YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ, ACCEPT AND AGREE TO BE BOUND BY THIS END USER LICENSE AGREEMENT AND ALL TERMS, CONDITIONS, POLICIES, AND GUIDELINES INCORPORATED INTO THIS END USER AGREEMENT BY REFERENCE OR OTHERWISE PROVIDED IN WRITING FROM TIME TO TIME BY HEALTH SHARE OF OREGON (“HEALTH SHARE”) IN CONNECTION WITH THIS AGREEMENT (COLLECTIVELY, THE “AGREEMENT”). BY ACCEPTING THIS AGREEMENT, YOU CONSENT TO THE USE OF YOUR PERSONAL AND USER DATA AS DESCRIBED HEREIN.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THE AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE HEALTH SHARE MY PLAN (THE “PLATFORM”).
WE MAY, FROM TIME TO TIME, CHANGE THE TERMS OF THIS AGREEMENT. WHEN THE TERMS ARE CHANGED, WE WILL GIVE YOU AN OPPORTUNITY EITHER TO AGREE TO SUCH CHANGED TERMS OR TERMINATE USE OF THE PLATFORM. THE MOST CURRENT VERSION OF THIS AGREEMENT IS AVAILABLE FOR ACCESS AT ANY TIME ON THE PLATFORM SHAREPOINT SITE.
The Platform is owned and operated by Health Share. The Platform is a proprietary software platform that stores certain claims data (“Data”) and contains analytics applications for the Data to enable queries and analytic output of the Data to generate reports (“Reports”) to be used for quality assurance processes, to achieve certain metrics required under your Organization’s (as defined below) agreement(s) with Health Share or with a risk accepting entity engaged with Health Share, to monitor financial trends, and/or certain other limited purposes permitted by law and applicable contractual arrangements governing your access to and use of the Platform, including without limitation, the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, each as amended from time to time (collectively, “HIPAA”) and any applicable business associate agreement (collectively, the “Permitted Purposes”).
1. USER QUALIFICATIONS AND ACCOUNT REGISTRATION. By accessing the Platform, you represent that you are authorized to do so pursuant to one or more agreement(s) your Organization has directly with Health Share or with a risk accepting entity engaged with Health Share (in either case, the “Organization’s Agreements”). You further represent that (i) you are an employee, agent, or contractor of the organization you identified upon registration (your “Organization”), (ii) you have agreed in writing to comply with all terms of the Organization’s Agreements, and (iii) you are qualified to be an authorized user of the Platform under the Organization’s Agreements. You represent you are at least 18 years of age and have the authority to enter into this Agreement. In addition, you represent you will provide true, accurate, current, and complete information about yourself as required for account registration and will maintain and promptly update all such information to ensure it remains true, accurate, current, and complete so long as your account remains open. Further, you represent that you will immediately notify Health Share and your Organization in the event you believe you are no longer qualified to be an authorized user of the Platform under any agreement you or your Organization have entered into (including this Agreement).
2. ACCESS TO THE PLATFORM. Subject to the terms and conditions contained herein and the Organization’s Agreements, Health Share hereby grants you a non-exclusive, non-transferable, revocable, limited right to access and use the Platform solely for the Permitted Purposes.
3. ACCEPTABLE USE. You agree that you shall use the Platform, Materials, and Data only in accordance with the terms of this Agreement and the Organization’s Agreements, in a manner consistent with applicable laws, all applicable professional and ethical standards and requirements, all applicable rules, policies, and procedures established by your Organization (including, without limitation, all policies and procedures addressing confidentiality, privacy, and/or security of individually identifiable or otherwise sensitive information), and otherwise in accordance with this Agreement and the rules, policies and procedures established by Health Share from time to time for use of the Platform, which are hereby incorporated herein. You agree not to access or use the Platform, Materials, or Data in an unlawful way or for an unlawful or illegitimate purpose, including without limitation in a manner or for a purpose that would violate any federal or state privacy or security laws or your Organization’s contractual obligations. You shall not use the Platform, Materials, or Data in any manner that could damage, disable or impair the Platform or Health Share’s systems or other platforms. You shall not, and shall not permit any other individual or other entity to: (a) remove, delete, alter, combine, or otherwise change any trademarks, proprietary rights or other symbols, notices, or marks on or relating to any copy of the materials, documents, or pages contained within, provided in connection with, or otherwise associated with the Platform, including the Reports (collectively, the “Materials”); (b) use the Platform, Materials, or Data in any manner or for any purpose that infringes, misappropriates or otherwise violates Health Share’s or any third party’s intellectual property right or other right, or that violates any applicable law; (c) modify, enhance, create derivative works of, combine with other programs, or otherwise change the Platform; (d) use the Platform, Materials, or Data for any purpose that is to the detriment of Health Share or any other third party who is an authorized user of the Platform or entity with permission to use the Platform; (e) attempt to modify or alter any Data in the Platform; (f) sublicense, sell, rent, lease, transfer, distribute, or otherwise make the Platform or any component thereof available to third parties other than as specifically permitted hereunder; or (g) use the Platform, Materials, or Data other than for the purposes contemplated under this Agreement and the Organization’s Agreements. You further agree to access and use the Platform only from within the United States.
4. ACCOUNT SECURITY AND PASSWORDS. Access to the Platform is enabled by multifactor authentication, which includes a username, a password and an additional authentication step. You understand your username and password are unique, and you agree to maintain your password in strict confidence. In no event shall you share your password with any third party or allow another person to access the Platform using your password. You shall immediately notify Health Share and your Organization if you have any reason to believe that your username and/or password has been lost, compromised, or misused in any way. You further acknowledge and agree that account provisioning is subject to all applicable requirements that Health Share may impose from time to time, including without limitation identification of a verifiable, Organization- specific business email address for a named account (i.e., specific to one named person) and the identification of a personal or direct office phone number (i.e. specific to one named person).
5. NON DISCLOSURE AND CONFIDENTIALITY. In using the Platform, you will have access to confidential information of Health Share, its suppliers and other Platform users (“Confidential Information”) that may include, but is not limited to, software, technology, logic, techniques, formats, tools, designs, concepts, methods, processes, ideas, technical materials and information, and related documentation, provider information, and certain Protected Health Information and/or aggregate, de-identified health information. You agree to strictly maintain and safeguard the privacy and security of all Confidential Information. Without limiting the foregoing, you agree to undertake all necessary measures to ensure the privacy and security of all Confidential Information, including without limitation: (i) to use the Platform and the Confidential Information only as needed to perform your responsibilities on behalf of your Organization; (ii) not to access, use, or disclose any Confidential Information that you do not have legitimate authorization and right to so access, use, or disclose; (iii) not to access the Platform or any Confidential Information for any other individual or any unauthorized third party; or (iv) to restrict physical and system access to the equipment that contains Confidential Information or that gives access to the Platform. You acknowledge and agree that all obligations relating to Confidential Information under this Agreement will continue after termination of this Agreement and termination of your access and use rights hereunder.
6. NOTIFICATION REQUIREMENTS. You shall immediately notify, and cooperate fully with Health Share in the event you discover or suspect: (a) any unauthorized or impermissible use of or access to the Platform; (b) any inappropriate use or disclosure of information contained in the Platform or obtained through use of the Platform; (c) the recognition or introduction of any virus, worms, trojan horses and other destructive items; or (d) any security incident. In the event that a security incident occurs, you shall immediately notify Health Share of the security incident and cooperate fully with Health Share to cure any security breach, prevent any future breaches, and mitigate the effects of any incident.
7. HEALTH SHARE INTELLECTUAL PROPERTY. All right, title, and interest in and to the Platform and the Materials (including any updates, modifications, improvements, and/or customized versions or other versions or derivative works thereof, shall at all times remain with Health Share and, if applicable, its licensors (collectively, the “Health Share Intellectual Property”). Health Share shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Platform and/or the Materials any suggestions, enhancement requests, recommendations, or other feedback provided by you. At no time shall you acquire or retain any title or ownership rights in or to, or appropriate for your own use, the Health Share Intellectual Property, except to the extent of any valid, current license granted to you hereunder. To the extent you obtain any rights in the Health Share Intellectual Property, you hereby assign all such rights to Health Share. Health Share reserves the right, in its sole discretion, to make any changes to the Platform and/or Materials that it deems appropriate for purposes of providing the Platform and/or Materials hereunder.
8. USER DATA. Health Share reserves complete and sole discretion with respect to operation and use of the Platform. Health share may collect, retain, and use records and other data and information relating to your access to and use of the Platform. You agree that Health Share may monitor and audit your access to and use of the Platform and may use such information for lawful business purposes, which may include but is not limited to, monitoring your activity for compliance with law and for quality assurance purposes.
9. COMPLIANCE WITH LAWS. You agree to use the Platform, Materials, and Data only as permitted by applicable federal, state, and local laws and in accordance with any applicable restrictions in your Organization’s Agreement(s) pursuant to which you are granted access to the Platform, Materials, and Data. You acknowledge that Health share may conduct such monitoring and auditing of the Platform and Data access and use as it deems appropriate in its sole discretion.
10. TERMINATION. You acknowledge that Health Share may suspend or terminate your access to the Platform at any time, for any reason or for no reason at all. Health Share has the right (but not the obligation) to refuse to provide access to the Platform to any person, agency, or
organization, or to prohibit any person, agency, or organization from using the Platform at any time, for any reason or for no reason at all, in Health Share’s sole discretion.
11. INDEMNIFICATION. Without limiting the generality or effect of other provisions of this Agreement, as a condition of use, you agree to indemnify, hold harmless, and defend Health Share and its licensors and their parents, subsidiaries, affiliates, suppliers and its and their officers, directors, affiliates, subcontractors, agents and employees (collectively, "Indemnified Parties" and each, individually, an "Indemnified Party") against all costs, expenses, liabilities and damages (including reasonable attorney's fees) incurred by any Indemnified Party in connection with any claims arising out of: (i) your use of the Platform, Materials, and/or Data in any manner not permitted under this Agreement and your Organization’s Agreement(s); (ii) your failure to comply with any applicable laws and regulations; and (iii) your breach of any of your obligations set forth in this Agreement or any other agreement related to your access to or use of the Platform, Materials, and/or Data. You shall not settle any such claim without the written consent of the applicable Indemnified Party.
12. NO WARRANTIES. HEALTH SHARE IS PROVIDING THE PLATFORM AND THE MATERIALS TO YOU “AS IS” AND “AS AVAILABLE”, WITH NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED. HEALTH SHARE HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, HEALTH SHARE DOES NOT WARRANT THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. HEALTH SHARE IS NOT RESPONSIBLE FOR DETERMINING YOUR USE OF THE PLATFORM, MATERIALS, REPORTS, OR DATA OR THE RESULTS OF ANY SUCH USE, OR FOR DETERMINING WHETHER SUCH USE IS PERMITTED BY LAW OR BY ANY APPLICABLE AGREEMENT.
13. LIMITATIONS OF LIABILITY. IN NO EVENT WILL HEALTH SHARE OR ANY OF ITS SERVICE PROVIDERS, SUPPLIERS, OR PLATFORM USERS (EXCLUDING YOU AND YOUR ORGANIZATION) BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, TO YOU OR TO ANY OTHER INDIVIDUAL OR ENTITY FOR ANY (a) COST OF REPLACEMENT GOODS OR SERVICES OR (b) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, REVENUE, BUSINESS, INCOME, DATA, OR GOOD WILL), IN EACH CASE REGARDLESS OF WHETHER ANY SUCH INDIVIDUAL OR ENTITY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF HEALTH SHARE OR ITS AFFILIATES (EXCLUDING YOU AND YOUR ORGANIZATION) UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FIVE HUNDRED DOLLARS ($500.00). THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14. ELECTRONIC CONTRACTING AND NOTICES. You agree that Health Share may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the services (collectively, "Notices"). Health Share may send you electronic Notices (a) to the e-mail address that you provided to Health Share during registration, or (b) by posting the Notice on the Platform. The delivery of any Notice from Health Share is effective when sent or posted by Health Share, regardless of whether you read the Notice when you receive it or when posted or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by canceling or discontinuing your use the Platform.
15. MISCELLANEOUS. This Agreement shall be governed by the laws of the State of Oregon without regard to it rules on conflicts or choice of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You hereby consent to the exclusive jurisdiction of the courts of the State of Oregon for the resolution of any dispute based upon or relating to this Agreement. This Agreement constitutes the sole agreement between you and Health Share relating to your use and Health Share’s provision of the Platform. Any of the terms of this Agreement which are determined to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this Agreement or affecting the validity or enforceability of the Agreement as a whole. Failure to insist on performance of any of the terms of this Agreement will not operate as a waiver of any subsequent default. No waiver by Health Share of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part and any attempted assignment in contravention of this provision shall be void. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties' respective successors and permitted assigns. Except as otherwise specifically provided herein, this Agreement may not be modified, supplemented, qualified, or interpreted, except in a writing signed by the parties hereto.
16. LINKS. The Platform may contain links to third-party web sites. Such third-party websites are owned and operated by the third parties and/or their licensors, and Health Share has no responsibility for or control over such websites. You acknowledge and agree that Health Share is not responsible or liable for the availability or accuracy of third-party websites, the security or regulatory compliance of such websites, or the content, advertising, or products on or available from such websites, and inclusion of any link or application on the Platform does not imply any affiliation, endorsement, or adoption by Health Share of the linked site or any information contained therein. It is your responsibility to take precautions to ensure any linked material you select is free of viruses and other harmful or destructive items. You agree that Health Share shall not be responsible for any loss or damage of any sort incurred as a result of any such links or as the result of the presence of such links on the Platform.
17. CURRENT PROCEDURAL TERMINOLOGY.
The following terms specifically apply to any and all uses of the American Medical Association’s (“AMA’s”) Current Procedural Terminology (“CPT”) Code information available to you through the Platform.
1. Purpose: To define the allowable uses of CPT Code information provided by the AMA in the Health Share My Plan analytics platforms. 2. Definitions a. Editorial Content: Content from the print publication Current Procedural Terminology, Fourth Edition (“CPT Book”) and the data file(s) of Current Procedural Terminology (“CPT®”) including CPT® Standard and Developer’s Toolkit, all as available from the AMA (American Medical Association) (individually and collectively called “CPT Data File”) published by the AMA in the English language as used in the United States (collectively, “CPT”), a coding work of nomenclature and codes for reporting of healthcare services.
b. Licensed Products: The Tableau-based applications and underlying data that comprise the Health Share My Plan business intelligence platform. 3. Agreement Terms for End Users a. Editorial content includes CPT codes, crosswalked definitions, and underlying datasets used to derive them. b. License to utilize editorial content is granted from the AMA. The license is nontransferable, nonexclusive, and for the sole purpose of internal use by the end user. c. End users are prohibited from publishing, distributing via the Internet or other public computer based information system, creating derivative works (including translating), transferring, selling, leasing, licensing or otherwise making available to any unauthorized party the Licensed Product. d. Updated Editorial Content in the Licensed Products is dependent on continuing contractual relationship between HSO and the AMA. e. End User must ensure that anyone with authorized access to the Licensed Products will comply with the provisions of the End User Agreement. f. CPT is copyrighted by the AMA and that CPT is a registered trademark of the AMA. g. This product includes CPT which is commercial technical data, which was developed exclusively at private expense by the American Medical Association, 330 North Wabash Avenue, Chicago, Illinois 60611. The American Medical Association does not agree to license CPT to the Federal Government based on the license in FAR 52.227-14 (Data Rights - General) and DFARS 252.227-7015 (Technical Data - Commercial Items) or any other license provision. The American Medical Association reserves all rights to approve any license with any Federal agency. h. End User may only make copies of the Licensed Product for back up or archival purposes. i. All notices of proprietary rights, including trademark and copyright notices, must appear on all permitted back up or archival copies made. i. Editorial Content as contained in the Licensed Products is provided “as is” without any liability to the AMA, including without limitation, no liability for consequential or special damages, or lost profits for sequence, accuracy, or completeness of data, or that it will meet the End User’s requirements. Additionally, AMA’s sole responsibility is to make available to Health Share replacement copies of the Editorial Content if the data is not intact. AMA disclaims any liability for any consequences due to use, misuse, or interpretation of information contained or not contained in Editorial Content. j. The End User Agreement will terminate in the event of default. k. In the event a provision is determined to violate any law or is unenforceable the remainder of the End User Agreement will remain in full force and effect.