These Terms of Use (“Terms of Use”) form a contract between you and Symphony Performance Health, Inc., d/b/a SPH Analytics, and its affiliated companies (collectively, “SPH“) and apply to and govern your use of the systems, solutions and services provided by SPH (as further described below, the “Solutions”) that you access through (the “Website”). The Solutions are described in more detail in the section “Description of Solutions; Ownership; Privacy” below.PLEASE READ THESE TERMS OF USE CAREFULLY. YOUR ACCESS AND USE OF THE SOLUTIONS MEANS THAT YOU UNDERSTAND THESE TERMS OF USE AND AGREE TO THEM. IF YOU DO NOT UNDERSTAND AND AGREE TO THESE TERMS OF USE, YOU MUST NOT ACCESS THE SOLUTIONS.

The entity with which you are associated (“Company”) has provided you with access to the Solutions under a separate Master Subscription and Services Agreement (or other written agreement) between Company and SPH (that agreement, including any and all future amendments, is the “Services Agreement”). Your use of the Solutions is also subject to the Services Agreement. For purposes of these Terms of Use, the word “User” includes both you and the Company, and “you” includes any User. If there is any conflict or inconsistency between the terms of the Services Agreement and these Terms of Use, then the Services Agreement shall prevail. For additional clarity, these Terms of Use do not, and shall not be deemed to, vary, amend or supersede the terms of the Services Agreement. Further, these Terms of Use do not create any waiver by, and do not affect the claims, rights or obligations of, SPH or the Company under the Services Agreement.

SPH may amend these Terms of Use at any time providing notice to you where necessary under applicable law and/or by posting amended Terms of Use on the Website.  When used in these Terms of Use, the words “Terms of Use” include any and all future amendments to these Terms of Use.

SPH’s Privacy Policy, also applies to your access and use of the Solutions. The Privacy Policy is incorporated into these Terms of Use.  

Security & Access

  1. User ID; Password. Company has provided SPH with a list of individuals whom it has authorized to access and use the Solutions on Company’s behalf (those individuals are “Authorized Individuals”). Each Authorized Individual has a unique identifier (“User ID”) and a password (such item, even if changed by the Authorized Individual, is the “Password”). By accessing the Solutions, you represent that you are an Authorized Individual at the time you access the Solutions. 
  2. Security of User ID and Password.You must keep your User ID and Password strictly confidential and you must take precautions to ensure that your User ID and Password are safe and secure. You cannot share your User ID or password with any other person, and you cannot permit any other person to use your User ID or Password, even if that person is in your organization. Both you and the Company are responsible for any unauthorized use of your User ID and password where you do not comply with this paragraph.  

Description of the Solutions; Ownership; Privacy

  1. Description of Solutions. For purposes of these Terms of Use, the word “Solutions” includes the software programs, databases and systems (and any updates, modifications, corrections, upgrades or new releases to any of the foregoing) through which SPH provides the systems, solutions and services that you access and use through the Website. “Solutions” also includes all documentation relating to the access, use, operation or functionality of the Solutions, such as technical or user manuals, configuration guides and “read me” or “help” files. Finally, the word “Solutions” includes all information, data and reports (whether standard or customized) produced by the Solutions or otherwise obtained through the use of the Solutions. 
  2. Ownership. SPH holds and retains all right, title and interest in and to the Solutions, including all intellectual property rights in the Solutions. All design, text and graphics, and the selection and arrangement thereof, in the Solutions and in the Website are protected by the copyright laws of the United States and foreign countries. You do not obtain and do not have any right, title or interest to the Solutions, other than the limited right to use the Solutions as permitted under these Terms of Use and the Services Agreement. Your use of the Solutions is non-exclusive. 
  3. Privacy. SPH will use information provided by you in accordance with SPH’s Privacy Policy. You acknowledge that you have no expectation of privacy with respect to information transmitted over the Internet generally.

User Obligations; Prohibited Actions. 

  1. You must only access and use the Solutions for Company’s internal business purposes as permitted by the Company. You must not access or use the Solutions for any other purpose. You are responsible and liable for all use of the Solutions through your User ID and Password.
  2. You are responsible for the accuracy of all information and data that you submit through the Solutions. You must submit the information and data in the format required by SPH. Information and data that is not in the correct format may be rejected by the Solutions, and SPH has no liability for such rejection.
  3. You must not submit any information or data to the Solutions that infringes on or misappropriates the intellectual property or other proprietary information or data of any individual or entity. Intellectual property and proprietary information or data includes a person or entity’s trade secrets and confidential information. 
  4.  You must not use, or permit the use of, the Solutions to defame any individual or entity, to invade any individual’s or entity’s privacy, or to otherwise violate any rights of any individual or entity. You must not use the Solutions to violate any laws.
  5. You must not take or permit any action which could disable or circumvent, or allow the disabling or circumventing of, the security features of Solutions. 
  6. You must not, in whole or in part: (i) copy, maintain, rent, license or lease the Solutions; (ii) reverse-engineer, decompile, disassemble or otherwise make any attempt to access the source code of the Solutions; or (iii) alter, merge, adapt, modify, enhance or create derivative works based upon the Solutions.
  7. You must not introduce or cause to be introduced into the Solutions any worm, Trojan, time bomb or other harmful or destructive code which is designed to or capable of unauthorized access to or intrusion upon, disabling, deactivating, deleting or otherwise damaging or interfering with any system, equipment, software, data or the Solutions. 
  8. You must not remove any trademarks, copyright notices or other proprietary notices, legends, symbols or labels of SPH or any third party that may be found in or on the Solutions.
  9. You must cooperate as reasonably requested by SPH in connection with your access and use of the Solutions.
  10. You must immediately notify Company if you become aware that you have violated any of your obligations under these Terms of Use.


Termination of Rights  

SPH reserves the right to reject potential Users that do not meet the reasonable rules and requirements established from time to time by SPH for use of the Solutions. SPH also reserves the right to terminate your access to and use of the Solutions, without notice to you, if you (i) permit any unauthorized third person or entity to access and use the Solutions, or (ii) attempt to assign your rights to access or use the Solutions in a manner that would violate these Terms of Use or the Services Agreement. Further, at its sole discretion and without any notice, SPH reserves the right to interrupt or disable access to and use of all or any part of the Solutions or the Website to prevent or protect against fraud, hacking or illegal conduct, or to otherwise protect the rights and property of SPH (including the Solutions) or of any other person or entity. If User breaches these Terms of Use or the Services Agreement, User’s right to access and use the Solutions will end automatically with immediate effect.

Disclaimer of Warranties; As-Is

THE SOLUTIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING: (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (II) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; AND (III) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER IN TORT, CONTRACT OR OTHERWISE. SPH DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOLUTIONS WILL MEET USER’S REQUIREMENTS, THAT THE OPERATION OF THE SOLUTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOLUTIONS WILL BE CORRECTED. The Website and/or the Solutions may be inaccessible or inoperable from time to time due to equipment malfunction, periodic maintenance or repair, issues with the Internet generally, and other causes beyond the control of SPH or which cannot reasonably be foreseen, and SPH undertakes no liability in such events.  Furthermore, SPH does not warrant or make any representations regarding the use or the results of the use of the Solutions in terms of their correctness, accuracy, reliability or otherwise.

Limitation of Liability

You acknowledge and expressly agree that in no event shall SPH or any of its affiliates, subsidiaries, licensors or suppliers, or any of its or their respective officers, directors, employees, shareholders, owners, agents or representatives, be liable for any indirect, special, incidental, exemplary, punitive or consequential damages or loss of goodwill (including any of the foregoing that may arise from any loss of use or loss of information or data) in any way relating to your access or use of the Solutions, or to the performance or non-performance of the Solutions, whether a claim for any such liability or damages is premised upon breach of contract, breach of warranty, negligence, strict liability or any other theories of liability, and even if SPH has been apprised of the possibility or likelihood of such damages occurring. SPH disclaims any and all liability for erroneous transmissions and loss of service resulting from communication failures by telecommunication service providers. In no event will SPH’s liability in any way related to the access, use and provision of the Solutions, or in any other manner arising under these Terms of Use or the Services Agreement, exceed the fees paid by Company to SPH during the twelve (12) months immediately preceding the event giving rise to a claim.

Some jurisdictions may not allow the above exclusions of implied warranties and limitations on liability. In that case, some of the above exclusions may not apply to you.

You acknowledge that SPH’s ability to provide the Solutions and the Website under these Terms of Use and the Services Agreement is based and depends upon the disclaimers of warranties and limitations of liability that are contained in these Terms of Use. You further acknowledge that all such disclaimers and limitations form an essential basis of the bargain between User and SPH.

Miscellaneous Provisions

  1. Enforceability; Construction. You agree that a finding that any provision of these Terms of Use is void or unenforceable (including any exclusion of implied warranties or limits of liability) will not affect the validity of the remainder of these Terms of Use, which shall remain valid and enforceable. The subject headings of these Terms of Use are for convenience only and will not affect the construction or interpretation of any of the provisions of these Terms of Use. The word “including” means “including without limitation”. 
  2. Governing Law; Dispute Resolution. These Terms of Use shall be governed by and construed in accordance with the same law that governs the Services Agreement. Any legal action or proceeding between SPH and you arising out of these Terms of Use, the Website or the Solutions shall be exclusively subject to resolution under the Services Agreement as if you were the Company. You expressly agree that electronic documents are admissible in any dispute. 
  3. Notices. All notices or other communications sent regarding these Terms of Use shall be in writing and shall be effective upon the earlier of actual receipt, the fifth (5th) business day following deposit into mail (registered or certified), the next business day following deposit with a nationally recognized overnight courier service, or the same day following transmission via facsimile or electronic mail. Notices shall be sent to SPH at the physical address listed on SPH’s main website,, or via electronic mail to Notices to you shall be addressed to the name and sent to the address provided by you upon registration on the Website. You or SPH may change your notice address with notice in accordance with this section.
  4. Successors; Assigns. These Terms of Use shall be binding upon, and shall inure to the benefit of, SPH and its successors and assigns. You may not assign these Terms of Use or your rights hereunder or delegate performance of your obligations hereunder.  
  5. Waiver. No waiver by SPH of any provisions of these Terms of Use shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. SPH is not bound by any waiver unless the waiver has been signed by its authorized representative. 
  6.  Electronic and Hard Copies of Agreement. In order to access and retain the information contained in these Terms of Use electronically, you or your Healthcare Organization will need Microsoft Internet Explorer version 7.0 and Adobe Acrobat Reader version 9, or such other version as may become available and be adopted for use by SPH, from time to time. Please print a copy of these Terms of Use for your records, or you may contact us to request a copy in a non-electronic format by submitting a written request via electronic mail to:

Your use of the Website, your access and use of the Solutions, and your clicking on the “I Agree” button below all mean that you understand and agree to these Terms of Use. 

At any time that you no longer want to access or use the Solutions, you must cease using your User ID and Password.

Effective Date:   ©  2019   SPH Symphony Performance Health, Inc.