Legal Notice
Who We Are
Last Updated: May 1, 2023
WEBSITE TERMS OF USE AND PRIVACY POLICY
PLEASE READ THE FOLLOWING EDGEWISE TERMS OF USE AND PRIVACY POLICY (COLLECTIVELY THE "AGREEMENT") CAREFULLY BEFORE USING THIS WEBSITE PROVIDED BY DIGNITY HEALTH PURCHASING NETWORK, LLC, D/B/A EDGEWISE, A COLORADO LIMITED LIABILITY COMPANY. BY USING THIS WEBSITE, YOU, THE USER OF OR VISITOR TO THIS WEBSITE ARE AGREEING TO BE BOUND BY ALL OF THE TERMS OF THE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, DO NOT USE THE WEBSITE AND YOU ARE NOT PERMITTED TO DO SO.
IMPORTANT NOTICE: YOUR USE OF THIS WEBSITE IS SUBJECT TO AN ARBITRATION PROVISION OUTLINED BELOW, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. THIS AGREEMENT ALSO CONTAINS A PROVISION WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT.
As a condition of receiving access to the Website, you acknowledge you have read, understood and agree as follows:
Targeted Audience
You are a vendor or a vendor representative with an existing or potential business relationship with Edgewise; you are an “Edgewise Participant” (subject to separate written contract) seeking information about the contracts maintained by the Edgewise GPO and information on the Edgewise Participant’s purchasing activities, or you are a potential Edgewise participant seeking information made available by Edgewise through this Website. If you are an Edgewise Participant, these terms are considered additional terms to your Edgewise Participation contract with respect to the subject matter hereof and your Edgewise Participant agreement is deemed hereby amended accordingly. For vendors to obtain and provide information about the contracts maintained with the Proposed GPO and the purchasing activity of its Participants.
Compliance With Law.
You agree to access and use the Website in accordance with the requirements of the Agreement and in compliance with all applicable laws, rules and regulations. This Agreement is both a contract, hereby entered into by you and Edgewise, and also a policy of Edgewise in making the Website available to you.
Website improvements.
Edgewise may also make improvements and/or changes to the Website at any time without notice. Edgewise retains the right to remove, in its sole discretion, communications or content that include any material deemed abusive, defamatory, obscene, or that Edgewise otherwise deems inappropriate in its sole discretion.
Website is a private network.
The Website, including all of its content, reports, archives, look and feel, databases, functionality and domain name, is a private business-to-business computer network and not intended for use by the general public . It is provided and maintained by and proprietary to Edgewise, on behalf of itself and its Participants.
To report problems.
To report problems with this website please contact us at [email protected].
Logout.
You shall always log out of the Website before departing from your computer.
Wireless.
If you access the Website, you are solely responsible for the security of your online session, provided that the System Administrator of Website shall have implemented secure socket layer encryption or equivalent with respect to the restricted portions of this Website that are behind Login Credentials.
Website unavailability.
There may be times when the Website is unavailable due to technical errors or for maintenance and support activities.
Screen Scraping Expressly Prohibited.
You will not access the Website or its content by means of “screen scraping” botnet or otherwise electronically interface with it to automatically populate another database or record system. Use of this Website, including those sections requiring Login Credentials, is permitted only for individual human use.
Remedies.
You acknowledge that any violation of this Agreement could result in irreparable harm, the damages for which are incalculable. You agree that in the case of such breach of the foregoing Agreement and trust, Edgewise shall have every remedy available at law, including immediate injunctive relief.
Indemnification.
You and your company hereby agree to indemnify, defend and hold Edgewise, its directors, officers, employees and agents harmless from all damages and injuries, both tangible and intangible, related to your use of or reliance on this Website or your Login Credentials or any violation of this Agreement by you or your company. Such damages and injuries may arise from claims, actions, lawsuits, or cost of notification to third parties and credit monitoring service.
Website Provided AS IS.
EDGEWISE PROVIDES THE INFORMATION ON THE WEBSITE. THE WEBSITE AND ITS CONTENT AND SITE-RELATED SERVICES ARE PROVIDED "AS IS," WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS WEBSITE, SITE-RELATED SERVICES, AND HYPERLINKED WEBSITES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EDGEWISE NOR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY NOR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY.
Limitation on Liability.
EDGEWISE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, EDGEWISE, THEIR SUPPLIERS, AND OTHER THIRD PARTIES MENTIONED ON THIS WEBSITE ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST OR UNAVAILABLE DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO EDGEWISE, WEBSITE-RELATED SERVICES AND PRODUCTS, CONTENT OR INFORMATION CONTAINED WITHIN THE EDGEWISE AND/OR ANY HYPERLINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH EDGEWISE, SITE-RELATED SERVICES, AND/OR HYPERLINKED WEBSITES IS TO STOP USING THIS WEBSITE AND/OR THOSE SERVICES. TO THE EXTENT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Website Ownership.
Except as otherwise indicated, all content on the Website, including text, graphics, logos, button icons, photos, images, forms, audio, video, questionnaires, "look and feel" and software, is the property of Edgewise and/or its licensors and is protected by United States and international copyright laws. The compilation of all content on Website is the exclusive property of Edgewise and/or its licensors and is protected by United States and international copyright laws. Unless specifically authorized in writing by Edgewise, any use of these materials, or of any materials contributed to Edgewise by entities other than Edgewise on any other website or networked computer environment for any purpose is prohibited. Copyright 2023, Edgewise. All rights reserved for all countries. Any rights not expressly granted by these terms and conditions or any applicable end-user license Agreements are reserved by Edgewise. Only if you are a user authorized by Edgewise may the materials provided by Edgewise be downloaded and/or reprinted for personal use only. Reproduction of any document or graphic in whole or in part for any reason is expressly prohibited, unless prior written consent is obtained from the copyright holder(s).
Trademarks.
“Edgewise”, and the Website and Website logos are service marks of Edgewise. Other proprietary marks may be designated as such from time to time on the Website through use of the TM, SM, or symbols. Users of this Website are not authorized to make any use of the Website marks or Edgewise marks, including, but not limited to, as metatags or in any other fashion which may create a false or misleading impression of affiliation or sponsorship with or by CommonSpirit Health or Edgewise.
Assignment.
You acknowledge that you may not assign any of your rights, interests, duties, or obligations under this Agreement. Any attempted or purported assignment shall be null and void.
Hyperlinks.
Any reference made to specific products or services on the Website does not constitute or imply a recommendation or endorsement by Edgewise unless it is specifically stated. To provide you with additional resources, the Website may contain hyperlinks to other of our services and those of our affiliates. However, unless Edgewise states otherwise, providing an external link does not in any way imply it may be of benefit to you or that its products and services or those it describes are endorsed by Edgewise. Such links may be provided as merely information only, for your further investigation. In some instances Edgewise may make reasonable efforts to ascertain that linked sites abide by appropriate ethical standards of conduct. While Edgewise selects the sites it links to with care, Edgewise does not vouch for or assume responsibility for the material, services, products, legal terms or lack thereof contained on those sites or their privacy practices. You are advised to consult the privacy statement and terms of service/use of each website you visit.
Dispute resolution.
Arbitration: You, on behalf of yourself and your company, hereby agree that any dispute, controversy, claim or disagreement arising out of or related to Edgewise or the acts or omissions of the parties with respect to the Agreement or this Website (each, a “Dispute”), will be resolved by binding arbitration. In the event of a Dispute, the parties to this Agreement shall, as soon as reasonably practicable after one Party gives written notice of a Dispute to the other Party (the “Dispute Notice”), meet and confer in good faith regarding such Dispute at such time and place as mutually agreed upon by the parties (the “Meet and Confer”). If any Dispute is not resolved to the mutual satisfaction of the parties within ten (10) business days after delivery of the Dispute Notice (or such other period as may be mutually agreed upon by the parties in writing), the parties shall submit such Dispute to arbitration conducted in the County in Arapahoe County, Colorado by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in accordance with its commercial arbitration rules.
Class Action Waiver.
You, on behalf of yourself and your company, hereby agree that any Dispute, action, or claim relating in any manner to this Agreement or this Website will be resolved, individually and not in a class action. A class action, consolidated action, or representative action is a legal proceeding brought by a group of people, with an identical claim, who are represented together by a member of the group.
You agree that any dispute, action, or claim will be resolved on an individual basis and not in a class action, consolidated action, or representative action. If, for any reason, a Dispute proceeds in court, rather than in arbitration, you agree to only bring your claim on an individual basis and not as part of a class action, consolidated action, or representative action. You agree to waive any rights that you may have to bring a claim in a class action, consolidated action, or representative action.
No waiver.
No delay or failure to require performance of any provision of the Agreement shall constitute a waiver of the performance of such provision. Any waiver granted by a party must be in writing, and shall apply solely to the specific instance expressly stated. A waiver of any term or condition of this shall not be construed as a waiver of any other terms and conditions of this Agreement, nor shall any waiver constitute a continuing waiver.
Choice of law.
By visiting or using the Website, you agree that the laws of the State of Colorado, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Edgewise, CommonSpirit Health or any of our affiliates. You agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of or within Arapahoe County, Colorado, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of or within Arapahoe County, Colorado.
Agreement updates.
Edgewise reserves the right to modify this Agreement and the documents identified in this Agreement. Such modifications shall be binding on you and your company upon reasonable online notice thereof and your continued use of this Website is deemed your Agreement to be bound by such revisions. The date of the most recent update will be clearly posted in this Agreement. Edgewise encourage you to periodically review the terms of this Agreement to see if there have been any changes to our policies that may affect you.
Entire Agreement.
This Agreement is the entire understanding and agreement of the parties regarding this Agreement’s subject matter, and supersedes any prior oral or written Agreements, representations, understandings or discussions among the parties with respect to such subject matter.