This Agreement sets forth the terms and conditions that apply to your access and use of the Internet web site located at www.HealthTechConnect.com, a Rhode Island corporation, on behalf of those of its direct or indirect subsidiaries and/or affiliates, (collectively referred to as "HealthTech"). By using HealthTech, you agree to be bound by the terms and conditions of this Agreement and HealthTech's Privacy and Security Policy, as they may be amended from time to time in the future (see "Modifications" below).
1. Accepting the Terms
By using the features, functionality, information and tools, located on HealthTech (together the "Service"), you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the HealthTech website) or you are a "Member" (which means that you have registered with HealthTech as either a "Buyer" or "Supplier"). The term "you" or "User" refers to a Visitor or a Member. The term "we" refers to HealthTech. The term "Buyer" or "Purchaser" refers to anyone purchasing through the Service. The term "Seller" or "Supplier" refers to anyone who sells through the Service. If you wish to become a Member, communicate with other Members, and make use of the Service, you must read this Agreement and indicate your acceptance during the registration process. You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with HealthTech. If you accept this Agreement, you represent that you have the capacity to be bound by the Agreement, or if you are acting on behalf of a company or entity, that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records.
2. Description of the Service
The Service is provided as a software as a service ("SaaS") web application, technology platform for the sourcing and procurement of repair or replacement medical parts and related information that allows Members to efficiently manage their parts purchases on HealthTech.
3. Liability Disclaimer
4. Privacy and Your Information
For information about HealthTech's data protection practices, please read HealthTech's Privacy and Security Policy, which is hereby incorporated into this Agreement. This policy explains how HealthTech treats your business and personal information when you access HealthTech and use the Service. The policy may be updated from time to time at our discretion. Changes will be effective upon posting to the site.
5. Supplier Fee Schedule
There is no cost or fees charged to a Buyer or Purchaser who uses the HealthTech Connect platform (“Service”). All fees are based on monthly aggregate sales of Parts Supplier or Service Provider (“Supplier”).
Suppliers will be invoiced on the first of each month for the preceding monthly total sales processed through the Service. Terms are net 30 days. HealthTech Connect reserves the right to suspend any account more than 30 days past due. The fee schedule is subject to change at any time at our discretion. Suppliers will be notified 30-days in advance of any modifications to the fee schedule.
|Less than $100||$.99
(flat fee per transaction)
(flat fee per transaction)
(flat fee per transaction)
|$100 - $9,999||6.50%||3.00%||2.50%|
|$10,000 - $49,999||6.00%||3.00%||2.50%|
|$50,000 - $99,999||5.50%||3.00%||2.50%|
|$100,000 - $299,999||5.00%||3.00%||2.50%|
|$300,000 - $499,999||4.50%||3.00%||2.50%|
|$500,000 - $749,999||4.00%||3.00%||2.50%|
|$750,000 - $999,999||3.50%||3.00%||2.50%|
|$1,000,000 and over||3.00%||3.00%||2.50%|
|*Amounts in United States Dollars|
|On-Site Repair Service|
|Depot Repair Service|
Standard transaction fee schedule applies to all general selling activity that is processed through the Service that is not classified as either “Internal” or “Exclusive”.
Exclusive transaction fee schedule applies to selling activity that is processed through the Service where a Supplier enters into an exclusive arrangement with a HealthTech Connect Buyer. Under this arrangement, the Service is configured into an exclusive Buyer-Supplier environment where the Buyer is unable to purchase outside of the exclusive arrangement.
Internal transaction fee schedule applies to selling activity that is processed through the Service where both parties involved are under the same legal entity, ownership or corporate network.
For more information, please contact: info@HealthTechConnect.com
6. Your Registration Information
You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your login ID email address, allows you to access the Service. That login ID and password, together with any mobile number or other contact information you provide form your "Registration Information." By providing us with your email address, you agree to receive all required notices electronically, to that email address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the email or through a link to the appropriate page on our site, accessible through any standard, commercially available Internet browser. If you become aware of any unauthorized use of your Registration Information, you agree to notify HealthTech immediately at the email address Security@HealthTechConnect.com.
7. Your Use of the Service
Your right to access and use HealthTech and the Service is personal to you, and is not eligible to be transferred by you to any other person or entity. You are only entitled to access and use HealthTech for lawful purposes. Accurate records enable HealthTech to provide the Service to you. You must provide true, accurate, current, and complete information about your accounts maintained at other web sites, as requested in our "Add Account" setup forms, and you may not misrepresent your Registration Information. In order for the Service to function effectively, you must also keep your Registration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you will be affected. Your access and use of HealthTech may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of HealthTech or other actions that HealthTech, in its sole discretion, may elect to take.
8. Online and Mobile Alerts
HealthTech may, from time to time, provide automatic alerts and voluntary account-related alerts. Electronic alerts will be sent to the email address you have provided as your primary email address for HealthTech. If your email address or your mobile device's email address changes, you are responsible for informing us of that change. You can choose to have alerts sent to a mobile device that accepts text messages. Changes to your email address or mobile number will apply to all of your alerts. Automatic alerts may be sent to you following certain changes made online to your HealthTech account, such as a change in your Registration Information. Voluntary account alerts may be turned on by default as part of the Service. They may then be customized, deactivated, or reactivated by you. These alert settings allow you to choose alert messages for your accounts. HealthTech may add new alerts from time to time, or cease to provide certain alerts at any time upon its sole discretion. Each alert has different options available, and you may be asked to select from among these options upon activation of your alerts service. Because alerts are not encrypted, we will never include your passcode. However, alerts may include your HealthTech Login ID and some information about your accounts. Depending upon which alerts you select, information such as pricing, availability, account balance or the due date for your payment may be included. Anyone with access to your email will be able to view the content of these alerts. At any time you may disable future alerts.
9. Alert Disclaimer
You understand and agree that any alerts provided to you through the Service may be delayed or prevented by a variety of factors. HealthTech does its best to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that HealthTech shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.
10. Rights You Grant Us
By submitting information, company logos, data, passwords, usernames, PINs, other login information, materials and other content to HealthTech through the Service, you are providing that content to HealthTech for the purpose of providing the Service and for the promotion of the Service. By submitting this content to HealthTech, you represent that you are entitled to submit the information to HealthTech for use, without any obligation by HealthTech to pay any fees or other limitations. By using the Service, you expressly authorize HealthTech to access your Account Information maintained by identified third parties, on your behalf as your agent. When you use the "Add Accounts" feature of the Service, you will be directly connected to the website of the third party you have identified. HealthTech will submit information including usernames and passwords that you provide to log you into the site. You hereby authorize and permit HealthTech to use and store information submitted by you to the Service (such as account passwords and user names) to accomplish the foregoing and to configure the Service so that it is compatible with the third party sites for which you submit your information. You acknowledge and agree that when HealthTech is accessing and retrieving account information from third-party sites, HealthTech is acting as your agent, and not as the agent of or on behalf of the third party. You understand and agree that the service is not sponsored or endorsed by any third-parties accessible through the Service.
11. Account Information from Third-Party Sites
With the Service, Members may direct HealthTech to retrieve their own information maintained online by third-party computerized maintenance management software ("CMMS") providers with which they have a relationship, maintain accounts, or engage in managing service requests ("Account Information"). HealthTech works with one or more online service providers under contract to access this Account Information. HealthTech makes no effort to review the Account Information for any purpose, including but not limited to accuracy, legality, or non-infringement. HealthTech is not responsible for the products and services offered by or on third-party sites. HealthTech cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings, or other service interruptions. HealthTech cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery, or failure to store any data, communications or personalization settings. For example, when displayed through the Service, Account Information is only as fresh as the time shown, which reflects when the information is obtained from such sites. Such information may be more up-to-date when obtained directly from the relevant sites. You can refresh your Account Information through the Service, in the manner prescribed in the associated instructions.
12. Intellectual Property Rights
The contents of HealthTech, including its "look and feel" (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under both United States and other applicable copyright, trademark, and other laws. The contents of HealthTech belong or are licensed to HealthTech or its software or content suppliers. HealthTech grants you the right to view and use HealthTech subject to these terms. You may download or print a copy of information provided on HealthTech for your personal, internal, and non-commercial use only. Any distribution, reprint, or electronic reproduction of any content from HealthTech in whole or in part for any other purpose is expressly prohibited without our prior written consent.
13. Access and Interference
As a condition of your use of HealthTech, you warrant to HealthTech that you will not use HealthTech for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use HealthTech in any manner which could damage, disable, overburden, or impair HealthTech, or interfere with any other party's use and enjoyment of HealthTech. You may not obtain, or attempt to obtain, any materials or information through any means not intentionally made available or provided for through HealthTech. You further agree that you will not:
- Use any robot, spider, scraper, deep link, or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor HealthTech or any portion of HealthTech, without HealthTech's express written consent, which may be withheld in HealthTech's sole discretion;
- Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to navigate or search HealthTech, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Microsoft Internet Explorer);
- Post or transmit any file which contains viruses, worms, Trojan horses, or any other contaminating, or destructive features, or that otherwise interfere with the proper working of HealthTech or the Service; or
- Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of HealthTech or the Service.
14. Rules for Posting
As part of the Service, HealthTech allows Members to post comments and content on bulletin boards, knowledgebase, chats, blogs, and at various other publicly available locations on its User Community site. These forums may be hosted by HealthTech or by one of our third-party service providers on HealthTech's behalf. You agree in posting content to follow certain rules:
- You are responsible for all content you submit to HealthTech.
- By submitting content to us, you represent that you have all necessary rights and hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the content in connection with HealthTech and our business, including without limitation for promoting and redistributing part or all of the site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your posted content through HealthTech, and to use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of HealthTech and under this Agreement.
- You may not post or transmit any message which is libelous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image, or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate.
- You may not post or transmit any message, data, image, or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets, or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.
- You may not interfere with other Users' use of the Service, including, without limitation, disrupting the normal flow of dialogue in an interactive area of HealthTech, deleting or revising any content posted by another person or entity, or taking any action that imposes a disproportionate burden on the Service infrastructure or that negatively affects the availability of the Service to others.
- Except where expressly permitted, you may not post or transmit charity requests; petitions for signatures; franchises, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club memberships; chain letters; or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials, or any other solicitation of other users to use goods or services except in those areas (e.g., a classified bulletin board) that are designated for such purpose.
- You agree that any employment or other relationship you form, or attempt to form, with an employer, employee, or contractor whom you contact through areas of HealthTech that may be designated for that purpose is between you and that employer, employee, or contractor alone, and not with us.
- You may not copy or use personal identifying or business contact information about other Users without their permission. Unsolicited emails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Service are prohibited.
- You agree that we may use any feedback, suggestions, or ideas you post in any way, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sub licensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to us in any way.
15. Offers and Third-Party Links
Some parts of the Service are supported by sponsored links from advertisers and display offers that may be custom matched to you based on information stored in the Service, queries made through the Service or other information ("HealthTech Offers"). We will always disclose when a particular HealthTech Offer is sponsored. In connection with HealthTech Offers, the Service will provide links to other web sites belonging to HealthTech, advertisers and other third parties. HealthTech does not endorse, warrant or guarantee the products or services available through the HealthTech Offers (or any other third-party products or services advertised on or linked from our site), whether or not sponsored, and HealthTech is not an agent or broker or otherwise responsible for the activities or policies of those web sites. HealthTech does not guarantee that the terms, rates, or rewards offered by any particular advertiser or other third party on HealthTech are actually the terms that may be offered to you if you pursue the offer or that they are the best terms or lowest rates available in the market.
16. Disclaimer of Representations and Warranties
The content and all services and products associated with HealthTech or provided through the Service (whether or not sponsored) are provided to you on an "as-is" and "as available" basis. HealthTech makes no representations or warranties of any kind, express or implied, as to the content or operation of HealthTech or of the Service. You expressly agree that your use of the Service is at your sole risk. HealthTech makes no representations, warranties, or guarantees, express or implied, regarding the accuracy, reliability or completeness of the content on HealthTech or of the Service (whether or not sponsored), and expressly disclaims any warranties of non-infringement or fitness for a particular purpose. HealthTech makes no representation, warranty, or guarantee that the content that may be available through the Service is free of infection from any viruses or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, surreptitiously intercept, or expropriate any system, data, or personal information.
17. Not a Parts Supplier nor Service Provider
Neither HealthTech nor the Service is intended to provide equipment maintenance or repair services. HealthTech is not a medical equipment or medical device repair, maintenance service provider, refurbishment, or pre-owned equipment dealer. The Service is intended only to assist you and your organization with decision-making and purchasing of repair and replacement parts from other Suppliers, not HealthTech. Your facility, its equipment and situation is unique, and any information and advice obtained through the Service may not be appropriate for your specific product or situation. Accordingly, before making any final decisions on purchasing, implementing repairs or service strategy, you should consider obtaining additional information and advice from the original equipment manufacturer (OEM) or other qualified service provider who are fully aware of your individual circumstances.
18. Limitations on Liability.
HEALTHTECH SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO HEALTHTECH, YOUR USE OF THE SERVICE OR THIS AGREEMENT, EVEN IF HEALTHTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, HEALTHTECH'S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 USD (FIVE HUNDRED UNITED STATES DOLLARS).
19.1 By User. You agree to indemnify and hold HealthTech, its officers, directors, employees, its Affiliates and Suppliers harmless from any and all claims, liabilities, damages, losses, costs and expenses, including but not limited to reasonable attorneys' fees and costs, arising out of any claims alleging that you infringe any third party intellectual property rights, or any claims relating to your use of the Services, including any data provided via the Services, or your breach of this Agreement (collectively referred to as "Claims"), provided that HealthTech promptly notifies You of the Claim from any third party.
If you are a registered entity and permit your affiliates, subsidiaries, employees, and/or any third party located outside of the territorial boundaries of the United States to access and/or use the Service and/or your content, you shall be solely responsible for (i) their acts and/or omissions in connection with their access and/or use of the Service and (ii) ensuring that their access and/or use of the Service is in compliance with the Agreement, and any and all applicable local laws, rules and regulations. You agree to fully indemnify HealthTech and its affiliates, subsidiaries, licensors, and online service providers (collectively, "Representatives") for any liability, fines, penalties, costs, claims and/or damages incurred by HealthTech and/or the Representatives in connection with any claim related to the access or use of the Service, including any data provided via the Service, or content by you, your affiliates, subsidiaries, employees or any third-party authorized by you.
19.2 By HealthTech. HealthTech will indemnify, hold harmless, and defend You from and against any action brought against You by a third party to the extent that it is based upon a Claim that the HealthTech website or the Services, as provided by HealthTech to You under this Agreement and used within the scope of this Agreement, infringes any U.S. patent, copyright, trademark or trade secret, or any intellectual property rights recognized under U.S. law, and will pay any costs, damages and reasonable attorneys' fees attributable to such Claim that are awarded either by final judgment or settlement against You, provided that You: (i) promptly notify HealthTech in writing of the Claim; (ii) grant HealthTech sole control of the defense and settlement of the Claim; and (iii) provide HealthTech, at HealthTech's expense, with all assistance, information and authority reasonably required for the defense and settlement of the Claim. HealthTech will have no liability for any infringement or misappropriation Claim of any kind to the extent that it results from: (a) modifications to HealthTech or the Service made by a party other than HealthTech or its agents, if a Claim would not have occurred but for such modifications; (b) the combination, operation or use of the HealthTech or the Service with equipment, devices, software or data not supplied by HealthTech, if a claim would not have occurred but for such combination, operation or use; or (c) Your failure to use an updated or modified version of the Service if provided by HealthTech to avoid a Claim. The provisions of this section set forth HealthTech's sole and exclusive obligations, and your sole and exclusive remedies, with respect to infringement or misappropriation of intellectual property rights of any kind in connection with the Service.
20. Terminating Your Relationship
This Agreement will continue to apply until terminated by either you or HealthTech as set out below.
If you have registered with HealthTech as a User and wish to deactivate or terminate your participation in HealthTech, you may do so by contacting Client Services with thirty (30) days advance notice to ClientServices@HealthTechConnect.com. At this time, all Facility, Equipment, and Parts Inventory data will be delisted and deactivated and any third-party connections or application programming interface (API) will be terminated and discontinued. However, all transaction or purchasing data collected during your use of HealthTech will remain an active part of the HealthTech data file for analysis, trending and historical pricing information.
HealthTech may at any time, terminate your participation, use or access for any of the following:
- If HealthTech, in its sole discretion believes it is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or
- Immediately upon notice, to the email address provided by you as part of your Registration Information.
HealthTech may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the HealthTech site. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.
22. Governing Law and Forum for Disputes
This Agreement, and your relationship with HealthTech under this Agreement, shall be governed by the laws of the State of Rhode Island without regard to its conflict or choice of law provisions. Any dispute with HealthTech, or its officers, directors, employees, agents, or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the small-claims court of the Superior Court of Rhode Island within the county of Providence, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case HealthTech may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, HealthTech is able to offer the Service at the terms designated, and that your assent to this provision is an indispensable consideration to this Agreement. You also acknowledge and understand that, with respect to any dispute with HealthTech, its officers, directors, employees, agents, or affiliates, arising out of or relating to your use of the Service or this Agreement: You are giving up your right to have a trial by jury; and you are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute.
23. Copyright and Trademarks
All contents on HealthTech are Copyright by HealthTech Connect and/or its Suppliers. All rights reserved. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved. Notices and procedure for making claims of copyright infringement Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider's Designated Agent.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement. You agree that if HealthTech does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which HealthTech has the benefit of under any applicable law), this will not be taken to be a formal waiver of HealthTech's rights and that those rights or remedies will still be available to HealthTech. All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement. This Agreement represents the entire understanding and agreement between you and HealthTech regarding the subject matter of the same, and supersedes all other previous agreements.