if followed by the words “but not limited to.” You agree that any cause of action you may have arising out of or related to these terms and conditions of use or any Odeza site must commence within one (1) year after the cause of action accrues; otherwise, such cause of action shall be permanently barred. Supply of goods, services and software through Odeza website is subject to United States export control and economic sanctions requirements. By acquiring any such items through Odeza’s website, if at all, you represent and warrant that your acquisition comports with and your use of the item will comport with those requirements. Without limiting the foregoing, you may not acquire goods, services or software through the Odeza website if: (1) you are in, under the control of, or a national or resident of any embargoed county, or if you are on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List or Entity List or (2) you intend to supply the acquired goods, services or software to any embargoed county (or a national or resident of one of these countries) or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List or Entity List.
Amendments
At any time, we may amend these terms and conditions of use (including by modification, deletion and/or addition of any portion thereof). If we make a material amendment to these terms and conditions of use, we will notify you of such amendment by sending you a message at your username account. Any such amendment to these terms and conditions of use will be effective thirty (30) calendar days following either our dispatch of a-notice to you or our posting of notice of the changes on the sites.
Governing Law, Jurisdiction and Venue
You agree that any action at law or in equity arising out of or relating to these terms and conditions of use or the Odeza website shall be governed by the laws of the State of Illinois, without giving effect to any principles of conflicts of law. You also agree that any action arising hereunder shall be filed, and that venue properly lies, only in state or federal courts located in Cook County, Illinois, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. We do our best to ensure that our Content on any Odeza Site is appropriate or available for use in any particular location. However, those who choose to access the Odeza site do so on their own initiative and are responsible for compliance with all applicable laws including any applicable local laws.
Privacy Policy
We understand you value your privacy. At Odeza, we want to make your experience online satisfying and safe. For these reasons, we have created a Privacy Policy that governs information you provide to us or we learn from your use of this Website, and tells you how we may collect, use and in some instances share this information. Please review our Privacy Policy at www.odeza.com/privacy. By using our Website, you indicate your acceptance of our Privacy Policy.
HIPAA Compliance
Additionally, at Odeza, we take the privacy of medical patients very seriously. For more information on Odeza’s commitment to HIPAA compliance, please review our documentation at www.odeza.com/hipaa.
Questions?
Questions or comments about our Terms of Use, Privacy Policy, HIPAA Compliance, or other aspects of the Odeza website can be emailed or sent by U.S. Mail to:
Odeza, LLC
117 N. Jefferson St.
Suite 306
Chicago, IL 60601
