THIS AGREEMENT IS BETWEEN YOU AND ANY OTHER INDIVIDUAL OR ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (collectively “You” or “User”) AND CERNER CORPORATION, ITS AFFILIATES AND SUBSIDIARIES (collectively “Cerner”):
1. Restrictions on Use.
The Cerner Web Sites are offered to you conditioned upon your acceptance without modification of the terms, conditions, and notices contained herein (the "Agreement"). Your use of the Cerner Web Sites constitutes your acknowledgement and agreement to all such terms, conditions and notices, as set forth below and in all links to this Agreement. If you do not agree to accept the terms of this Agreement, you may not access or use the Cerner Web Sites.
3. Personal and Non-commercial Use Limitation.
Unless otherwise specified, the Cerner Web Sites are exclusively for: business use as it relates to your relationship to Cerner, and your personal and other non-commercial use. Unless expressly permitted by Cerner, you may not modify copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, software, solutions/products or services obtained from the Cerner Web Sites. Subject to any applicable terms in addition to this Agreement, you may download information, software, solutions/products or services obtained from the Cerner Web Sites only for business use as it related to your relationship with Cerner, your personal and other non-commercial use, provided you keep intact all copyright and other proprietary notices.
4. Links to Third Party Sites/Business Relationships.
Cerner makes no representations whatsoever about any other web site which you may access through the Cerner Web Sites. When you access a non-Cerner Web Site, even one that may contain the Cerner-logo or other Cerner trademark, service mark or trade name, please understand that it is independent from Cerner, and that Cerner has no control over the content on that web site. Additionally, the Cerner Web Sites may contain links to other web sites ("Linked Sites"). The Linked Sites may not be under the control of Cerner and Cerner is not responsible for the contents of any Linked Site not under Cerner control, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Cerner is not responsible for any form of transmission received from any Linked Site. Cerner makes no warranties or representations of any kind as to the accuracy, currency, or completeness of any information contained in such Linked Sites and shall have no liability for any damages or injuries of any kind arising from such content or information. Cerner is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Cerner of the site or any association with its operators. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CERNER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER FOR ANY USE OF THE LINKED SITES INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
5. No Unlawful or Prohibited Use.
As a condition of your use of the Cerner Web Sites, you warrant to Cerner that you will not use the Cerner Web Sites for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Cerner Web Sites in any manner which could damage, disable, overburden, or impair the Cerner Web Sites or interfere with any other party's use of the Cerner Web Sites. You may not obtain or attempt to obtain any materials or information through any means not made available or provided to you through the Cerner Web Sites.
6. Use of Communication Services.
The Cerner Web Sites may contain bulletin board services, chat areas, blogs, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with and share information with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. Without prejudice to the generality of the foregoing, you agree that when using a Communication Service, you will not:
- Defame, abuse, harass, stalk, threaten, damage the reputation of or otherwise infringe or violate the legal rights (such as rights of privacy and publicity) of others; breach any legal duty owed to others nor advocate, promote or incite any third party to commit or assist any unlawful or criminal act.
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, offensive, discriminatory, indecent, illegal or unlawful topic, name, material or information.
- Intentionally post inaccurate, false or misleading information or information containing your personal opinions not genuinely held by you.
- Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
- Publish, post, upload or distribute another's confidential, proprietary, sensitive or personal information or any information relating (directly or indirectly) to any past or existing commercial arrangements, contracts, engagements or provision of goods and services between any persons or organizations.
- Upload files that contain viruses, worms, corrupted files, or any other similar software, programs or malicious content that may damage the operation of systems hosting Cerner Web Sites or another's computer.
- Advertise or offer to sell or buy or make available any goods or services for any business purpose, unless such Communication Service specifically allows such messages in which case you shall not advertise or offer to sell or buy or make available any unlawful goods or services .
- Conduct or forward surveys (unrelated to Cerner business), contests, pyramid schemes or chain letters.
- Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
- Restrict or inhibit any other user from using and enjoying the Communication Services.
- Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
- Harvest or otherwise collect information about others, including e-mail addresses, without their and Cerner’s consent.
- Violate any applicable laws or regulations.
Your participation in the Communication Services, including any personal web page or group identified as “private” or “secret” may be reviewed, edited, censored, removed or otherwise controlled by Cerner, although Cerner is under no legal obligation to you or any other person to do so, and shall not be responsible as author, editor or publisher (either directly or indirectly) for any information, ideas, data, materials or other content made available by you using the Communication Services. Cerner reserves the right to restrict and/or terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever. Cerner has no obligation to monitor the Communication Services.
Cerner reserves complete and sole discretion with respect to the operation of the Cerner Web Sites. Cerner reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request. Always use caution when posting personally identifying information to the Communications Services. Cerner does not control or endorse the content, messages or information found in any Communication Service. To the extent permissible under applicable law, Cerner specifically disclaims any liability resulting from your participation in any Communication Service.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination, you are responsible for adhering to such limitations if you download the materials.
Notice and Takedown
7. Cerner's Unsolicited Idea Submission Policy
Cerner and its employees do not accept nor consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved solutions, products or technologies, solution or product enhancements, processes, marketing plans or new solution or product names. Please do not submit any unsolicited ideas, samples, demos or other works. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Cerner’s software, solutions, products and/or services, or marketing strategies, might seem similar to ideas submitted to Cerner. If, despite our request that you not send us your ideas, you still submit them, then regardless of what message accompanies the submission, the following terms shall apply to your submissions.
You agree that: (1) your submissions and their contents will automatically become both the legal and equitable property of Cerner, without any compensation to you; (2) Cerner may use or redistribute the submissions and their contents for any purpose and in any way without limitation; (3) there is no obligation for Cerner to review the submission; (4) there is no obligation to keep any submissions confidential; and (5) you hereby agree to waive absolutely any and all moral rights arising from your submissions and their contents so far as is lawfully possible and any broadly equivalent rights you may have in respect of your submissions and their contents in any territory of the world.
8. Materials Provided to Cerner or Posted on Cerner Web sites.
No compensation will be paid with respect to the use of any Materials. Cerner is under no obligation to post or use any Materials you may provide and may remove any Materials at any time in Cerner's sole discretion.
By posting, uploading, inputting, providing or submitting your Materials you warrant and represent that you own or otherwise control all of the rights to your Materials as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Materials.
When accessing secure areas on the Cerner Web Sites requiring authentication, you are responsible for the additional terms and conditions of any agreements between Cerner and you or your employer, client or other associate to the extent any agreements apply to you.
9. Forward-Looking Statements.
The Cerner Web Sites may contain information that includes or is based upon forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements are those statements that communicate expectations or forecasts of future events. It is important to note that Cerner’s actual performance, financial condition or business could differ materially from those expressed in such forward-looking statements. Any or all Cerner forward-looking statements involve uncertainties and risks as to what may happen in the future and may turn out to be inaccurate or wrong. You are cautioned not to place undue reliance on any such forward-looking statements. Information concerning factors that could cause actual results to differ materially from those in the forward-looking statements may be found under Cautionary Language Regarding Forward-Looking Statements and under the heading “Risk Factors” in Item 1A of Cerner’s latest Form 10-K and in other periodic filings which are on file with the SEC. Cerner’s actual results may vary materially, and there are no guarantees about the performance of Cerner stock. Except as required by law, Cerner undertakes no obligation to (and expressly disclaims any such obligation to) publicly update or revise the statements made herein or the risk factors that may relate thereto whether a result of new information, future events or otherwise.
10. Communities and Groups.
In certain areas of the Cerner Web Sites, users are able to create, join, participate and/or contribute to communities and collaborative groups. These groups are only to be created for the purpose of communicating, collaborating, or doing business with Cerner, Cerner associates and/or Cerner clients. Creation of groups for purposes such as personal communication with non-Cerner associates, collaboration internal to your personal business, or doing business with entities other than Cerner is forbidden.
11. Software Available on the Cerner Web Sites.
Any software that is made available to download from the Cerner Web Sites (excluding software that may be made available by end-users through a Communication Service), is the copyrighted work of Cerner and/or its suppliers (“Software”). Your use of the Software is governed by the terms of the business agreement or end user agreement, if any, which accompanies or is included with the Software ("License Agreement"). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms.
For any Software not accompanied by a License Agreement, Cerner hereby grants to you, the user, a personal, non-transferable license to use the Software for viewing and otherwise using the Cerner Web Sites in accordance with this Agreement, and for no other purpose provided that you keep intact all copyright and other proprietary notices. No other license is granted. You shall not modify, alter, decompile, reverse engineer or otherwise change Software, except to the extent as permitted by applicable law without the possibility of contractual waiver. All Software is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the U.S. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to U.S. export restrictions.
12. Liability Disclaimer
Some of the information contained on the Cerner Web Sites is presented for the purpose of educating consumers on wellness and disease management topics and/or educating the public on emerging healthcare issues. Nothing contained in the Cerner Web Sites is intended to be instruction for medical diagnosis or treatment. The information should not be considered complete, nor should it be relied on to suggest a course of treatment for a particular individual. It should not be used in place of the advice of your physician or other qualified healthcare provider. Information obtained from the Cerner Web Sites is not exhaustive and does not cover all diseases, ailments, physical conditions or their treatment. Should you have any healthcare related questions, please consult your physician or other qualified health care provider promptly. Always consult with your physician or other qualified healthcare provider before embarking on a new treatment, diet or fitness program. You should never disregard medical advice or delay in seeking it because of something you have read on the Cerner Web Sites. The information contained on the Cerner Web Sites is compiled from a variety of sources ("Information Providers"). Neither Cerner nor the Information Providers directly or indirectly practice medicine or dispense medical services as part of the Cerner Web Sites.
THE INFORMATION, SOFTWARE, SOLUTIONS, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE CERNER WEB SITES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. CERNER AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CERNER WEB SITES AT ANY TIME. ADVICE RECEIVED VIA THE CERNER WEB SITES SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL, TECHNICAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
CERNER AND ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE CERNER WEB SITES FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. CERNER AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, SOLUTIONS, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF CERNER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS, IF ANY, FOR LOSSES OR DAMAGES SHALL NOT EXCEED THE FEES PAID BY THE USER FOR THE PARTICULAR INFORMATION OR SERVICE PROVIDED.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS AGREEMENT, INCLUDING THIS SECTION 12, DO NOT APPLY AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.
13. Copyright and Trademark Notices
All contents of the Cerner Web Sites are: Copyright 2016. Cerner Corporation, 2800 Rock Creek Parkway, North Kansas City, Missouri 64117-2551 U.S.A. All rights reserved. The software and documentation are protected by copyright laws as well as international copy-right treaties. Material found on the Cerner Web Sites contains the valuable properties of Cerner, embodying substantial creative efforts, no part of which may be reproduced or transmitted in any form or by any means, or retained in any storage or retrieval system, without the express written permission of Cerner. The use or misuse of these trademarks, service marks, tradenames, copyrights, or other materials (collectively “Intellectual Property”), except as permitted herein, is expressly prohibited and may be in violation of copyright law, trademark law, the law of slander and libel, the law of privacy and publicity, communications regulations and statutes, and other laws, statutes and/or regulations.
Cerner reserves all rights in its Intellectual Property. For information about referencing or using Cerner Marks (trademarks, service marks and tradenames), please consult the Third Party Trademark Guidelines and the list of Cerner Corporation Trademarks.
14. Notices and Procedures for Making Claims of Copyright Infringement.
In accordance with the Digital Millennium Copyright Act of 1998 (the text of which may be found on the U.S. Copyright Office website), Cerner will respond expeditiously to claims of copyright infringement committed at the Cerner Web Sites or at a location to which Cerner provides a link, that are reported to the individual designated below.
If you are a copyright owner, or are authorized to act on behalf of an owner of any exclusive right under copyright, and you believe that your work has been copied in a way that constitutes copyright infringement by Cerner or a user, you may submit a notice of infringement to the individual designated below.
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to:
Corporate Counsel, I.P.
2800 Rock Creek Parkway
North Kansas City , Missouri 64117-2551
Cerner may, in appropriate circumstances, terminate a Cerner Web Site user if he or she is a repeat infringer. If you believe that a Cerner Web Site user is a repeat infringer, please follow the instructions above to contact Cerner’s designated agent and provide information sufficient for Cerner to verify that the user is a repeat infringer.
15. User Representations.
You represent and warrant that you are at least 18 years of age and that you possess the legal right and ability to enter into this Agreement and to use the Cerner Web Sites in accordance with this Agreement. You agree to be financially responsible for your use of the Cerner Web Sites and to comply with your responsibilities and obligations as stated in this Agreement.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS CERNER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS FROM AND AGAINST ALL CLAIMS, LIABILITIES, LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT OR ANY ACTIVITY RELATED TO YOUR USE OF THE CERNER WEB SITES AND ANY ACCOUNT YOU MIGHT HAVE (INCLUDING INFRINGEMENT OF THIRD PARTIES’ WORLDWIDE INTELLECTUAL PROPERTY RIGHTS, MISAPPROPRIATION OF TRADE SECRETS OR OTHER PROPRIETARY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT).
17. Waiver, Release and Limitation of Liability
YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST CERNER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE CERNER WEB SITES. THIS SECTION 17 WILL NOT APPLY TO CLAIMS ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY CERNER OR ANY OTHER CLAIMS IN RESPECT OF LIABLITY THAT CANNOT BE LAWFULLY EXCLUDED OR LIMITED.
18. Term & Termination
Either you or Cerner may terminate your right to use the Cerner Web Sites at any time, with or without cause, upon notice. In addition, Cerner may withdraw, suspend or discontinue any functionality or feature of the Cerner Web Sites; provided, however, that if your agreement with Cerner provides for the continued use of any functionality or feature, Cerner will continue to provide that respective functionality or feature to you subject to the provisions of such agreement. The provisions concerning Copyrights, Indemnification, Waiver, Release and Limitation of Liability, and General shall survive any termination of this Agreement.
This Agreement is governed by US federal law or the laws of the State of Missouri. You hereby consent to the exclusive jurisdiction and venue of courts in Clay County, Missouri, U.S.A. in all disputes arising out of or relating to the use of the Cerner Web Sites. Use of the Cerner Web Sites is unauthorized in any jurisdiction that does not give effect to all provisions of these this Agreement, including without limitation this paragraph. Any cause of action or claim you may have with respect to Cerner must be commenced within one (1) year after the claim or cause of action arises. Cerner’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Cerner may assign its rights and duties under this Agreement to any party at any time without notice to you.
You agree that no joint venture, partnership, employment or agency relationship exists between you and Cerner as a result of this Agreement or use of the Cerner Web Sites. Cerner's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Cerner's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Cerner Web Sites or information provided to or gathered by Cerner with respect to such use.
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
Cerner may deliver notice to you under this Agreement by means of electronic mail, a general notice on the Cerner Web Sites, or by written communication delivered by first class U. S. mail to your address on record in Cerner’s account information. You may give notice to Cerner at any time via electronic mail to Webmaster@cerner.com or by letter delivered by first class postage prepaid U. S. mail or overnight courier to the following address:
2800 Rockcreek Parkway
North Kansas City , MO 64117-2551
Attn: Online Marketing, Cerner.com
Information on the Cerner Web Sites may be changed or updated without notice. Cerner may also make improvements and/or changes in the solutions and/or the services described on the Cerner Web Sites at any time without notice.
In the event of any conflict between the terms of this Agreement and the terms and conditions of a dually-executed agreement between Cerner and User, the terms of the dually-executed agreement between Cerner and User shall have precedence.
22. Global Availability.
Cerner makes no representations that the information on the Cerner Web Sites is appropriate or available for use in other locations, and access to them from territories where their content is illegal or prohibited. Those who choose to access the Cerner Web Sites from other locations do so on their own initiative and are responsible for compliance with applicable local laws.
Information Cerner publishes on the World Wide Web may contain references or cross references to Cerner solutions, programs and services that are not announced or available in your country. Such references do not imply that Cerner intends to announce such solutions, programs or services in your country. Consult your local Cerner business contact for information regarding the solutions, programs and services which may be available to you.
Send an email to: email@example.com
23. DHMSM License and Distribution Restrictions.
LEGAL NOTICE: Notwithstanding any other license agreement or other restriction that may pertain to, or accompany the delivery of, this technical data/computer software, DHMSM Government users' rights to use, modify, reproduce, release, perform, display or disclose this technical data/commercial computer software are restricted by Contract No. N00039-15-D-0044. Any reproduction of technical data/computer software or portions thereof marked with this legend must also reproduce these markings. The items of technical data/computer software that are considered DHMSM IP are set forth in Exhibit A of the End User License Agreement marked with a footnote referencing Specifically Negotiated License Rights.
DISTRIBUTION STATEMENT D. Distribution authorized to the Department of Defense and U.S. DoD contractors only; Administrative or Operational Use, Critical Technology, and/or Software Documentation. Other requests shall be referred to the Contracting Officer, DHMSM, Space and Naval Warfare Systems Command. © Cerner Corporation.