These Terms and Conditions (these “Terms”) govern your access and use of the Compliance Benchmark Pulse Survey (the “Survey”) and related materials made available to you by Press Ganey Associates LLC (“Press Ganey,” “we,” “us,” or “our”) (the Survey and materials, together, the “Service”).

By making payment for, accessing, or using, the Service, you (“you,” or “Client”) (i) agree that you have read and understand these Terms, and (ii) are purchasing the Service on behalf of your organization or company and have the legal authority to bind such organization or company to these Terms. (Press Ganey and Client each a “Party” and collectively, the “Parties”).

  1. Confidential Information.
    1. All non-public, confidential or proprietary information of either Party ("Confidential Information"), including, but not limited to, information about such party's business affairs, products, services, methodologies, confidential intellectual property, third-party confidential information, and other sensitive or proprietary information, disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), disclosed in any form, or otherwise learned by the Receiving Party in connection with the Service, and whether or not marked as "confidential," is confidential, is owned by the Disclosing Party, and is provided solely for use in furtherance of the Service and may not be disclosed or copied unless authorized by the Disclosing Party in writing. The Receiving Party shall protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care.
    2. The Parties do not anticipate that Press Ganey will access, create, maintain, transmit and/or receive any Protected Health Information (PHI), as that term is defined in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). In the event of an incidental exposure, Press Ganey agrees to safeguard and protect such PHI in accordance with HIPAA.
       
  2. Intellectual Property.
    1. Except as set forth in Section 2(b), all intellectual property rights, including copyrights, trademarks, service marks, trade secrets, know-how, and other confidential information, trade names, logos, corporate names, derivative works and all other rights (collectively, "Intellectual Property Rights") in any Client-specific reports and/or Client-specific data analyses created by Press Ganey for Client through the Service (collectively, the "Deliverables") shall be owned exclusively by Client.
    2. All Intellectual Property Rights in all documents, data, know-how, methodologies, software, and other materials provided by or used by Press Ganey in performing the Service and developed or acquired by Press Ganey prior to provision of the Service shall be owned exclusively by Press Ganey.
       
  3. Representations and Warranties.
    1. Each Party represents and warrants to the other Party that: (a) it has the full right, power, and authority to enter into these Terms, to grant the rights and licenses granted hereunder and to perform its obligations hereunder; and (b) when executed and delivered by such party, these Terms will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
    2. Press Ganey represents and warrants to Client that: (a) it shall perform the Service in a professional and workmanlike manner and in compliance with all applicable laws; (b) the Service and Deliverables shall conform in all material respects with the specifications and will be performed to Client's reasonable satisfaction.
    3. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 3, (A) EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THESE TERMS, AND (B) PRESS GANEY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
       
  4. Termination. Press Ganey may terminate these Terms and the Service without notice if you breach these Terms, act in an abusive manner, or act in a manner inconsistent with local, state, or federal laws or regulations. Upon any termination of these Terms you must promptly cease accessing and using the Service.
     
  5. Payment Information. Fees for the Service must be made by credit or debit card. Information about our collection and use of payment-related information is set forth in the Privacy Policy. Payments are processed by our third-party payment processor and we do not have access to or store your payment information. If the credit or debit card information that you submit is incorrect or invalid, your payment will not be processed. We have no responsibility or liability if your credit or debit card is declined by your financial institution.
     
  6. Miscellaneous.
    1. The Parties are independent contractors, and nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between them. Neither party shall be authorized to contract for or bind the other party in any manner whatsoever.
    2. Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to the Service, or otherwise use the other Party's trademarks, service marks, trade names, logos, symbols, or brand names, in each case, without the prior written consent of the other Party.
    3. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR: (A) ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) DIRECT DAMAGES OF MORE THAN THE AMOUNTS PAID OR PAYABLE TO PRESS GANEY FOR THE SERVICE.
    4. These Terms constitute the sole and entire agreement of the Parties with respect to the Service and the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
    5. Neither Party may assign, transfer, or delegate any or all of its rights or obligations under these Terms, without the prior written consent of the other Party.
    6. These Terms and the Service are for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of these Terms.

 

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