Last Updated December 4, 2014

Terms and Conditions

QuadraMed Corporation, a Delaware corporation (referred to in these Terms of Use as “QuadraMed,” “we,” “us,” or “our”), operates this website, including the web pages located on the domain quadramed.com (collectively, the “Site”). By using or accessing the Site you signify your agreement to these Terms of Use and QuadraMed’s Privacy Policy, which can be found here and is incorporated herein by reference.

We may modify these Terms of Use from time to time in our sole discretion. Your continued use of the Site constitutes your binding acceptance to these Terms, including any changes or modifications that we may make. You are expected to carefully review these Terms of Use from time to time so you are aware of any changes, as they are binding on you. If any part of these Terms or any future changes to these Terms are not acceptable to you, you may not use or access the Site.

This Site is offered and available to users who are 13 years of age or older. By using this Site, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site.

Intellectual Property

These Terms of Use permit you to use the Site exclusively for business use as it relates to your relationship to QuadraMed, and your personal and other non-commercial use. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Site, except that your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials, and you may store files that are automatically cached by your Web browser for display enhancement purposes. You may print or download information from the Site only for business use as it relates to your relationship with QuadraMed, and your own personal and other non-commercial use, and not for further reproduction, publication or distribution, provided you keep intact all copyright and other proprietary notices.

These Terms of Use do not grant you any right, title, interest, license (express or implied) to any patent, trademark, service mark, copyright, trade secret or other intellectual property right of QuadraMed. Modification of any content on the Site is explicitly prohibited. You are also prohibited from utilizing this Site in any way that would damage its content or visibility for other visitors. As between QuadraMed and you, QuadraMed has and retains exclusive and valid ownership of the Site, the names and marks thereof, and all intellectual property, proprietary rights and documentation therein, and you acknowledges that the foregoing constitute valuable assets and may constitute trade secrets of QuadraMed. All trademarks, service marks, trade dress, product names, company names or logos on the Site, whether registered or not, are the property of QuadraMed. In addition to complying with all applicable laws, you agree that you will not use any such trademarks, service marks, trade dress, or other logos from this Site without the prior written authorization of QuadraMed.

Prohibited Uses

You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to: (i) use the Site in any way that violates federal, state, local or international law or regulation; (ii) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (iii) attempt to gain unauthorized access to, interfere with, damage, disrupt or circumvent any of the security features of any part of the Site, the server on which the Site is stored, or any server, computer or database connected to the Site; and (iv) otherwise attempt to interfere with the proper working of the Site.

Informational Content

The information presented on or through the Site is made available solely for informational purposes. The Site is limited to the dissemination of general information of the product and/or service offerings provided by QuadraMed. QuadraMed uses reasonable efforts to update the information on the Site. However, the contents of the Site are subject to change without notice. QuadraMed makes no representations or warranties as to the accuracy, reliability or completeness of any information on the Site. Please contact use via the methods provided on the Contact page of the Site if you have questions about the information presented on the Site.

Third Party Sites and Content

This Site contains links to other Internet sites that our business partners and other third parties own or operate. Your use of each of those sites is subject to the terms and conditions, if any, that each of those sites have posted. We have no control over third party sites and we are not responsible for any changes to or content on them. Our inclusion of any content is not an endorsement of that material or link or the companies that own or operate the material or linked sites.

Risk Allocation

WE DISCLAIM ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF INFORMATION OR CONTENT. WE DISCLAIM ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR CONTENT FROM THE SITE. WE DO NOT MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SITE. THE SITE AND THE CONTENT ARE DISTRIBUTED ON AN “AS IS, AS AVAILABLE” BASIS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES THAT RESULT FROM THE DOWNLOAD OF ANY SUCH CONTENT. WE DO NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE. YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND THE ACCURACY OR COMPLETENESS OF ITS CONTENT.

IN NO EVENT SHALL QUADRAMED, ITS PARENTS, SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (THE “COMPANY ENTITIES”) BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE QUADRAMED SITE, THE CONTENT, OR ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Modifications, Interruption of Service and Account Security

QuadraMed reserves the right to modify or discontinue this Site with or without notice to the user. QuadraMed shall not be liable to user or any third party should QuadraMed exercise its right to modify or discontinue the Site. We do not guarantee continuous, uninterrupted or secure access to our Site. The operation of our Site may be interfered with or adversely affected by numerous factors or circumstances outside of our control or through acts of God.

To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current and complete. You agree that all information you provide to register with this Site or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion you have violated any provision of these Terms of Use.

Geographic Restrictions

QuadraMed makes no representations that the information on the Site is appropriate or available for use in all locations. Use of or access to the Site may not be legal by certain persons or in certain countries. By using or accessing this Site, you do so on your own initiative and are responsible for compliance with applicable local laws.

Indemnification

You agree to defend, indemnify and hold harmless the Company Entities and their successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Site, including, but not limited to, any use of the Site’s content or services other than as expressly authorized in these Terms of Use or your use of any information obtained from the Site.

General

These Terms of Use are governed by and construed in accordance with the laws of the State of Delaware, exclusive of its choice of law rules. In any action to enforce these terms and conditions, the prevailing party will be entitled to costs and attorneys’ fees. Nothing in these Terms of Use limits either party’s ability to seek equitable relief. QuadraMed shall be entitled to reasonable attorneys’ fees and costs in connection with enforcing any provision of these Terms of Use. No waiver by QuadraMed of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition, and any failure by QuadraMed to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use constitute the entire agreement between you and the Parties with respect to the Site, and supersedes all previous written or oral agreements. If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law, 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 the Terms of Use shall continue in effect. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such states, our liability and that of our third party content providers and their respective agents shall be limited to the greatest extent permitted by law.

Contact Information

All feedback, comments, requests for technical support and other communications relating to the Site should be directed to QuadraMed via the methods provided on the Contact page of the Site.