- “Affiliate” is included in the term Organization, Party, or Parties, and means any business entity that, from time to time, is controlled by or under common control with Organization or is an Organization’s authorized agent to procure services and products under this Agreement.
- “Chatbot” is a computer application, using artificial intelligence, on TJC’s website that simulates and processes human conversation allowing chatbot users to interact with digital devices as if they were communicating with a real person.
- "Chatbot User(s)” means individuals or organizations who use the chatbot feature to ask questions.
- "Intellectual Property" means patents, copyrights, trade secrets, trademarks (including trade names, logos and service marks) and confidential know-how, in each case whether registered or unregistered, and including any applications or registrations for any of these, and the equivalent, on a world-wide basis, and all rights related thereto.
- “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
- “Organization” means the healthcare organization, including its Affiliates and Authorized User(s).
- “User Data” means all information, data, and materials provided, uploaded, or approved to be uploaded by a third party, by a user, whether in electronic form or otherwise.
- Provision of Chatbot. TJC shall make chatbot available to individual and organization users pursuant to this Agreement. Individual and organization users agree that the use of the chatbot feature is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by TJC regarding future functionality or features.
- Information and services may be provided by chatbot as a benefit and service in furtherance of TJC’s mission. TJC makes no warranties or representations about the suitability of the chatbot information for any particular purpose.
- There may be links and pointers to third party websites or content. These sites or content referenced or linked in a chat may not be under TJC control. TJC does not assume any responsibility or liability for any information, communications, or materials available at such linked sites or content, or at any link contained in a linked site or third-party content. Each individual site has its own set of policies regarding information contained within the site. Chatbot users assume sole responsibility for use of third-party content, links, and pointers. Further, any such links or pointers do not constitute TJC endorsement of any products and services.
Third Party Content.
- Reservation of Rights. TJC’s website, www.jointcommission.org, where the chatbot feature resides, is protected by law, including, but not limited to, United States copyright law and international treaties. Chatbot contents, including, without limitation; text, pictures, graphics, source code, and other files as well as the selection and arrangement thereof are copyrighted materials of TJC or its licensors, all rights reserved. The trademarks, service marks, trade names, and logos, including, but not limited to, page headers, custom graphics, button icons, and scripts (collectively, the "Trademarks") used and displayed in the chatbot are registered and unregistered trademarks, service marks and/or trade dress of TJC or its licensors, and users may not copy, imitate or use the Trademarks, in whole or in part, for any purpose, including without limitation in any marketing or advertising materials.
Subject to the limited rights expressly granted hereunder, TJC or its licensors, as applicable, reserve all rights, title, and interest in and to the chatbot, the aggregated statistical data collected, and all related intellectual property rights. No rights are granted to users hereunder other than as expressly set forth herein.
Data Use and License Grant
- License Grant. TJC grants to users the right to use chatbot solely for users’ internal management, reference, and informational purposes related to accreditation standards, patient safety and quality of care (collectively, the "Authorized Use"). For any use other than an Authorized Use, user must receive TJC’s express written permission.
- Suggestions. TJC shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate any suggestions, enhancement requests, recommendations, or other feedback, including utilization data, provided by users.
- Aggregate Data. User Data may be utilized to create data analytics. TJC may aggregate and de-identify User Data and will own the resulting aggregated data collected. De-identified and aggregate information may be shared with all who participate in the chatbot feature and any such data disclosed to third parties will be de-identified and will not be traceable to users. By accepting this Agreement, user consents to the collection, processing, disclosure, and transfer of User Data for the above stated purposes.
- License Limitations. Users shall not (i) modify or create derivative works based on the chatbot, (ii) copy, frame or mirror any part or content, other than copying or framing on users’ own intranets or otherwise for its own internal business purposes, or (iii) reverse engineer the chatbot feature.
Protected Health Information
- The parties agree that the chatbot feature is not intended to, and is not designed for, storing, transmitting or accessing protected health information as defined by the health information portability and accountability act of 1996. The parties do not intend to create a business associate relationship herewith. therefore, users may not include protected health information, and users indemnify TJC and its affiliates for any violation of this section. In the event that a business associate relationship exists between the parties in the future, then the parties agree to be bound by the standard TJC business associate agreement, or if applicable, the already executed business associate agreement between the parties.
Warranties, Exclusive Remedies, Disclaimers, and Liability
- The chatbot feature, including all content, applications, software, functions, materials, and information, is provided “as is,” “with all faults” and without any warranties of any kind, express or implied. TJC, and its affiliates and licensors, disclaim all warranties with respect to the chatbot feature, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, merchantability of computer programs, data accuracy, system integration, and informational content.
- Neither TJC, its respective affiliates, or licensors warrant or make any representations regarding the operation of the chatbot, the use, validity, accuracy or reliability of, or the results of the use of the materials available or any other website linked in the chatbot. The materials may be out of date, and neither TJC, its affiliates, or licensors makes any commitment to update the materials in the chatbot. The chatbot may be used to access and transfer information over the internet; user acknowledges that neither TJC, its affiliates, vendors, or licensors operate or control the internet. Neither TJC, its affiliates, or licensors warrant that the files available for downloading, if any, will be free from infection, viruses, worms, trojan horses, or other malicious code that manifest contaminating or destructive properties. Neither TJC, its affiliates, or licensors warrant that the chatbot, software, materials, products, or services will be uninterrupted or error-free or that any defects in software, materials, products, or services will be corrected.
- Responsibility; Professional Advice. User assumes all responsibilities and obligations with respect to the use of chatbot to achieve its intended results. As between TJC and user, user assumes all responsibilities and obligations with respect to any decisions or advice made or given as a result of the use or application of the chatbot or any materials retrieved therefrom, including those to any third party, for the content, accuracy, and review of such results. Neither TJC, its affiliates, or licensors are engaged in rendering legal, medical, accounting, tax or other professional advice or services. If legal, accounting, medical, accounting, tax or other expert assistance is required, the services of a competent professional should be sought.
- Limitation of Liability. The maximum aggregate liability of TJC, its directors, officers, employees and agents to user for damages for any and all causes whatsoever. Users maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall not exceed five hundred dollars ($500). In no event shall TJC, its directors, officers, employees and agents be liable for any lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the chatbot provided under this agreement, even if TJC has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
- In connection with this Agreement, each Party (“Disclosing Party”) may make available its Confidential Information, as defined below, to the other Party (“Recipient”). Recipient shall only use Confidential Information for the limited express purposes of this Agreement. Except as specifically permitted in this Agreement, TJC’s Public Information Policy, or as required by law, rule or regulation (with reasonable prior notice to the Disclosing Party, unless prohibited by the order, to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent), Recipient shall not disclose any Confidential Information to any third party without the prior written consent of Disclosing Party. Recipient shall at all times keep the Confidential Information confidential and shall take all reasonable security precautions (and in any event at least as great as the precautions Recipient takes to protect its own comparable Confidential Information) to keep confidential and protect the Confidential Information from unauthorized access and use.
- For the purposes of this Agreement, "Confidential Information" means any information, technical data, or know-how (including, but not limited to, information relating to research, products, software, services, development, processes, tools, methods, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees (and other personnel) and business opportunities) disclosed by the Disclosing Party to Recipient either directly or indirectly in any form whatsoever (including, but not limited to, in writing, in machine readable or other tangible form, orally or visually): (i) that has been marked as confidential or proprietary or by similar restrictive notation; (ii) whose confidential or proprietary nature has been made known by Disclosing Party, orally or in writing, to Recipient, and if orally, confirmed in writing as confidential or proprietary within ten (10) business days; or (iii) that due to its character and nature, a reasonable person under like circumstances would treat as confidential or proprietary.
- The obligations hereunder for such Confidential Information shall not apply to information that:
- Is or becomes publicly available through no fault of the Recipient;
- Is disclosed to the Recipient by a third party entitled to disclose such information;
- Is already known to the Recipient as shown by its prior written records;
- Is independently developed by the Recipient as evidenced by written records; or
- Is required by law or court order to be disclosed; provided, however, that in such a case the Recipient shall give the Disclosing Party notice of such required disclosure (unless prohibited by such order) as soon as reasonably practicable so that the Disclosing Party may have an opportunity to contest such disclosure or obtain protective orders regarding such disclosure.
- Termination. This Agreement will terminate automatically without any prior notice from TJC if users (i) violate the terms of this Agreement, or (ii) Users discontinue chatbot use.
- Return of Data. Upon termination or expiration of this Agreement, TJC shall have no obligation to maintain or provide any User Data and may upon User’s written request, unless legally prohibited, delete all User Data in its systems or otherwise in its possession or under its control.
- Survival. The “Proprietary Rights,” “Data Use and License Grant,” “Confidentiality,” “Warranties, Exclusive Remedies, Disclaimers, and Liability,” “Governing Law & Jurisdiction,” “Severability,” “Waiver,” and “Conflicts”” sections herein shall survive termination of this Agreement.
- Governing Law & Jurisdiction. The Parties agree that this Agreement is entered into in the State of Illinois, United States of America, governed and interpreted by the laws of the State of Illinois without application of its conflicts of law principles, and the Parties submit to the personal jurisdiction of the state or federal courts located in Cook County or DuPage County, Illinois.
- Assignment. Neither Party shall assign this Agreement (directly, indirectly, or by operation of law as the result of a merger, sale of equity interest or otherwise) without the other Party’s consent, and any attempt to do so shall be void.
- Waiver. The terms or conditions of this Agreement may be waived only by a written instrument executed by the Party waiving compliance. Such waiver, or a failure by either Party to enforce its rights under this Agreement, shall not affect or impair any other available rights or remedies.
- Entire Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements or arrangements regarding the subject matter hereof.
- Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or otherwise unenforceable, such term or provision shall not affect the other terms or provisions hereof or the whole of this Agreement. Any such term or provision shall be deemed modified to the extent necessary in the court’s opinion to render such term or provision enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and the agreements of the Parties hereto
- Update to Terms. TJC reserves the right to modify the chatbot feature and the materials, features and services provided at any time without prior notice to users. TJC shall have the right to revise this Agreement at any time by updating this posting. By using the chatbot, user agrees to be bound by any such revisions.
- International Use. Neither TJC nor its affiliates make any representation that materials, features or services on chatbot are appropriate or available for use in locations outside the United States. Those who choose to access chatbot from other locations do so on their own initiative and are responsible for compliance with local laws. If user provides data about individuals residing outside the United States (Personal Data) such data may be stored on servers in the United States. It is user’s responsibility to ensure that user has all the applicable authorizations to enter this information. TJC acts as the owner/controller of such Personal Data. If applicable, the Parties incorporate by reference the European Commission standard contractual clauses for the transfer of personal data to controllers in third countries (2004/915/EC).