PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.
This Agreement was last updated on November 27, 2012.
1. Safety Score and Conduct
2. Intellectual Property Rights
a. As between you and Leapfrog, the Hospital Safety Score and all Intellectual Property Rights (defined below) therein are owned by Leapfrog. You must not reproduce, republish, distribute, modify, reverse engineer or otherwise exploit the Hospital Safety Score or this website in whole or in part, in any manner not expressly permitted by this Agreement and must not remove or modify any copyright or trademark notice, or other notice of ownership. As between you and Leapfrog, Leapfrog will retain exclusive ownership of the Hospital Safety Score and the ideas embodied therein, and if you make any modification of the Hospital Safety Score in violation of this Agreement, you will, and hereby do, assign to Leapfrog all of your rights, title, and interests in and to such modifications and all Intellectual Property Rights therein. You acknowledge that the Hospital Safety Score constitutes the proprietary trade secrets of Leapfrog. You may not allow anyone other than yourself to access or use the Hospital Safety Score and must not repost, retransmit or otherwise distribute the Hospital Safety Score, in whole or in part, to any party, except as expressly permitted herein. b. All rights not explicitly granted to you and licensees under this Agreement will remain with Leapfrog. Unless explicitly stated herein, nothing in this Agreement will be construed as conferring any license to Intellectual Property Rights of Leapfrog, whether by estoppel, implication, or otherwise. c. “Intellectual Property Rights” means all intellectual property rights of any kind or nature however denominated throughout the world, including, without limitation all copyrights, patents, patent applications, trade secrets, inventions, proprietary know-how, registered and unregistered trademarks, registered and unregistered service marks, domain names, registered and unregistered trade names, rights of privacy and publicity, moral rights, and database rights. d. In partial consideration of Leapfrog providing this website, you agree that all Intellectual Property Rights and all ownership of any ideas, modifications, enhancements, improvements, inventions, works of authorship, or any other suggestions you or any of your personnel provides to Leapfrog relating to this website or the Hospital Safety Score will be, and are hereby, assigned to Leapfrog and shall be the sole and exclusive property of Leapfrog.
3. Confidential and Proprietary Information
This website contains information, materials, and data that Leapfrog considers confidential and proprietary, including the Hospital Safety Score (the “Confidential and Proprietary Information”). You agree that you will maintain the Confidential and Proprietary Information as confidential and will not copy, disclose to third parties, nor use the Confidential and Proprietary Information for any purpose other than as explicitly allowed in this Agreement.
4. Term and Access
This Agreement takes effect on the date you first access or use the Hospital Safety Score. Leapfrog reserves the right at any time in its sole discretion to terminate this Agreement and your access to, and use of, the Hospital Safety Score, with or without notice. Upon such termination for any reason, you will cease access to, or use of, the Hospital Safety Score and all of your rights herein will cease and at the request of Leapfrog you will return or destroy all copies of any such content, including Confidential and Proprietary Information, in your possession and certify in writing to Leapfrog that you have done so. Rights and obligations under this Agreement which by their nature are intended to survive the termination of your authorization to use the Safety Score will remain in full effect after such termination, including without limitation those of Sections 2, 3, 4, 5, 6, 7, 8, 9, and 10(b).
If you are an individual or entity to which Leapfrog assigns a Hospital Safety Score or its affiliates or related entities, you shall not publish, distribute, display, publicize or otherwise share the Hospital Safety Score with others for any purpose, except you may use your own Hospital Safety Score as follows: (i) in your internal communications, on your web site, and for your unpaid media relations in accordance with the terms and conditions listed below, or (ii) pursuant to an executed marketing license agreement with Leapfrog, pursuant to which you may be assessed a licensure fee (“Marketing License”). If you have entered into a Marketing License, you may use the Hospital Safety Score only as expressly provided in such agreement and for no other purpose. If you are interested in obtaining a Marketing License, please contact us at Scorelicense@leapfroggroup.org
. The terms and conditions are as follows:
You may announce and display your most recent Hospital Safety Score letter grade only; you may not publish or display the underlying numerical value via web, print, or other media. Only the grade assigned by The Leapfrog Group may be used. You may not change the format or display of any Hospital Safety Score grades.
The Hospital Safety Score measures patient safety. You must not state or imply that the Hospital Safety Score measures or describes any other quality, e.g., patient satisfaction, quality of care provided, overall performance, etc.
You must not state or imply that your hospital is safer than other hospitals unless the statement is qualified to indicate the concept “as measured by the Hospital Safety ScoreSM.” Preferred language would be, “X Hospital received a higher Hospital Safety ScoreSM letter grade than the letter grades received in the [date] update by other hospitals in our community.”
You should give credit to The Leapfrog Group and link to the Hospital Safety Score website (www.hospitalsafetyscore.org) where possible and appropriate.
If part of a multicampus organization or part of a multihospital system, you must make clear that the Hospital Safety Score grade(s) apply only to specific campuses or to specific hospitals and not to the entire organization or system.
You may not republish the Hospital Safety Score grades of other individuals or entities (though you may republish the Leapfrog regional average grade for your region as designated by Leapfrog).
When disseminating the Hospital Safety Score data via a one-time mechanism such as a newsletter article, you must use the most recent Hospital Safety Score grades at the time of publication. You must post the date on which the grades were calculated wherever the grades appear.
You must post the following footer wherever the grades appear: “Note: The [Leapfrog] Hospital Safety ScoreSM grades hospitals on data related to how safe they are for patients. For more information, visit www.hospitalsafetyscore.org.”
You may not distribute the Hospital Safety Score grades, in whole or in part, to any third party or use the Hospital Safety Score grades on behalf or for the benefit of any third party.
You may not publish or use the logo or mark of The Leapfrog Group or the Hospital Safety Score in any communication, internal or public.
If you are not such an individual or entity, you may publish Hospital Safety Scores so long as you comply with the following terms and conditions: a. You may not change the format or display of any Hospital Safety Score grades. b. When disseminating the Hospital Safety Score data via a one-time mechanism such as a newsletter article, you must use the most recent Hospital Safety Score grades at the time of publication. You must post the date the grade was calculated wherever the grade appears. c. You must post the following footer wherever the grade appears. "Note: The [Leapfrog] Hospital Safety Score grades hospitals on data related to how safe they are for patients. For more information, visit www.hospitalsafetyscore.org." d. You must use the mark “Hospital Safety ScoreSM” and “The Leapfrog Group®” in full in conjunction with any display of the Safety Score. You must not otherwise use the mark “Leapfrog,” or any other Leapfrog trademark, or service mark in any manner without Leapfrog’s prior written consent, which consent may be withheld in Leapfrog’s sole discretion. e. Your publication must not have the purpose of promoting any particular recipient(s) of the Hospital Safety Scores and you must not receive any compensation directly or indirectly from the recipient of the Hospital Safety Scores (or its affiliates or related entities) in connection with such publication, and you must remove from such materials any content identified by Leapfrog as its confidential information. f. The Hospital Safety Score measures patient safety. You must not state or imply that the Hospital Safety Score measures or describes any other quality, e.g., patient satisfaction, quality of care provided, overall performance, etc. g. You should give credit to The Leapfrog Group and link to the Hospital Safety Score website (www.hospitalsafetyscore.org) where possible and appropriate. h. You may not distribute the Hospital Safety Score grades, in whole or in part, to any third party or use the Hospital Safety Score grades on behalf or for the benefit of any third party.
You may not publish or use the Hospital Safety Score grade in any hospital signage, through broadcast and radio advertisements, in paid print and online advertisements, and through marketing materials. You must sign a Marketing License to do any of the foregoing.
6. Linking You are granted a limited, non-exclusive right to create a text hyperlink to this website for noncommercial purposes, provided such link does not portray Leapfrog, the website, the Hospital Safety Score, or any of Leapfrog’s other products and services, in any misleading, derogatory, or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing, or otherwise objectionable. Leapfrog may revoke this limited right at any time. You may not use a Leapfrog logo or other proprietary graphic of Leapfrog to link to this site without the express written permission of Leapfrog. Further, you may not frame, in-line link, or otherwise utilize framing techniques to enclose any Leapfrog trademark, logo, or other proprietary information, including the content found at this website, without Leapfrog’s express written consent. Except as noted above, you are not granted any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of Leapfrog or any third party.
7. Indemnity and Hold HarmlessYou agree to indemnify and hold each of Leapfrog and any agent appointed by Leapfrog to pursue and enforce its rights and to undertake and fulfill its obligations under this Agreement (“Agent”) and their respective affiliates and all of their respective past, present and future directors, officers, employees, successors and agents and all of their respective successors and assigns, both individually and in their official capacities harmless from and against any and all liabilities, damages, demands, claims, causes of action, fines or penalties (including, without limitation, court costs and reasonable attorneys’ fees) arising out of or related to the failure of you to fulfill any of your obligations under this Agreement or your use of or access to the Hospital Safety Score. You hereby expressly forever release, discharge and covenant not to assert against Leapfrog and the Agent appointed by Leapfrog and their respective affiliates and all of their respective past, present and future directors, officers, employees, successors and agents and all of their respective successors and assigns, both individually and in their official capacities, from any and all causes of action, rights or claims of any type or description, known or unknown, which may arise in the future in any way resulting from, arising out of or in connection with your use of the Hospital Safety Score. You agree that you are waiving any right that you may have to obtain or receive any monetary damages or other relief of any kind (including but not limited to settlement proceeds) as a result of any action or proceeding brought by you or by any other person or entity on your behalf regarding your use of the Safety Score, and to the extent permitted by law, you agree that you will not seek or accept any monetary damages or other relief of any kind in any such action or proceeding.
8. Disclaimer of Warranties NEITHER LEAPFROG NOR ITS AGENT WILL HAVE ANY RESPONSIBILITY AND WILL BEAR NO LIABILITY WHATSOEVER WITH REGARD TO REPLACING, UPLOADING, OR CORRECTING ANY HOSPITAL SAFETY SCORE ONCE RELEASED. YOU ACKNOWLEDGE AND AGREE THAT, SINCE THE HOSPITAL SAFETY SCORES ARE BASED ON INFORMATION PROVIDED BY THIRD PARTIES, IT IS REASONABLE THAT THE HOSPITAL SAFETY SCORE, AND ANY SERVICES PROVIDED UNDER THIS AGREEMENT BE, AND THEY ARE, “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS.” LEAPFROG AND ITS AGENT DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR ARISING OUT OF ANY COURSE OF DEALING. The Hospital Safety Scores are not intended to be the only or primary means for your evaluation of the quality of hospitals and are not intended to be a substitute for professional medical advice, diagnosis or treatment, nor are they intended to be relied upon as advice or a recommendation, or an endorsement about which hospitals to use. You are solely responsible for any and all decisions or actions with respect to your medical treatment. Neither Leapfrog nor its affiliates are responsible for the quality of the medical treatment that you receive from any healthcare provider. Never disregard, avoid or delay in obtaining medical advice from your doctor or other healthcare professional because of something you have read on the website. By using the website, you accept all responsibility for the exercise of your informed judgment in your use of or reliance upon the website and the information contained therein. Leapfrog does not recommend or endorse any specific hospitals, physicians, tests, products, procedures, opinions or other information that may be discussed or identified on the website.
9. Limitation of Liability TO THE FULL EXTENT PERMITTED BY LAW, LEAPFROG IS NOT LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR ANY DAMAGES FOR LOSS OF BUSINESS, REVENUE, OR PROFIT) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE HOSPITAL SAFETY SCORE, EVEN IF LEAPFROG HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY. To the extent that any jurisdiction does not allow the exclusion or limitation of indirect, incidental or consequential damages, portions of the above limitation or exclusion may not apply.
10. General Terms a. Any express waiver or failure to exercise promptly any right under this Agreement in any particular circumstance does not constitute a waiver of its right to enforce this Agreement in any other circumstance, in any similar circumstance, or in any continuation or repetition of the circumstance in connection with which it has not previously enforced its right. If any part, term, or provision of this Agreement will be held void, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, the validity of the remaining portions or provisions will not be affected hereby. b. This Agreement, the rights and obligations hereunder, and any claims or disputes relating thereto, will be governed by and construed in accordance with the laws of the District of Columbia without regard to the principles of conflicts of laws. Any claim, suit or action arising under or relating to this Agreement must be brought and maintained exclusively in courts located within the District of Columbia. The parties hereby agree that such courts will have exclusive personal and subject matter jurisdiction over any such claim, suit, or action. YOU WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR TO BE DELIVERED IN CONNECTION WITH THIS AGREEMENT OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREE THAT ANY ACTION WILL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. c. This Agreement constitutes the entire agreement between you and Leapfrog relating to this subject matter, and cancels and supersedes any prior versions of this Agreement. No modification to this Agreement will be binding against Leapfrog, unless in writing and signed by an authorized Leapfrog representative. You may not assign, sublicense, delegate or otherwise transfer this Agreement or any right granted hereunder. You acknowledge that it will be impossible to measure the damages that would be suffered by Leapfrog if you fail to comply with this Agreement and that in the event of any such failure, Leapfrog will not have an adequate remedy at law. Leapfrog shall, therefore, be entitled in addition to any other rights and remedies to obtain specific performance of your obligations hereunder and to obtain immediate injunctive relief without having to post a bond. You shall not urge, as a defense to any proceeding for such specific performance or injunctive relief, that Leapfrog has an adequate remedy at law.