By accessing any webpage located within the www.mdguidelines.com and app.mdguidelines.com websites  (together, the “Website”) you are agreeing to these Website Terms of Use and the privacy policy located at www.mdguidelines.com/privacy (together, the “Terms”), which are an agreement between you (“you,” “Customer”), as the user of this Website, and Reed Group, LLC, a Colorado limited liability company d/b/a Reed Software and Services, Inc. in certain states (“we,” “us,” “ReedGroup”) located at 10355 Westmoor Drive, Westminster, CO 80021.  IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, DO NOT ACCESS THIS WEBSITE.

If you are using this Website on behalf of an organization, by accessing the Website you represent that you have authority to bind the organization, and agree that such organization will also be bound by these Terms.  ReedGroup may modify these Terms from time to time, and by continuing to access the Website, you agree to be bound by any such modifications.

1. Access to MDGuidelines; User Agreement. Use of MDGuidelines (defined below), which is accessed by log-in on this Website, is governed by license agreements (each, a “User Agreement”), including, without limitation, the License Agreement below. These Terms are incorporated into any User Agreement under which you access MDGuidelines through this Website, and the terms of a User Agreement shall prevail in the event of a conflict with these Terms. To request access to MDGuidelines you may submit your request to guidelines_sales@mdguidelines.com. “MDGuidelines” means ReedGroup’s proprietary database, reference tools, and analyzer tools that provide evidence-based clinical guidelines and data analysis for disability durations, return-to-work, occupational health and related fields, including, without limitation, all tables of content, indexes, database content, indexing information, explanatory text, commentary, and other textual material, along with the compilation, arrangement, and format of the preceding items, which has been developed, selected, evaluated, coordinated, and assembled through the exercise by ReedGroup of substantial independent, creative effort and judgment contained therein and any upgrades, enhancements, modified versions, and additions thereto.

2. Durations Analyzer Tool. Customer’s use of the Durations Analyzer Tool is subject to Customer’s provision a Disability Data Set to ReedGroup in the template provided by ReedGroup with all data de-identified in conformity with the Health Insurance Portability and Accountability Act and its implementing regulations and any other applicable law. No personally identifiable information may be included in the Disability Data Set provided by Customer.  Customer is responsible for the accuracy and completeness of the Disability Data Set and acknowledges that ReedGroup will rely on such information for providing the Durations Analyzer Reports.  Customer represents and warrants that it owns (and will continue to own) the Disability Data Set. Customer hereby grants ReedGroup a perpetual, worldwide, non–exclusive, irrevocable, transferrable, and royalty–free license to use, display, publish, copy, make, have made, perform, modify, sublicense, and prepare derivative works from the Disability Data Set.  Customer agrees that, as between ReedGroup and Customer, ReedGroup is the owner of the Durations Analyzer Reports and all intellectual property rights associated therewith; provided, however, that such ownership does not extend to the underlying Disability Data Set, which is subject to the license in the immediately preceding sentence.  Subject to these Terms and any applicable User Agreement, ReedGroup grants Customer a limited perpetual, license to use, copy, excerpt, and display the Durations Analyzer Report for internal purposes only, in accordance with this Agreement.  All other rights are reserved by ReedGroup.  Without limiting the foregoing reservation of rights, Customer is prohibited from displaying, distributing or disclosing the Durations Analyzer Report or any portion thereof or derivative work created therefrom (i) to any third party, or (ii) on any website, social media page or any other medium or platform accessible by parties other than Customer, without ReedGroup’s written permission.  Upon receipt of such permission, Customer agrees to retain the copyright and confidentiality notices with respect thereto.  “Disability Data Set” means Customer’s disability duration data and other related data provided by Customer to ReedGroup. “Durations Analyzer Tool” means the data analysis tool of MDGuidelines that may be used on this Website, or licensed by Customer as a Module, for comparing Customer’s Disability Data Set against ReedGroup’s proprietary database of disability and associated information resulting in the creation of Durations Analyzer Reports. “Durations Analyzer Report” means a report generated by the Durations Analyzer Tool.

3. No Unlawful or Prohibited Use of Website. Using this Website in a manner that is contrary to applicable law is strictly prohibited. You agree not to, directly or indirectly: (a) access or use the Website in a manner that could interfere with, damage, disable, degrade, or disrupt (i) the Website, (ii) any other party’s access to and use of the Website, or (ii) the integrity or performance of any ReedGroup services, systems or other offerings; (b) circumvent or disable any security features associated with the Website; or (c) attempt to gain unauthorized access to the Website. ReedGroup reserves the right to block your use of this Website at any time for any reason at our sole discretion. You may contact ReedGroup at guidelines_sales@mdguidelines.com with any questions regarding these Terms or this Website.

4. No Warranties. THIS WEBSITE IS PROVIDED “AS-IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS CONCERNING ANY PRODUCTS, SOFTWARE, SERVICES, INFORMATION, REPORTS, OR DATA PROVIDED THROUGH OR IN CONNECTION WITH THIS WEBSITE. SPECIFICALLY, REEDGROUP DISCLAIMS ANY AND ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, TITLE, ACCURACY, WORKMANLIKE EFFORT, SUITABILITY, RELIABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS, COMPLETENESS, USEFULNESS, AVAILABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. ALL SUCH WARRANTIES ARE EXCLUDED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.

5. No Medical or Legal Advice. The website IS not intended to provide medical or legal advice. Reedgroup does not directly or indirectly direct care, mandate or prohibit ANY Treatments, practice medicine or dispense medical services or provide legal advice.

6. ReedGroup Intellectual Property. MDGuidelines, this Website, all Website content (including the copyright therein) and all logos, product and service names, and registered and unregistered trademarks and service marks, know-how and other intellectual property herein are owned or licensed by ReedGroup unless otherwise indicated, and ReedGroup does not transfer any rights to any such intellectual property by placing it on this Website. You acknowledge that MDGuidelines and the Website have been developed, selected, evaluated, coordinated, and assembled through the exercise by ReedGroup of substantial independent, creative effort and judgment contained therein and are protected by copyright; you agree that unauthorized copyright or use thereof would threaten irreparable harm to ReedGroup, and agree not to challenge ReedGroup’s exclusive rights therein at any time. No portion of this Website may be reproduced, distributed or used to make a derivative work in any form without the prior written consent of ReedGroup.  This Website is ©2018 ReedGroup.  All Rights Reserved.

7. Links to Third-Party Sites. The Website may contain links to third party web sites (“Linked Sites”). Linked Sites are not under the control of ReedGroup, and ReedGroup is not responsible for the contents or functionality of any Linked Site. ReedGroup assumes no liability and exercises no control over Linked Sites or advertisers and their sites. You are solely responsible for any transactions you enter into with any third parties, including Linked Sites and advertisers.

8. Indemnification. You agree to indemnify and hold ReedGroup, its affiliates, directors, officers, employees, agents, successors, assigns, and licensors harmless from any loss, including reasonable attorneys’ fees and court costs, arising out of or related to your access to and use of this Website (through log-in access or otherwise) and/or your violation of these Terms. You shall fully cooperate at your expense in the defense of any such claim.

9. Limitation of Liability. NEITHER REEDGROUP NOR ANY OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, OR LICENSORS SHALL BE LIABLE TO YOU OR OTHER THIRD PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES RELATING TO LOST PROFITS OR REVENUE, LOSS OF DATA OR USE, COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR DOWNTIME COSTS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, IN CONNECTION WITH THIS WEBSITE, EVEN IF REEDGROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, THE RESPECTIVE LIABILITY OF REEDGROUP, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, OR LICENSORS RESPECTIVE LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY SUCH STATE LAW. IN NO EVENT SHALL REEDGROUP’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) RELATED TO THIS WEBSITE EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR USING THIS WEBSITE.

10. Dispute Resolution. Any claim between the parties arising out of or relating to these Terms or use of this Website (each, a “Claim”) will be resolved by a single arbitrator in Denver, Colorado, pursuant to proceedings administered by the American Arbitration Association under its rules for resolution of commercial disputes on an expedited basis with minimal discovery. The arbitrator’s award will be final and binding. The courts of the State of Colorado or the United States District Court for the District of Colorado will have exclusive jurisdiction and venue over (a) any action concerning the enforcement of an arbitration award, or (b) if arbitration is not permitted by law, any Claim. The laws of the United States and the State of Colorado govern these Terms without regard to conflict of laws principles. Regardless of any statute or law to the contrary, any claim, controversy, or cause of action arising out of or related to these Terms or use of this Website must be filed by you within one (1) year after such claim or cause of action arose, or forever be barred. EACH PARTY IRREVOCABLY WAIVES ALL RIGHTS TO A JURY TRIAL IN ANY CLAIM.

11. Miscellaneous

a. Entire Agreement. These Terms, together with any applicable User Agreement, constitute the entire agreement between you and us regarding your access to and use of this Website and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, regarding the Website.

b. Admissibility. A printed version of these Terms, any evidence of the existence of these Terms and/or any associated terms (including without limitation click-throughs), and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

c. Submissions. You grant ReedGroup a perpetual, nonexclusive, world-wide, royalty free, sub-licensable, assignable license to use any submissions you make via the Website (i.e., user-generated content including but not limited to: data for the Durations Analyzer Tool, comments, suggestions, forum messages, reviews, text, video, audio and photographs) (each, a “Submission“). You represent and warrant that your Submissions do not violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights or contain libelous or otherwise unlawful material.  ReedGroup is not responsible for any lost or unrecoverable content contained in a Submission you make to the Website.

d. Severability. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the remaining provisions will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

License Agreement

By accessing MDGuidelines you (“you,” “Customer”) agree to be bound by the terms of this License Agreement (“License Agreement”) (formerly titled the “MDGuidelines End User License Agreement”), which is located at the footer of www.mdguidelines.com.  The terms of this License Agreement may be relocated and modified by ReedGroup from time to time.   By continuing to access MDGuidelines, you agree to be bound by any such modifications. IF YOU DO NOT WISH TO BE BOUND BY THIS LICENSE AGREEMENT, DO NOT ACCESS MDGUIDELINES.

This License Agreement incorporates the Website Terms of Use above when your access to MDGuidelines occurs through the www.mdguidelines.com  website (the “Website”), provided that this License Agreement shall control in the event of a conflict with the Website Terms of Use.  “ReedGroup” means Reed Group, LLC., a Colorado corporation d/b/a Reed Software and Services, Inc. in certain states.

1. Definitions

“Authorized User” means a unique individual provided access to MDGuidelines by Customer whose access has not been terminated.  If Customer is purchasing access only for him/herself, Customer is also an Authorized User.

“Customer’s System” means the software controlled by Customer that connects to ReedGroup’s application programming interface (“API”) for access to MDGuidelines, if applicable.

“Effective Date” means the earlier of (a) the Effective Date defined in an Order (as defined below), or (2) the date of Customer’s first access to MDGuidel