HWS Enterprises LLC Terms of Use

Please read these terms in their entirety. THESE TERMS AND CONDITIONS (THE “AGREEMENT”) ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU (”YOU” OR “YOUR”) AND HWS ENTERPRISES LLC (”HWS”, “WE” OR “OUR”). BY CHECKING THE APPROPRIATE BOX INDICATING THAT YOU AGREE DURING REGISTRATION OR OTHERWISE ACCESSING AN HWS WEBSITE, HWS SERVICES, SOFTWARE OR OTHER MATERIALS (COLLECTIVELY THE “SERVICE”), YOU ARE INDICATING THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU CONSENT TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ALL OF THE FOLLOWING TERMS AND CONDITIONS, PLEASE DO NOT CONTINUE THE REGISTRATION PROCESS OR USE THE SERVICE.

This Agreement includes the HWS Privacy Policy (www.labormarketpulse.com/Houston/privacy-policy/) and any additional terms relating to the purchase of a Subscription Service or covering access to certain HWS Content, all of which are incorporated into this Agreement by reference.  If you are using the Service as part of a subscribing organization that is paying for your use of the Service, you are still bound by the terms of this Agreement except those terms with respect to payment.

Description and Eligibility

Welcome to HWS Enterprises LLC, an internet service providing analysis, information, commentary, and discussion concerning workforce issues in health care. Any information you may encounter through the Service reflects the opinions of its author.

You and other users of HWS’s Service (“Users”) can access the HWS Content (as defined below). Some elements of the Service are available to any User, while other elements (“Subscription Services”) are only available to Users who have purchased a subscription to such elements from HWS according to these terms and conditions or otherwise by written agreement with HWS. HWS may at any time, in its sole discretion, change a freely available element of the Service to a Subscription Service, and vice versa.

If you are establishing an Account (as defined below) or purchasing Subscription Services on behalf of an organization (e.g., a corporation, university, union or the like), you represent and warrant to HWS that you have the right and authority to bind such organization to this Agreement.

You must be 18 years of age or older to visit or use the HWS Site or Services in any manner. By visiting the HWS Site, using an HWS Service, or accepting this Agreement, you represent and warrant to HWS that you are 18 years of age or older, and that you have the right, authority and capacity to agree to and abide by this Agreement.

Accounts & Registration

If you are accessing an HWS as an individual, you may establish one (1) User account (the “Account”) per email address you supply to HWS. Organizations that have purchased Subscription Services for the entire organization shall receive one Account for the organization, which individuals acting on behalf of the organization must share. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in the Account, and you further acknowledge and agree that all rights in and to the Account (including but not limited to any HWS Content and the unique User name) are and shall forever be owned by HWS.

When you register with HWS, you will be asked to provide HWS with certain information including, without limitation, (e.g. your birthdate, gender, zip code, name, e-mail address, country or territory of residence, and for paid services, credit card and billing information, such as your telephone number, and if registering on behalf of an organization, identifying information concerning that organization), and you agree to provide true, accurate, current and complete information about yourself as prompted by such process (such information being “Personal Information”). If you open an Account, and any of your Personal Information changes (e.g., new credit card number, expiration date, new address or email address, new phone number, etc.), you must update that information in your Account. HWS reserves the right to approve or reject the User name that you select, in HWS’s discretion.  You agree that you will not allow others to use your User name, password (to the extent a password is required to access the Service) and/or Account.

If you are creating an Account on behalf of an organization, you agree on behalf of that organization that it shall be responsible for the breach of any of the terms of this Agreement by any of its Users, including any individual who access the Service with the username and password of a User Account allocated to your organization.

Further, if you as an individual are registering for an Account as authorized by a subscribing organization, you must provide any identifying information that such subscribing organization provided to you.  Only individuals authorized by a subscribing organization to access Services may use such identifying information.

Subscription Services

If you elect to subscribe to Subscription Services, the fee therefor will be the price specified at the time of purchase. You hereby agree to pay all charges incurred by the Account, including applicable taxes, in accordance with billing terms for access to the Service that are in effect at the time that the fee or charge becomes payable which shall not in any case be more than thirty (30) days after the date of the HWS invoice for such fee or charge. Your right to access the Service is subject to any limits established by HWS or by your credit card issuer, billing service, or other payment methods authorized by HWS. HWS may, in its sole and absolute discretion, suspend or terminate your access to the Service and disable or delete the Account, if: (i) payment cannot be charged to your credit or debit card; (ii) if you do not pay amounts when due; or (iii) your charge is returned to HWS for any reason. If at any time you have a balance due on the Account and you are paying by credit card or debit card, you agree that HWS can charge these unpaid fees to your credit card or debit them from your debit card, as applicable. You agree to reimburse HWS for all costs and expenses incurred by HWS in collecting payment due hereunder, including without limitation all bank or service charges, and any reasonable attorneys’ fees.

By subscribing to any Subscription Service using a credit card or debit card you are representing to us that you are authorized to use the credit card you submit for payment. If you are paying on behalf of another person, then you hereby agree to the terms of this Agreement and agree to take responsibility for the actions of such other person, any charges associated with that person’s use of any of the Subscription Services. If you are subscribing to a Subscription Service for one or more Users within an organization, rather than purchasing one Account for the entire Organization, you agree on behalf of that organization that it shall be responsible for issuing and terminating passwords for, and verifying the status of, Users for which your organization has purchased a Subscription Service.

If your subscription is for a period of time, (a “Term”), unless you notify us of your decision to terminate your subscription, your subscription will automatically be renewed at the end of each Term according to the then-current billing terms. HWS reserves the right to change the amount of, or basis for determining, any fees it charges, and to institute new fees, by notice to you, provided that such changes shall not be effective until the end of the then-current Term. You may cancel your automatic renewal by contacting support@healthws.com. Cancellation of your subscription will take effect upon the end of the then-current Term, at which time you will no longer have access to any Subscription Services. If you have paid by credit card, in order to assure you uninterrupted service by renewing your membership automatically, your credit card information will be stored encrypted within our system. Your stored card information will be used only to purchase Subscription Services or pay for other services or items you request.

If your subscription is for a certain number of HWS publications, it will last until HWS has delivered that number of publications to you.  HWS will deliver those publications in the order in which they are created or in such other order as HWS may propose in the terms covering your subscription, and you will have access to those publications from the Service (and only those publications) unless and until this Agreement is terminated

Use of HWS Content

The contents of the Service such as text, graphics, images, logos, button icons, hypertext markup language, software, and other content and the selection and arrangement thereof (collectively, “HWS Content”), are the property of HWS and/or its business partners, affiliates, assigns, licensors or other respective owners.  The HWS Content is protected under both United States and international patent, copyright, trademark and other intellectual property laws.

Subject to all of the terms and conditions of this Agreement, HWS hereby grants you a personal, limited, non-exclusive, non-transferable, revocable right to: (a) access the HWS Content for the purposes of research, teaching and private study; (b) make electronic or paper copies of individual articles or elements of the HWS Content for personal use; (c) use, with appropriate credit (as set forth below under the Citation Rules), figures, tables and brief excerpts from the HWS Content in articles for publication or scholarly or educational works, whether or not for publication; (d) transmit to individuals who are not Users insubstantial portions of the HWS Content for personal, scholarly, educational, or professional use; and (e) if permitted by a separate written agreement signed by HWS, share the HWS Content with other Users as specified in such written agreement. If the HWS Content includes a compilation, spreadsheet or similar collection of information (a “Database”), you shall be permitted to extract and use both individual elements and various sets of information contained in the Database in order to perform your own analysis (including by combination with other data) and treat such extracted data in accordance with the license terms generally applicable to the HWS Content. HWS reserves the right to revoke this limited license at any time in its entirety or with respect to any HWS Content, for any reason, and at the sole discretion of HWS; provided, however, that unless HWS is terminating your license to such HWS Content for your breach, you may retain your copies of such HWS Content as you have in your possession and continue to use them subject to the terms and conditions of this Agreement.

Except as expressly set forth in this Agreement, all trademarks, service marks, trade names, domain names, slogans, logos, and other indicia of origin that appear on or in connection with the Service are the property of HWS and/or its affiliates and licensors. You may not copy, display or use any of these marks without prior written permission of the mark owner.

All rights not expressly granted to you are reserved. For the avoidance of doubt, your use of the Service and the HWS Content is under license and will terminate if this Agreement terminates, regardless of whether the relevant Service or HWS Content is free or you have paid for it; you will not obtain any ownership interest in any HWS Content through this Agreement or otherwise. You agree not to use, download, reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, transmit, broadcast or circulate any HWS Content to any third party, except as expressly authorized by HWS in connection with the Service. Any unauthorized or prohibited use may subject the offender to civil liability and criminal prosecution under applicable federal and state laws.

Citation Rules

• All citations must be limited in scope. Full reproduction of any item of HWS Content is prohibited.
• All citations must be accurately cited verbatim or briefly summarized within the appropriate context and spirit of the cited HWS Content.
• All citations of HWS Content must be attributed in the following manner: [Title], Health Workforce Solutions LLC, [Date].
• All citations of HWS Content must be obtained through legal means.  In other words, the HWS Content you cite either needs to be available from HWS without payment or you must purchase the right to access the HWS Content before citing it.
• You may include a copy or slide of each graphic, table, or portion of text less than a paragraph from the Content, provided that all such citations adhere to the guidelines for citation of HWS Content.

You must seek HWS’s approval for any reproductions and/or distributions of the HWS Content beyond those expressly permitted in this Agreement, including without limitation.

• Uses of the HWS Content in advertisements, press releases, and sales collateral in all types of media.
• Uses of the HWS in filings for regulatory agencies or other legal documents.

In general, if you are uncertain about a particular use, please seek our approval.  In order to do so:

• Contact HWS at +1 415.981.4300 or send email to: support@healthws.com
• Provide HWS with the full citation and context for your request. Please include a draft copy of any press releases and other marketing materials such as newsletters, email campaigns, direct mail, etc.

Submissions

We appreciate hearing from our Users and welcome your comments regarding our services and the HWS Site. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, inventions or materials other than those we have specifically requested. While we do value your feedback on our services, please be specific in your comments regarding our services and do not submit creative ideas, inventions, suggestions, or materials to us. If, despite our request, you send us creative suggestions, ideas, drawings, concepts, inventions, or other information (collectively the “Submission”), you assign all right, title and interest in that Submission to HWS. HWS shall own exclusively all now known or later discovered rights to the Submission and shall be entitled to unrestricted use of the Submission for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person who submitted the Submission. None of the Submission shall be subject to any obligation of confidentiality on our part and we shall not be liable for any use or disclosure of any Submission.

Code of Conduct

All Users agree not to:  (a) make any unsolicited communication regarding promotions and/or advertising of products or services to any other User; (b) sell, rent, lease or otherwise assign to any third party any rights to any HWS Content; (c) remove any proprietary notices or labels on any HWS Content; (d) delete or alter any HWS Content; (e) use any elements of the Service except as set forth herein; (f) use any elements of the Service to invade the privacy of, or obtain personal information about, any User, or to obtain a list of Users; (g) use any elements of the Service to violate any law or right of any third party, including any publicity or privacy right, copyright, other intellectual property right, or any contractual, fiduciary or confidentiality obligation or duty, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful or otherwise objectionable; (h) except as specifically permitted by HWS’s “robots.txt” files, 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 any HWS Site other than the search engine and search agents available from HWS on such HWS Site and other than generally available third party Web browsers (e.g., Mozilla Firefox, Microsoft Internet Explorer); (i) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of any HWS Site; (j) aggregate, copy or duplicate in any manner any of the HWS Content or information available from any HWS Site; (k) link to any HWS Content or information available from any HWS Site except using the hyperlink provided by HWS for such HWS Content, and then only as a direct link, without framing or hotlinking; or (l) interfere in any way with the performance of any element of the Service restricting access to certain portions of the Service, including, but not limited to, any attempt to obtain passwords or other private information from other Users or any attempt to deceive HWS or other Users as to your identity or the source of any data transmitted by you or others.

Privacy

For information regarding HWS’s use of information collected in connection with the Service, please refer to the HWS Privacy Policy (www.labormarketpulse.com/Houston/privacy-policy/), and which is hereby incorporated by reference. Please review this privacy policy before you complete the purchase or registration process or attempt to use or access the Service.

Disclaimer of Liability and Warranty

The disclaimers of liability in this Section are in addition to any other disclaimers elsewhere in this Agreement.

HWS is not responsible to you for your reliance on or use of any content or materials constituting all or part of any HWS Content, or any other aspect of the Service. By viewing the Service, you may be exposed to content that you rely upon to your detriment. You take sole responsibility for such exposure and reliance.

THE SERVICE IS PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. HWS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE USE OF THE SERVICE ENTIRELY IS AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE ABOVE, HWS MAKES NO WARRANTIES (A) THAT THE SERVICE WILL BE ACCURATE, RELIABLE, COMPLETE, OR TIMELY NOR (B) THAT THE SERVICE WILL OPERATE ERROR-FREE OR FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. YOU WILL NOT HOLD HWS RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU ACCESSING THE SERVICE OR USING THE SERVICE AND/OR THE HWS CONTENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO HWS.

UNDER NO CIRCUMSTANCES SHALL HWS BE LIABLE FOR ANY UNAUTHORIZED USE OF THE SERVICE AND/OR THE HWS CONTENT.

Limitation of Liability

IN NO EVENT SHALL HWS, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON ANY HWS SITE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST INCOME, PROFIT, OR GOODWILL, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RELATING IN ANY WAY TO ANY ELEMENT OF THE SERVICE, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HWS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, HWS, SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE, AND IN NO EVENT SHALL SUCH DAMAGES OR LIABILITY EXCEED FOR ANY AND ALL CLAIMS, DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICE.

Third Party Links and Products

HWS controls only the HWS Content, located at http://healthws.com and any other web site that HWS represents it controls, as stated on such other web site. HWS does not control or endorse any other web site to which HWS may link or on which the Service may appear, or any services or products offered by third parties through the Service or the HWS Content.  HWS does not provide or make any representation or warranty as to such third party sites, nor as to the quality or nature of any of the third party products or services purchased through the Service. Any such undertaking, representation, warranty or guarantee would be furnished solely by the proprietor of the applicable web site or the provider of the relevant product, under the terms agreed to by that third party.

Copyright Agent

Unauthorized copying or distribution of copyrighted HWS Content is an infringement of the copyright holder’s rights. If you are a copyright holder who believes that HWS’s Service is hosting or linking directly to infringing copies of your work, please let us know. Pursuant to 17 United States Code 512(c)(2), our designated agent for notice of alleged copyright infringement on the Service is:

Attn: Copyright Agent
HWS Enterprises LLC
755 Sansome Street Suite 300
San Francisco, CA 94111
copyrightagent@healthws.com
Phone #: (415) 981-4300
Fax #: (415) 651-9321

Pursuant to Title 17, United States Code, Section 512(c)(3), a notification of claimed infringement related to the Service must be a written communication addressed to the designated agent as set forth above, and must include substantially all of the following:

1. A physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of an exclusive right that is allegedly infringed;
2. Specific identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works are covered by a single notification, a list of each copyrighted work claimed to have been infringed;
3. Information related to the work(s) reasonably sufficient for HWS to promptly locate the work (e.g. title of work, location within the Service, etc.);
4. Information reasonably sufficient to permit HWS to directly contact the complaining party, such as a complete name and address, telephone number, and an email address;
5. A statement that the complaining party has a good faith belief that use of the work(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law;
6. A statement requesting that HWS take a specific act with respect to the alleged infringement (e.g., removal, access restricted or disabled); and
7. 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.

U.S. Government Restricted Rights

All HWS Content supplied by or through the Service are provided with “RESTRICTED RIGHTS.” use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR52.22724 and DFAR252.227-7013 et seq. or its successor. Use of any of such by the Government constitutes acknowledgment of our or our suppliers’ proprietary rights in them. In the event that the Agreement, or any part thereof, is deemed inconsistent with the minimum rights identified in the Restricted Right provisions, the minimum rights shall prevail.

Remedies

The remedies described in this section are in addition to the right of termination described under “Termination” and any remedies described elsewhere in this Agreement.

HWS reserves the right in its sole discretion to investigate and take legal action against anyone who violates the Code of Conduct or otherwise violates this Agreement, including without limitation suspending the offending User’s ability to access the Service. Further, HWS may take any other action with respect to User actions that it deems necessary or appropriate in its sole discretion, up to and including involving, and cooperating with, law enforcement authorities.

You understand and agree that any unauthorized use of the Service would result in irreparable injury to HWS for which money damages would be inadequate, and in such event HWS, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in this paragraph or elsewhere in this Agreement shall be construed to limit remedies or relief available pursuant to statutory or other claims that HWS may have under separate legal authority, including but not limited to, any claim for intellectual property infringement. You understand and agree that your cancellation of your Account is your sole right and remedy with respect to any dispute with HWS.

You agree to defend, indemnify, and hold harmless HWS, its partners, parent, subsidiaries, affiliates, agents, distributors, contractors and licensors, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from: (a) any improper, unauthorized or illegal uses of your User name, password and/or your Account (including illegal, unauthorized or improper use by anyone to whom you have given permission to use your User name, password and/or Account); (b) your use of any HWS Content; or (c) your breach of the terms of this Agreement, including without limitation the Code of Conduct. HWS shall provide notice to you promptly of any such claim, suit, or proceeding.

Suspension or Termination

HWS may, in its sole discretion, terminate this Agreement or suspend your Account at any time with or without notice to you in the event that you breach (or HWS reasonably suspects that you have breached) any provision of this Agreement, or if HWS is unable to verify or authenticate any information you submit to HWS as part of the registration process. If HWS terminates this Agreement, or suspends your Account for any of the reasons set forth in this paragraph, HWS shall have no liability or responsibility to you, and you agree that you forfeit any amounts you have paid HWS. HWS may terminate this Agreement and your Account for any reason or no reason at the end of the then-current Term by providing notice to you.

You may cancel your Account (including Subscription Services) at any time by contacting support@healthws.com. All fees paid and charges made prior to termination as provided herein are nonrefundable, including any advance charge or payment for the subscription term during which you terminate your subscription. Termination of your subscription shall not relieve you of any obligations to pay accrued charges.

Upon termination of this Agreement for your breach or at your request, all of your rights to use the Service and materials shall immediately terminate, and you shall immediately cease using and destroy all HWS Content; provided, however, that you are still responsible under the terms of this Agreement for any and all actions you may have taken prior to termination.

Modifications to Service and HWS Content

Except to the extent that you have purchased Subscription Services, HWS may, without liability or obligation, in its sole discretion and at any time make modifications to, or discontinue, any HWS Content and/or other elements of the Service, with or without providing you with notice (except as we may expressly agree to provide you with notice elsewhere in this Agreement). If you have purchased Subscription Services, HWS may, without liability or obligation, in its sole discretion and at any time make non-material modifications to, and/or discontinue any non-material elements of HWS Content and/or other elements of the Service, with or without providing you with notice (except as we may expressly agree to provide you with notice elsewhere in this Agreement). In either case, the modifications may result in certain HWS Content being unavailable, or incompatible with certain devices.

Notices

HWS may provide you with any notices under this Agreement by means of a posting on the Service, by e-mail, or by sending a message to you through the Service.

Claims and Arbitration

Any action hereunder by a User must be brought, if at all, within one (1) year from the accrual of the cause of action. You agree that the all disputes and claims arising out of, or relating to, this Agreement or any element of the Service, your use of any element of the Service (including, to the extent permitted by applicable law, the arbitrability of any claim or dispute and the enforceability of this paragraph), or to any other alleged act or omission by you or HWS, shall be determined exclusively by final and binding arbitration. Provided however, that you agree that the terms of this paragraph do not apply to any breach or alleged breach of the ownership or license rights of HWS or any of its licensors with respect to any HWS Content and/or other elements of the Service, or your (or any third party’s) misuse of the HWS Content and/or Service, and that, in the event of any such breach of alleged breach, HWS and its licensors will be irreparably harmed and entitled to equitable and injunctive relief in addition to all other remedies provided by this Agreement or available at law. The arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association (”AAA”) before a panel of three arbitrators and conducted in San Francisco, California. You and HWS also agree that the AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings. Except as expressly set forth above in this paragraph, you and HWS may litigate in court only to compel arbitration under this Agreement or to confirm, modify, vacate or enter judgment on the award rendered by the arbitrators. To the extent that you have breached or have indicated your intention to breach this Agreement in any manner which violates or may violate HWS’s or any of its licensor’s intellectual property rights, or may cause continuing or irreparable harm to HWS (including, but not limited to, any breach that may impact HWS’s or its licensor’s intellectual property rights, or a breach by reverse engineering), HWS may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. To the fullest extent permitted by applicable law: no arbitration under this Agreement shall be joined to an arbitration involving any other current or former licensee of HWS, whether through class arbitration proceedings or otherwise; no finding or stipulation of fact in any other arbitration, judicial or similar proceeding may be given preclusive or collateral estoppel effect in any arbitration hereunder (unless determined in another proceeding between you and HWS); and no conclusion of law in any other arbitration may be given any weight in any arbitration hereunder (unless determined in another proceeding between you and HWS).

General

As used in this Agreement the term “licensor” or “supplier” shall not refer to the person at that time entering into the Agreement. You understand and agree that, except as expressly set forth herein, this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Agreement. The headings used in this Agreement are for convenience only, and will have no effect on the interpretation or legal enforceability of the terms herein. This Agreement is governed by the internal substantive laws of the state of California, without respect to its conflict of laws principles. The United Nations Convention of Contracts for the International Sale of Goods will not govern this Agreement, and is hereby expressly excluded. Jurisdiction for any claims arising under this agreement shall be governed by the provision concerning arbitration above, and shall otherwise lie exclusively with the State or Federal courts within San Francisco, California. Capitalized terms shall have the meaning set forth in this Agreement. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. HWS’s failure to pursue any available claim or defense pursuant to this Agreement or otherwise will not be a waiver of such claim or defense. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided in a separate executed agreement, additional terms of use for areas of the Service or particular elements of HWS Content, or a specific “Legal Notice”, this Agreement and the Privacy Policy constitute the entire agreement between you and HWS with respect to the use the Service. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. However, this Agreement is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Agreement shall be null and void.

Changes to the Agreement

HWS reserves the right, in its sole discretion, to change, modify or otherwise alter these terms and conditions at any time. Unless you have purchased Subscription Services, such changes and/or modifications shall become effective immediately upon posting. If you have purchased Subscription Services, such changes and/or modifications shall become effective upon the termination of the then-current Term for such Subscription Services. If you have created an Account with us, we will attempt to inform you of any modifications to this Agreement that affect (a) your obligations to HWS or our obligations to you, or, (b) any Service for which you have paid and that you are then receiving. We will attempt to inform you of such modifications either by sending you an email at the email address you provided as part of the registration process, or by a message to you at the time you log into the HWS Site. If you do not agree with any such modifications, your sole remedy is the termination of your Account, which you may request by sending an email to support@healthws.com. Your continued use of the Service after receiving notice of any modifications indicates your acceptance of the modified Agreement.

If do not have an Account with HWS, any modifications to this Agreement will be effective as to you upon HWS posting the new terms and/or upon implementation of the new changes on the HWS Site. You agree to review this Agreement periodically so that you are aware of any modifications. Your continued use of the Service after any modifications indicates your acceptance of the modified Agreement.

Unless expressly stated otherwise by HWS, any new features, new services, enhancements or modifications to the HWS Service implemented after your initial access to the Service shall be subject to this Agreement.

Agreement last modified November 10, 2008.