Terms of Service

TERMS OF SERVICE

Created: January 28, 2020

1. Acceptance of the Terms of Service

These terms of service are entered into by and between you and the Society for Healthcare Organization Procurement Professionals, Inc., a nonprofit trade association Society for Healthcare Organization Procurement Professionals (“SHOPP”, “we”, “us” or “our”). The following terms and conditions (“Terms of Service”) govern your use to and use of shopp.org/contacts and all associated SHOPP web pages, including without limitation all content, materials, information, policies, modifications, updates, enhancements, revisions, new features, and or new web properties of such pages, along with all Website services provided through such websites and web pages (collectively “Website”) whether as a guest or a registered user.  

Please read the Terms of Service carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, found at shopp.org/privacy-policy/, incorporated herein by reference. If you do not want to agree to these Terms of Service or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract with SHOPP and meet all the foregoing eligibility requirements. If you do not meet these requirements, you must not access or use the Website.

2. Purpose.

The Website provides: (a) a nonprofit organization for the empowerment of procurement professionals in the post-acute care and long-term care industries; (b) the publicly accessible portion of the Website providing access to information concerning SHOPP services for informational and educational purposes only; and (c) interactive communication tools, such as blogs, discussion boards, and forums in the non-public portion of the Website (collectively, the “Services”). Please review SHOPP’s Antitrust Policy in Section 6 before participating in the Website’s interactive and discussion features.

3. Changes to the Terms of Service.

We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction in Section 15 (below) will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Service means that you accept and agree to the changes.  You are expected to check this page regularly, so you are aware of any changes as they are binding on you.

4. Accessing the Website and Account Security.

We reserve the right to withdraw or amend this Website, and any Service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users. You are responsible for both:

  • Making all arrangements necessary for you to have access to the Website.
  • Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Service and comply with them.

To access the Website or some of the Services it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, using any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Service.

5. Prohibited Uses.

You agree to use the Website only for lawful purposes and in accordance with these Terms of Service.  You agree not to use the Website:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Copyright and Other Intellectual Property set out in Section 13 of these Terms of Service.
  • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
  • To impersonate or attempt to impersonate SHOPP, a SHOPP employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm SHOPP or users of the Website, or expose them to liability.

Additionally, you agree not to:

  • Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
  • Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
  • Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Website.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
  • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Website.

6. ANTITRUST POLICY

To ensure that SHOPP and members comply with federal and state antitrust laws, users must comply with this antitrust policy as a condition of using this Website, its discussion boards, interactive features, content, and other services. Antitrust laws recognize that participation in the disclosure or exchange of certain competitively sensitive information among healthcare providers can further beneficial competition and patient welfare. However, the dissemination and exchange of certain information may raise anti-competitive concerns and also may have the effect of encouraging collusion or group boycotts resulting in anticompetitive effects and potentially in violations of the antitrust laws.  Users will exchange different types of information through the Website just as they do during general meetings of SHOPP, and thus they must avoid the disclosure or exchange of certain types of information through the community.

Generally, antitrust laws prohibit understandings or agreements among sellers and among purchasers that lessen competition.  Thus, users cannot reach understandings, make agreements, or otherwise concur on positions or activities that in any way might tend to raise, lower, or stabilize the prices they charge for their products or services or the prices they pay for products or services they purchase.  Most importantly, users should not disclose or exchange the prices they charge or pay for products or services through the community. Users can discuss historical pricing activities, so long as such information is general in nature and does not include data on current or future prices, fees being charged or paid, or other terms and conditions of sale that may lead to agreement on what to charge or pay or constitutes a reasonable, fair, or appropriate price or fee to charge or pay for any service or product. An unlawful price-fixing violation may be inferred from price-related discussions or exchanges of specific pricing information followed by parallel decisions on pricing by users—even in the absence of an oral or written agreement.

The antitrust laws prohibit most types of agreements or understandings among sellers or purchasers not to compete. Thus, antitrust laws prohibit most types of agreements by which sellers or buyers reach an understanding or agreement regarding the geographical areas in which they will operate, the products or services they will sell or buy, or the types of customers or vendors with which they will deal.  Therefore, users may not discuss or exchange information about the division of territories, products, or customers through the community. Moreover, users may not discuss whether or not to sell to or buy from particular customers or vendors.  Users may discuss their specific experiences with particular customers or vendors but should not indicate their future relationships with them and should not make recommendations through the community about actions that other users should take toward them.

Users must, and by participating in the SHOPP community, agree to abide by the following policies to ensure compliance with antitrust laws:

  • Users shall not provide an exact price for a given product or service that they sell or purchase, including a percentage saving. Users are allowed to informally survey whether through wholesalers, specialty distributors, or manufacturers, but users may not attempt to conduct formal or informal surveys regarding pricing, or pricing for any other product or service.
  • Users shall not share or discuss contract terms related to pricing or payment issues (e.g., different types of fee arrangements). Users may discuss contract terms wholly unrelated to remuneration or financial benefit. For example, users may discuss contract terms concerning compliance, such as a provision addressing a vendor’s role in assisting a hospital with regular self-audits.
  • Users shall not use language tending to encourage or invite an understanding or agreement to act in a particular way. This includes suggestions that users should/should not engage in negotiations with a particular entity, or communications about taking a hardline stance with respect to a certain manufacturer, wholesaler, specialty distributor, payer, pharmacy, vendor, or any other company.
  • Users shall not recommend, or seek the endorsement or approval of members, corporate partners, SHOPP staff, volunteers, elected officers, or SHOPP generally, with respect to a negotiating tactic, target price, or other communication relating to sub-ceiling pricing for products or drugs, or pricing for any other product or service.
  • Users agree that SHOPP is the sole moderator of discussion boards and forums and other content and interactive features, and as such, retains the right to modify, redact, or remove any question, communication, or answer that is in violation of these antitrust policies.

7. INFORMATION DISCLOSURE.

7.1 Disclosure under Law.

      SHOPP reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, including personally identifiable information, or to edit, refuse to allow or to remove any information or materials, in whole or in part, in SHOPP’s sole discretion.

7.2 Providing Correct Personal Information

      In the course of using the Website, you may be required to enter certain information, including without limitation personal information (collectively, “Information”). You represent and warrant that you will provide SHOPP with full, true and correct Information, and to update such Information on the Website promptly as reasonably necessary and as required by SHOPP.

8. MATERIALS

8.1 License in Materials

SHOPP does not claim ownership of any data, information (both personal or otherwise) or other materials that you enter through the Website (collectively, “Materials”). There are two types of Materials: (a) Materials relating to you and your family that are uploaded for purposes of registering for the Services (collectively, “Account Materials”), and (b) Materials that are uploaded by you for purposes of general dissemination, such as posting images and other content, participating in forums, commenting on the blog, or providing Feedback, defined below (collectively, “General Materials”). By transmitting, uploading, inputting, providing or submitting (collectively, “Submitting” or “Submit”) any Account Materials, you are granting SHOPP, its affiliated companies and sublicensees a non-exclusive, royalty-free, worldwide right to (i) post your Account Materials for your access and use, (ii) make those uses of your Account Materials that are either identified at the time you provide such Account Materials or can reasonably be anticipated by you, (iii) use your Account Materials in the manner specified in the Privacy Policy, and (iv) archive your Account Materials thereafter. Account Materials are only retained by SHOPP as long as reasonably necessary to provide the services for which such Account Materials were submitted. By Submitting any General Materials, you are granting SHOPP, its affiliated companies and sublicensees a non-exclusive, royalty-free, perpetual, worldwide, irrevocable and fully sublicenseable license in and to such General Materials for use for any purpose and confirming that such General Materials are non-confidential and non-proprietary. You hereby waive all rights to any claim against SHOPP Entities (defined below) and any Website users for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with Materials. In the event that you Submit to SHOPP any Account Materials for the purpose of making such materials generally accessible to other the Website users, such as for use as part of a content submission, such materials will be deemed General Materials and you grant SHOPP a General Materials license in such materials.

8.2 Feedback. If you provide SHOPP with Materials such as comments, bug reports, feedback or modifications proposed by you to SHOPP, about the Website, or the goods and/or services provided through the Website (collectively, “Feedback”), then in addition to the license granted in all Materials, SHOPP will have the right to use such Feedback at SHOPP’s discretion, including but not limited to incorporating such Feedback into the Website and the right to assign, license or otherwise use such Feedback. You hereby give SHOPP a perpetual, irrevocable, non-exclusive license under all rights necessary to incorporate such Feedback and use such Feedback for any purpose. No compensation will be paid with respect to the use of your Materials.

8.3 Your Responsibility for Materials and SHOPP’s Monitoring Rights. You agree that you are solely responsible for your own Materials and the consequences of transmitting those Materials. SHOPP has no obligation to monitor you or any other user’s use of the Website. SHOPP reserves the right to review and monitor your use of The Website, including without limitation your use of any user ID and/or password in accessing The Website and any Materials submitted to or revised on the Website, and to remove any Materials that SHOPP believes in its sole discretion violate these Terms.

9. REPRESENTATIONS AND WARRANTIES

9.1 User Representations and Warranties.  By using or accessing Website or Submitting your Materials, you (1) represent and warrant that you own or otherwise control all of the rights to your Materials necessary to grant the licenses granted in these Terms, including, without limitation, all the rights necessary for you to Submit the Materials, and have all right, power and authority to enter into these Terms and to fully perform hereunder, (2) represent and warrant that your use of Website, Website content and/or Materials does not and will not violate or infringe any third party right, including but not limited to any third party intellectual property right, right of publicity or privacy, right of trade secret or confidentiality, or contractual right, or violate these Terms, Additional Terms, the Privacy Policy or any other agreement to which you are bound or any law, rule, regulation, order or judgment to which you are subject, (3) represent and warrant that you will comply with all applicable laws, contracts and/or agreements, at your sole expense and liability, in connection with your use of or access to Website, (4) represent and warrant that you will only Submit and use Materials that may be used in accordance with the licenses you have granted herein, and (5) agree that SHOPP shall not be liable to you or any third party for accepting or not accepting your Materials or for deleting or not deleting your Materials, in whole or in part.

9.2 Liability Disclaimer.  You acknowledge that SHOPP is not a healthcare provider and is not engaged in rendering legal, medical, counseling, or other professional services or advice. The Website is provided solely for the Purpose and should not be used in place of a visit or consultation, or of otherwise securing the advice of a physician or other health care or professional services provider for any situation or problem that you or a patient may have. Do not use the Website or Services to diagnose or treat a disease or health problem.

9.3 Forward Looking Statements.  The Website may contain forward looking statements that are subject to risks and uncertainties that might cause actual results to differ from those foreseen. We wish to caution you that these statements are only predictions and those actual events or results may differ materially. SHOPP assumes no obligation and does not intend to update these forward-looking statements.

9.4 External Links or References.  The Website may contain links or references to other parties’ Website, which are provided as a convenience to you only. Please be aware that we cannot be and are not responsible for the privacy or other practices of any such outside sites (which sites are not part of the Website), and SHOPP expressly disclaims any and all liability related to such sites and sites relating thereto. SHOPP does not endorse, and is not responsible or liable for, directly or indirectly, any damage or loss caused or alleged to be caused by or in connection with any content, advertising, products or other information on or available from such linked sites or any link contained in a linked site. We encourage our users to consider this if they decide to visit such outside sites and to read the applicable privacy policies and terms of service of each such site.

9.5 Disclaimer of Representations and Warranties.  YOU AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. EFFORTS BY SHOPP TO MODIFY THE WEBSITE SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS. WEBSITE, INCLUDING ALL CONTENT, INFORMATION OR SERVICES PROVIDED THROUGH, OR IN CONJUNCTION WITH, WEBSITE, ARE PROVIDED “AS IS,” AS A CONVENIENCE TO ALL USERS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES (1) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (2) OF INFORMATIONAL CONTENT OR ACCURACY, (3) OF NON-INFRINGEMENT, (4) OF QUIET ENJOYMENT, (5) OF TITLE, (6) THAT THE WEBSITE WILL OPERATE IN AN ERROR FREE, TIMELY, SECURE, OR UNINTERRUPTED MANNER, IS CURRENT AND UP TO DATE AND ACCURATELY DESCRIBES SHOPP PRODUCTS AND SERVICES, OR IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (7) THAT ANY DEFECTS OR ERRORS IN THE WEBSITE WILL BE CORRECTED, OR (8) THAT THE WEBSITE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM.

9.6 Disclaimer of Liability.  IN NO EVENT SHALL SHOPP AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, INTERNAL OPERATING UNITS, AFFILIATES, SUBSIDIARIES, SUBLICENSEES, SUCCESSORS AND ASSIGNS, INDEPENDENT CONTRACTORS, AND RELATED PARTIES (COLLECTIVELY, WITH SHOPP, THE “SHOPP ENTITIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE OR WITH THE DELAY OR INABILITY TO USE SAME, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEBSITE, OR FOR ANY INFORMATION, PRODUCTS, AND SERVICES OBTAINED THROUGH OR VIEWED ON THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHERWISE, EVEN IF SHOPP HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM SHOPP’S NEGLIGENCE OR GROSS NEGLIGENCE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, LIABILITY OF SHOPP ENTITIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. ADDITIONAL DISCLAIMERS APPEAR WITHIN THE BODY OF THE WEBSITE AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THE WEBSITE OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY. THIS INDEMNIFICATION SHALL APPLY TO THIRD PARTY CLAIMS AS WELL AS CLAIMS BETWEEN THE PARTIES.

10. INDEMNIFICATION. You will indemnify, defend (or settle) and hold harmless SHOPP Entities from all claims, actions, proceedings, losses, settlements, judgments, liabilities, suits, damages, disputes or demands, including without limitation any proceeding, investigation or claim by a self-regulatory SHOPP, state or federal securities agency or commission, and including reasonable attorney’s fees and all other costs, fees, and expenses (collectively, “Claims”) against any of SHOPP Entities to the fullest extent permitted by law arising out of or in connection with (1) your conduct, provision of content or use of the Website, or such actions by any third party through you, (2) your violation of the rights of another person or party, (3) any Materials provided or made available by you, and (4) any breach or violation by you of your obligations under these Terms, including without limitation any breach of your representations and warranties herein. You will not settle any indemnified claim without the prior written consent of SHOPP, such consent not to be unreasonably withheld. In connection with any Claims that may give rise to your indemnification obligations as set forth above, SHOPP Entities shall have the exclusive right, at their option, to defend, compromise and/or settle the suit, action or proceeding, and you shall be bound by the determination of any suit, action or proceeding so defended or any compromise or settlement so effected. The remedies provided in this Section are not exclusive of and do not limit any other remedies that may be available to SHOPP Entities pursuant to this Section.

11. YOUR ACCOUNT

11.1  Security of Account and Password.  In the event you establish an account and receive or establish a password for such account, you are responsible for maintaining the confidentiality of your account and password, and for restricting access to your computer. You accept full responsibility and liability for all activities that occur under your account or password. SHOPP reserves the right to refuse service, terminate accounts, or remove content in its sole discretion. You represent and warrant that the information you supply during any registration or update process will be accurate and complete and that you will not (1) impersonate or misrepresent your association with any person or entity, including without limitation registering under the name of another person, or seek to conceal or misrepresent the origin of any content or information provided by you, (2) choose a user name that SHOPP in its sole discretion deems inappropriate, or (3) choose a user name for the purposes of deceiving or misleading SHOPP as to your true identity. You agree not to impersonate any other person.

11.2  Notification of Unauthorized Use/Ceasing Access.  You shall notify SHOPP immediately of any unauthorized use or threat of unauthorized use of your account or the Website or of any other breach or potential breach of security known to you with respect to your account or the Website, including without limitation any loss or compromise of any password, and will cooperate with SHOPP in every reasonable way to help SHOPP prevent the further unauthorized use, threat of unauthorized use, disclosure or threat of disclosure regarding The Website, your account and/or your password. You agree that immediately upon termination of your right to use the Website or any password-protected portion of the Website, or upon any earlier demand by SHOPP at any time, you will cease all access and/or use of the Website or such password protected portion of the Website and will not attempt to access and/or use same.

12. CONFIDENTIALITY. You acknowledge that by use of portions of the Website, you may use and you may acquire Confidential Information from SHOPP and other members of the Community. To protect you, your company, the SHOPP and members of the SHOPP we require you to agree to the following:

12.1  “Confidential Information” is defined herein as all confidential and/or proprietary information and trade secrets of a person or entity (“Person”), whether or not memorialized, and in any form or media, regarding the Person or Person’s business, including without limitation those relating to the Person’s financial information, intellectual property, healthcare programs, healthcare technology, research and development, systems, software, business plans, business operations, strategies, technical information, members, membership lists, customers, customer lists, suppliers, operating policies and procedures, and any third-party information that the Person is required to keep confidential where such information is not generally accessible without a password. “Confidential Information” includes any account passwords.

12.2  You shall not at any time, directly or indirectly, for any purpose, use, copy, or disclose to other users any of SHOPP’s Confidential Information, or permit others to do so, other than for the purposes expressly allowed hereunder.

12.3  You shall not at any time, directly or indirectly, for any purpose, use, copy, publish, display, or disclose to other users the Confidential Information of a third-party Person with whom you have an agreement that obligates you to keep in confidence the Confidential Information of such Person.

12.4  SHOPP may seek and obtain injunctive relief against the release or threatened release of its Confidential Information, in addition to any other available legal remedies. You shall notify SHOPP immediately if you learn of any unauthorized possession or use of the Confidential Information and will promptly furnish all details of such possession or use to SHOPP.

12.5  You represent and warrant that your use of the Website, including but not limited to participation in discussion boards, forums, and interactive features of the Website, does not, and will not breach (i) any agreement that obligates you to keep in confidence the Confidential Information of a third-party Person, including but not limited to agreements with vendors who provide services to SHOPP members.

13. COPYRIGHT AND OTHER INTELLECTUAL PROPERTY

13.1  Site Ownership.  The Website and all content, organization, graphics, design, compilation, translation, and other matters related to the Website (collectively, “Content”) are protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights pursuant to international conventions and U.S. and other laws. The Website and all Content is the property of SHOPP and/or third-party licensors, and all right, title and interest in and to the Website and Content will remain with SHOPP or such third-party licensors. Other product and names mentioned herein may be the trademarks of their respective owners. You do not acquire ownership rights to the Website or any Content other than any rights in the Materials that you may have. You will abide by any and all additional copyright notices, information, or restrictions contained in any Content. You will not modify, adapt, translate, reverse engineer, decompile, or disassemble the Website or any of the Website content. You may only use the Website and the Content as expressly permitted herein, and any other use is prohibited. Any copying, republication, or redistribution of the Website or Website content, including by caching, framing, or similar means, is expressly prohibited without the prior written consent of SHOPP and/or the respective intellectual property rights holder identified in the subject content, which consent to be granted or withheld at the sole discretion of the rights holder.

13.2  Copyright Infringement Claims.  SHOPP respects the intellectual property rights of others and expects our users to do the same. We reserve the right to terminate your access to the Website if we find that you submitted third party content to the Website without the written authorization of the copyright owner.

         If you believe that your work has been copied in a way that constitutes copyright infringement, please provide SHOPP’s Designated Copyright Agent, identified below, with all information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512, summarized as follows: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online website is covered by a single notification, a representative list of such works at that website; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party; (5) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (7) any other materials or information as may be required under the DMCA as amended from time to time or by the U.S. Copyright Office.

13.3  Designated Copyright Agent.  Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted to SHOPP Designated Copyright Agent using the following contact information: 

Agent Name:    SHOPP Copyright Agent

Tel:  877-267-4677

Email:  copyright@shopp.org 

USPS Address:
Society for Healthcare Organization Procurement Professionals, Inc.
Attn: SHOPP Copyright Agent
4006 Route 9 South
Morganville, NJ 07751 

ALL INQUIRIES TO THE COPYRIGHT AGENT NOT RELATED TO A COPYRIGHT INFRINGEMENT CLAIM WILL RECEIVE NO RESPONSE.

14. DISPUTE RESOLUTION (ARBITRATION CLAUSE)

14.1  Binding Arbitration.  You and SHOPP each agree to submit to binding arbitration in the event of a dispute, controversy or claim (each, a “Dispute”) arising out of or in connection with these Terms or the breach, termination, enforcement, interpretation or validity thereof (including the determination of the scope or applicability of these Terms to arbitrate), your or SHOPP’s rights and obligations under these Terms, the Website, the use of the Website, and/or the information, services and/or products that may be provided by or through or in connection with the Website. The arbitration will be held in Monmouth County, NJ before one arbitrator on an individual basis and not as a class action. You expressly waive any right you may have to arbitrate a dispute as a class action. You also expressly waive your right to a jury trial. The arbitration will be administered by JAMS (www.jamsadr.com). You may obtain a copy of the rules of JAMS by contacting the organization. You and SHOPP shall agree on one arbitrator to conduct the arbitration. In the event the parties cannot agree on an arbitrator, the arbitrator will be selected in accordance with the JAMS rules. Each party shall be responsible for its own attorney, expert and other fees, unless such fees are awarded by the arbitrator to the prevailing party. Notwithstanding anything to the contrary in this Section, to the extent you have in any manner violated or threatened to violate SHOPP’s intellectual property rights, SHOPP may seek (and you will not contest) injunctive or other appropriate relief in any local or federal court in or around Monmouth County, NJ, and you consent to exclusive jurisdiction and venue in such courts.

14.2 Arbitration Final.  The arbitrator’s award is final and binding on all parties. The Federal Arbitration Act, and not any state law concerning arbitration, governs all arbitration under this clause. Any court having jurisdiction may enter judgment on the arbitrator’s award. If any part of this clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. Notwithstanding anything to the contrary contained herein, if the waiver of class action rights contained herein is not enforceable as to any person or persons, such non-enforceability shall apply to such person or persons only, and all other persons shall continue to be governed by the Arbitration Clause.

14.3  Giving Up Right of Class Action.  These Terms provide that all Disputes will be resolved by binding arbitration and not in court or by jury trial. IF A DISPUTE IS ARBITRATED, YOU GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST SHOPP ENTITIES INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. WITHOUT LIMITATION, THIS INCLUDES GIVING UP YOUR RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION AS SET FORTH IN ANY STATE STATUTE.

15. GOVERNING LAW AND JURISDICTION SECTION; WAIVER OF JURY TRIAL

To the maximum extent permitted by law, these Terms are governed by the laws of the United States of America and the Monmouth County, NJ, excluding any law or conflicts of law principle that would apply the law of another jurisdiction. To the extent a Dispute is not governed by the Arbitration Clause, you hereby consent to the exclusive jurisdiction and venue of state or federal courts in Monmouth County, NJ in all disputes arising out of or relating to the use of the Website or under these Terms; provided, however, that in the event SHOPP is sued or joined by a third party in any other court or in any other forum in respect of any matter which may give rise to a claim by SHOPP hereunder, you consent to the jurisdiction of such court or forum over any claim which may be asserted by SHOPP therein. You irrevocably consent to the exercise of personal jurisdiction by such courts in any such action. In addition, and notwithstanding the foregoing, you irrevocably waive, to the fullest extent permitted by law, any objection that you may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon you and may be enforced in any court in which you are subject to a jurisdiction by a suit upon such judgment. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation this paragraph. To the extent a claim is not governed by the Arbitration Clause, SHOPP and you each hereby waive the right to a trial by jury in any court and in any suit, action or proceeding, whether in tort, contract, or otherwise, in which any such party is a party, as to any claim arising out of or in connection with these Terms, your or SHOPP’s rights and obligations under these Terms, the Website, use of Website, and/or the services and/or products that may be provided by or through or in connection with the Website.

  1. MISCELLANEOUS

16.1  Viewing, Accessing and Use Outside the United States. If and when any products or services referenced on the Website become available, they will become available in the United States and may not become available elsewhere. SHOPP makes no claims that the Website or any products or services referenced therein may be lawfully viewed, accessed or used outside the United States. Access or use of the Website or any products or services referenced therein may not be legal by certain persons or in certain countries. If you access or use The Website from outside of the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.

16.2  No Joint Venture.  You agree that no joint venture, partnership, employment or agency relationship exists between you and SHOPP as a result of these Terms or your use of the Website.

16.3  Headings.  Section headings and other captions in these Terms are used solely for the convenience of the parties, have no legal or contractual significance, and shall not be used in interpreting, construing or enforcing any of the provisions of these Terms.

16.4  Survival.  The provisions of the following sections shall survive any termination or expiration of these Terms: Antitrust Policy, Disclosure Under Law, Materials, User Representations and Warranties, Disclaimers, Indemnification, Confidentiality, Copyright and Other Intellectual Property, Dispute Resolution (Arbitration Clause), Choice of Law; Jurisdiction and Venue; Waiver of Jury Trial, and Miscellaneous.

16.5  No Waiver.  The failure of SHOPP to enforce any provision of these Terms will not be construed as a waiver or limitation of SHOPP’s right to subsequently enforce and compel strict compliance with that provision or any other provision of these Terms.

16.6  Assignment.  No assignment, delegation or other conveyance of these Terms may be made by you (by operation of law or otherwise) without the prior written consent of SHOPP, to be given in its sole discretion. SHOPP may assign its rights and obligations hereunder to any other party.

16.7  Statute of Limitations. Any cause of action you may have with respect to your use of the Website must be commenced within one year after the claim or cause of action arises; thereafter, any such claim will be forever barred, without regard to any contrary legislation.

16.8  Agreement Binding. In the event that any provision of these Terms is deemed to be unenforceable, said provision will be interpreted to reflect the original intent of the parties in accordance with applicable law, and the remainder of these Terms of Service will continue in full force and effect.

16.9  Notices. Notices to SHOPP under these Terms of Service shall be sufficient only if in writing and transmitted via personal delivery, delivered by a major commercial rapid delivery courier service, or mailed, postage or charges prepaid, by certified or registered mail, return receipt requested, to SHOPP, with such notices being effective as of the date of actual, confirmed receipt by SHOPP. Notices to you are deemed effective if sent to the email, fax, mail address or other contact information provided by you, and are deemed effective upon the earlier of being confirmed received or one day after having been sent.

16.10 Entire Agreement; Language of Agreement. These Terms of Service, including the Website’ Privacy Policy, contain the entire agreement between you and SHOPP with respect to the Website. It supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and SHOPP with respect to the Website. Any rights not expressly granted herein are reserved. A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that these Terms of Service and all related documents be drawn up in English.

Inquiries regarding these Terms of Service should be directed to
info@shopp.org

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