Terms of Use

11/1/2020
YOUR USE OF THIS SITE (www.revistamed.com) CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE.

THESE TERMS AND CONDITIONS OF USE (“Terms of Use”) govern all rights to access and use the Services (as defined herein) made available by REVISTA, LLC, a Maryland limited liability company (“Revista”) via www.revistamed.com (“Site”) to visitors of the Site. For the purposes of these Terms of Use, “Licensee” shall mean any person visiting the Site or using the Services including, without limitation, the business entity named as the “Licensee” on the applicable Subscription Agreement signed between Revista and Licensee (“Subscription Agreement”). Licensee shall have access and use Revista’s propriety services made available on the Site, which relate to real estate data and intelligence for medical facilities (“Services”). REVISTA HEREBY RESERVES THE RIGHT TO REVISE OR SUPPLEMENT THESE TERMS OF USE. IN SUCH EVENT, REVISTA SHALL POST THE REVISED VERSION OF THE TERMS OF USE ON THE SITE.

1. License.

Revista hereby grants to Licensee a limited, non-sublicensable, revocable, restricted right and license to access the Site and view the Services (“License”). For parties who have signed a Subscription Agreement, Licensee shall also have the authority to create and print reports generated from use of the Services (“Reports”). As part of the Services, Licensees who have signed a Subscription Agreement shall have access to files containing various non-public information and materials related to real estate, demographics, CMS data, construction, tenants and financial performances, which they may use, compile and disclose in any manner consistent with the purpose and scope set forth in these Terms of Use (“Proprietary Data”). Except as otherwise expressly noted on its Subscription Agreement, Licensee shall use the Proprietary Data only for its own internal business purposes. Licensee shall NOT use, reproduce, distribute, sell, publish, broadcast, or circulate the Proprietary Data or any portion thereof or work derived therefrom except as expressly set forth in these Terms of Use or expressly permitted under its Subscription Agreement. As between Revista and Licensee, all materials made available on the Site or as part of the Services that include Revista’s branding, trade dress, trade names, logos, design, text, formulas, search results, graphics, images, pictures, page headers, custom graphics, icons, scripts, sound files or other files, or any excerpt, version or compilation of the foregoing (collectively, the “Revista Materials”) shall be deemed to be and treated as the intellectual property of Revista, its suppliers and licensors. Licensees who have signed a Subscription Agreement and remain in compliance with such agreement may share excerpts of Reports with its employees, consultants, and third parties as part of its own business, provided that: (i) each such shared Report except includes only a reasonably limited excerpt of the Proprietary Data and each such use contains a clear and unambiguous reference to Revista as the source of the Proprietary Data; and (ii) such use does not compete in any material way with the Services, the Site and/or the applicable Report. Except for the License as granted hereunder, Licensee has no other right or license whatsoever to use the Site, the Services, the Reports or any other intellectual property of Revista. Any unauthorized use of the Site or the Services may result in a termination of the License, at Revista’s sole and exclusive discretion, in addition to all other remedies available at law or in equity. Except as expressly noted herein, the Revista Materials may not be copied, imitated, or used, in whole or in part, without the prior written permission of Revista. Licensee may not use any meta tags or any other "hidden text" utilizing "Revista" or any other name, trademark, or product name of Revista without Revista’s prior written permission. Any other trademarks appearing on the Site are the property of their respective owners. References to any products or services bearing such third-party marks do not constitute or imply any endorsement, sponsorship or recommendation thereof by Revista.

2. Term and Fee.

The Subscription Agreement (if any) shall identify the applicable term and fee for the License. For Licensees who have no Subscription Agreement, the Licensee shall continue until revised or revoked by Revista.

3. Warranty Disclaimers.

THE REVISTA MATERIALS AND PROPRIETARY DATA ARE PROVIDED ON THE SITE OR AS PART OF THE SERVICES ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALL USE OF REVISTA MATERIALS AND PROPRIETARY DATA IS AT LICENSEE’S SOLE RISK. REVISTA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

4. Confidentiality.

Any information, including, without limitation, materials, processes, statistical models, metric formulas, forecast models, programs, codes, designs, techniques, and ideas of Revista (collectively, “Confidential Information”) that is obtained or accessible by Licensee in addition to the Revista Materials shall not be used or disclosed for any purpose by Licensee; is not part of the license granted hereunder; and must be secured, protected, and kept confidential by Licensee. Except as otherwise expressly noted herein, Licensee shall not use Revista’s name, image, or logo in connection with any press release, promotional material, advertising, or similar publication. Revista may use Licensee’s name in Revista’s marketing and on its website for the sole purpose of identifying Licensee as a Revista licensee.

5. Passwords.

Revista shall enable Licensee to issue unique usernames and passwords to each of Licensee’s designated employees and approved third party agents to access the Site and/or the Services in strict compliance with these terms and conditions. Such individuals shall be identified via separate e-mail communication between Licensee and Revista. Passwords are non-transferable, non-shareable and shall expire when an employee ceases to be a Revista user or to be employed by Licensee or the third party agent ceased to provide the applicable services for Licensee, whereupon: (i) Licensee shall notify Revista; and (ii) Licensee shall disable such username and password; and, upon request, issue a new user name and password to a different employee designated by Licensee; provided, however, that at no time shall the number of users and passwords exceed the number of employees as set forth in the applicable Subscription Agreement (if any). Licensee shall use its best efforts to prevent the sharing of passwords with any person or entity outside of its company and shall be responsible for any unauthorized use of any password it issues hereunder.

6. Compliance.

Licensee agrees to use the Revista Materials and Proprietary Data in compliance with these Terms of Use and all applicable federal, state, and local laws, rules, and regulations, including, but not limited to, applicable privacy, data protection, and anti-trust laws. It is Licensee’s responsibility to authorize, monitor, and control access to and use of the Revista Materials, Proprietary Data and Confidential Information by Licensee’s employees and any other persons on Licensee’s premises or using Licensee’s information systems.

7. Events of Default; Termination.

Revista and Licensee shall each have the right to terminate the License following the occurrence of an Event of Default by the other party. Each of the following events shall constitute an “Event of Default” for the purposes of this License: Licensee’s failure to pay any applicable subscription fee in full as and when due; either party’s breach of these Terms of Use that has not been cured within thirty (30) days following the alleged breaching party’s receipt of written notice from the non-breaching party regarding the nature of the alleged breach; Revista may suspend the Services or terminate the License IMMEDIATELY with written notice to Licensee upon: (i) the filing by Licensee of a petition in bankruptcy; (ii) the appointment by Licensee of a receiver, trustee, liquidator, receiver-manager, or similar custodian that is not dismissed within sixty (60) days; (iii) if voluntarily or involuntarily proceedings are commenced for the dissolution or liquidation of Licensee; or (iv) Licensee ceases to carry on its business in the ordinary course. Licensee acknowledges the License is expressly conditioned upon Revista’s agreement with one or more data sources made available as part of the Services and Revista’s continued right to license such Proprietary Data received from a third party. Licensee acknowledges and agrees that Revista may terminate this License, upon written notice to Licensee, in relation to all or any portion of the Proprietary Data if the third party license with a data source has changed or is terminated.

8. Post Termination.

At termination or non-renewal of the License, Licensee may no longer use any subscription-based portions of the Services or the Site in any manner. Within ten (10) days after the effective date of termination or non-renewal, Licensee will permanently refrain from any efforts to access the Services unless and until it obtains a new License Licensee shall not be required or obligated to destroy, delete or recall any Reports it generated from the Services, although its shall remain bound to all restrictions on use of the Reports as stated in the License. Revista may at its sole expense audit Licensee’s compliance with these Terms of Use during or after the term of the License, provided, that such audit will occur under Licensee’s reasonable supervision and Licensee shall cooperate in the conduct of the audit.

9. Indemnification.

Licensee agree to indemnify and hold Revista harmless from and against any claims, damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys' fees and costs) arising out of or related to its violation of these Terms of Use, or its violation of the rights of any third party.

10. Limitation Of Liability.

IN NO EVENT SHALL REVISTA, ITS OFFICERS, AGENTS, AFFILIATES, EMPLOYEES, ADVERTISERS, DATA PROVIDERS, INSURERS, OR ATTORNEYS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED, TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA), WHETHER ARISING OUT OF AN ACTION IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STATUTE, EQUITY OR OTHERWISE, OR ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE REVISTA MATERIALS, THE SITE OR THE SERVICES.

11. Enforcement.

These Terms of Use shall be governed by and construed in accordance with the laws of Maryland, without giving effect to its conflict of laws principles. Any dispute arising out of or related to these Terms of Use shall be filed and litigated in the Circuit Court of Maryland for Anne Arundel County or the United States District Court for the District of Maryland (Northern Division), and all parties consent to personal jurisdiction and venue before these courts. Licensee further acknowledge that remedies at law may be inadequate to protect Revista against any actual or threatened breach of these Terms of Use, and Licensee agrees Revista may be entitled to seek injunctive or other equitable relief as a remedy in connection with such an actual or threatened breach. Such a remedy shall not be deemed to be the exclusive remedy but shall be in addition to all other remedies available at law or equity, including recovery of reasonable attorneys’ fees and costs incurred in connection with the institution of such suit or action.

12. Force Majeure.

Revista shall not be liable for any delay or failure to provide the Services and/or make the Site available as contemplated hereunder if such delay or failure caused by events or conditions beyond its reasonable control, including but not limited to fire, flood, accident, storm, acts of war, riot, terrorism, pandemic, government interference, strikes or walkouts, for a period not to exceed ten days. In the event of any such force majeure event, Revista shall promptly notify Licensee in writing of the occurrence, nature and anticipated length of continuance of any such force majeure event, and provide a service credit for any period of interruption in services.

13. Notices.

All notices required hereunder shall be in writing and shall be delivered by personal delivery, electronic mail, or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission or confirmation of successful facsimile or e-mail transmission. Such notices shall be addressed to Revista or Licensee as follows or such other addresses as the applicable party may subsequently specify: To Licensee: at Licensee’s address and to the contact person as noted on the Subscription Agreement; and to Revista: Revista, LLC, 1298 Bay Dale Drive Suite 214 Arnold, Maryland 21012, Attn: Hilda Martin, hilda@revistamed.com, with a copy to Offit Kurman, PA, 8171 Maple Lawn Boulevard, Suite 200, Maple Lawn, Maryland 20759, Attn: Jonathan R. Wachs, jwachs@offitkurman.com .

14. Miscellaneous Provisions.

If any part of these Terms of Use is determined to be unenforceable, the other terms shall remain in full force and effect, and the parties shall negotiate in good faith terms to replace the unenforceable provision with a valid, enforceable provision that most closely matches the intent of the original provision. Revista may assign its rights under the License, in whole or in part, at any time with or without notice to Licensee. Licensee may not assign, transfer, or sublicense its rights, privileges, duties, or obligations under the License. Revista's failure to act with respect to a breach by Licensee or others does not waive its right to act with respect to subsequent or similar breaches. Except as expressly stated herein, these Terms of Use constitute the entire agreement between Licensee and Revista. The person signing the Subscription Agreement represents and warrants to Revista that he or she has full authority to sign such agreement and that in the event it is not so authorized, he or she will be personally liable for the faithful performance of this Agreement. The License is provided only to the named Licensee and not to any affiliates, officers, subsidiaries, successors or assigns of Licensee, except as expressly agreed in writing by Revista.

YOUR USE OF THIS SITE (www.revistamed.com) CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE.