National Infusion Center Association
(a Texas Nonprofit Organization)
NOTICE TO ALL: The standards set forth herein are intended to establish the Minimum Standards (as defined below) that infusion centers should incorporate into their operations. The Minimum Standards provided by NICA (as defined below) are provided on an AS-IS basis and You (as defined below) assume and bear all risks associated with using such Minimum Standards.
THIS CLICK-THROUGH AGREEMENT (THIS “AGREEMENT”) IS BETWEEN the NATIONAL INFUSION CENTER ASSOCIATION (“NICA”) AND YOU. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A PHYSICIAN(S), PROFESSIONAL ORGANIZATION, COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU ARE THE EMPLOYEE OR AGENT OF SUCH PHYSICIAN(S), PROFESSIONAL ORGANIZATION, COMPANY (OR OTHER ENTITY) AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH PHYSICIAN(S), PROFESSIONAL ORGANIZATION, COMPANY (OR OTHER ENTITY). BY CLICKING ON THE “ACCEPT” BUTTON BELOW OR BY CHECKING THE BOX INDICATING YOUR ACCEPTANCE, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NICA IS UNWILLING TO ALLOW YOU TO USE THE MINIMUM STANDARDS.
THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE UPON WHICH YOU CLICK THE “ACCEPT” BUTTON BELOW. FOR THE PURPOSE OF THIS AGREEMENT, YOU AND, IF APPLICABLE, SUCH PHYSICIAN(S), PROFESSIONAL ORGANIZATION, COMPANY (OR OTHER ENTITY) CONSTITUTES “USER”.
Background; Terms of Service. NICA is a nonprofit organization formed to support the nation’s community-based infusion providers and improve patient access to provider-administered medications. In furtherance of its mission, NICA has established a set of minimum standards to establish the minimum set of criteria for operating an infusion center or infusion suite.
License. NICA grants to User a nonexclusive, nontransferable, nonsublicensable, revocable and limited license to use the Minimum Standards.
Ownership. As between the parties, NICA owns all right, title and interest in and to the Minimum Standards. No implied licenses are granted or exist in this Agreement, and NICA reserves all rights not expressly granted under this Agreement.
Warranty; Disclaimer. NICA expressly disclaims responsibility for any consequences or liability attributable to or related to any use, non-use, or interpretation of information contained or not contained in the Minimum Standards. User represents warrants and covenants that: (a) User and, as applicable, all of User’s employees and consultants will abide by the terms of this Agreement; and (b) User and, as applicable, all of User’s employees and consultants will comply with all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect, of any applicable regulatory or governmental authority, in its performance of this Agreement. Notwithstanding any terms to the contrary in this Agreement, User will remain responsible for acts or omissions of all employees or consultants of User to the same extent as if such acts or omissions were undertaken by User. THE MINIMUM STANDARDS ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. NICA DOES NOT WARRANT OR REPRESENT THAT ANY PART OF THE MINIMUM STANDARDS WILL BE FREE FROM ERRORS, OR OMISSIONS. NICA DISCLAIMS ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE MINIMUM STANDARDS WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE INCLUDING ANY AND ALL (I) WARRANTIES OF MERCHANTABILITY, (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT NICA KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE), AND (III) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. USER ACKNOWLEDGES AND AGREES THAT USER HAS RELIED ON NO WARRANTIES OR REPRESENTATIONS.
Use of Data. In compliance with applicable privacy rules, regulations and laws, (i) NICA hereby expressly reserves the right to collect, use, analyze and disseminate and (2) User hereby grants NICA the right to collect, use, analyze and disseminate any and all User information and data related to your use of the Minimum Standards.
Limitation of Liability. EXCEPT FOR ANY ACTS OF FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT WILL NICA BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, ANY INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE MINIMUM STANDARDS, REGARDLESS OF THE TYPE OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF NICA HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
Termination. The term of this Agreement will commence on the Effective Date and will remain in effect in perpetuity, unless otherwise terminated in accordance with this Agreement. User may voluntarily terminate this Agreement at any time by deleting and destroying all physical and/or electronic copies of any part of the Minimum Standards. Without prejudice to any other rights, in the event of a breach of Sections 2 or 3, NICA may immediately terminate this Agreement. Upon expiration or termination of this Agreement, all rights granted to User under this Agreement will immediately cease. In addition to all definitions and this sentence, the following sections will survive any termination or expiration of this Agreement: 3, 4, 5, 6, 7 and 8.
Miscellaneous. This Agreement is the entire agreement of the parties regarding the subject matter hereof, superseding all other agreements between them, whether oral or written, regarding the subject matter hereof. This Agreement will be governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be entirely performed within the State of Texas, without resort to its conflict of law provisions. User may not transfer User’s rights under this Agreement to any third party. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect.