SYSTEM USER AGREEMENT
PLEASE READ THIS SYSTEM USER AGREEMENT (THE “AGREEMENT”) CAREFULLY! BY CLICKING “ACCEPTED AND AGREED,” OR CONTINUING TO ACCESS AND USE THE “SYSTEM,” AN “APPLICATION” OR THE “CONTENT” AS THOSE ARE DEFINED BELOW, YOU AGREE TO THIS AGREEMENT WITHOUT RESTRICTION. THE AGREEMENT GOVERNS YOUR USE OF, AND ACCESS TO, THE SYSTEM, APPLICATIONS AND CONTENT. IT IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND ADVANTUM HEALTH AND ANY AND ALL OF ITS AFFILIATES, SPECIFICALLY INCLUDING MEDADVANTAGE, LLC (“ADVANTUM HEALTH” OR “LICENSOR”). IF YOU DO NOT WISH TO ACCEPT THESE TERMS, DO NOT USE OR ACCESS THE ADVANTUM HEALTH SYSTEM, APPLICATIONS OR CONTENT, AS DEFINED BELOW.
IMPORTANT TERMS IN THIS AGREEMENT.
As used in this Agreement:
“Applicable laws” means those laws as defined in Section 6(A).
“Application” means any proprietary Licensor electronic technology application made available by Licensor or any affiliate of Licensor, specifically including Medadvantage, LLC, to facilitate delivery and performance of Services to a Licensor Customer for which You are a User. Depending upon the Services to be delivered or made available to the applicable Licensor Customer, “Application” may include DNAHDasbhBoard, DNAHPeds, DNAH PEETERS, DNAH CCUBE, DNAH MEMENTO, Knowtifi, Denial Analytics Software, Member Tracker, or any other proprietary electronic technology system made available to facilitate delivery and performance of Services by Licensor or any affiliate of Licensor.
“Content” means all text, images, information, user instructions, data, and other content included by Licensor in the System, including any Application, and on any Site.
“License” means the limited right to use the System and view the Contents as defined in Section 2 below.
“Licensor” means iHealth Solutions, LLC, the company that directly or indirectly (as through an affiliate or subsidiary) owns and operates the System and Applications and provides the Content.
“Licensor Customer” means any entity, person or organization, such as (but not limited to) a health plan, health provider group, health care practitioner or government agency with which Licensor or a Licensor affiliate (specifically including Medadvantage, LLC) has entered into an arrangement for, or related to, provision of any of the Services; and for which You are an owner, employee, permitted sub-contractor or authorized agent.
“Licensor Agreement” means the contract, if any, between Licensor Customer and Licensor, or any affiliate of Licensor (including, but not limited to, Medadvantage, LLC), that describes the Services and other terms and conditions applicable to the arrangement between those parties.
“PHI” means an individual’s protected health information as defined in Section 6(B), below.
“Services” means performance of services by Licensor or any Licensor affiliate as described in an applicable Licensor Agreement. Such services may include revenue cycle management and support, provider credentialing and enrollment, and other service for which access to the System is provided.
The “Site” means Licensor’s internet accessible portal, or websites at https://advantumdev.wpengine.com or https://med-advantage.com, or any successor or alternative to any of them, that is made available by Licensor or any of its affiliates, and through which Users, such as You, may access and use the System, Applications and Content.
“System” means the Applications, Content and related online software, portals, electronic system elements, features and communications infrastructure made available by Licensor or its affiliates to enable Users to access and use the Applications and Content; and all modifications, enhancements, upgrades, updates and successors thereto.
“User” means any individual who accesses or uses the System, an Application or the Content. You are a User; anyone who uses the System, Application or Content on your behalf may also be a User.
“User Data” means any and all information entered by or for You into or through the System.
“You” or “Licensee” means the individual who accesses or uses the System or Contents.
YOUR PERMITTED USE OF THE SYSTEM AND SERVICES.
A. Your Permitted Use. Subject to the terms and conditions of this Agreement, Licensor hereby grants to You a non-transferable, limited, personal, revocable and non-exclusive license (“License”) to access and use the System and view the Contents from locations within the United States in order to access, utilize and fulfill delivery of the Services as provided or expressly made available to the Licensor Customer.
The License granted herein is subject to and in accordance with this Agreement, any applicable Licensor Agreement and such communications media, access controls, and security mechanisms as may be established by Licensor from time to time during the term of this Agreement for access to and use of the System, Applications and the Contents. You have no right to sub-license or otherwise assign or transfer any of the rights granted hereunder.
B. Registration and User Account. In order to use or access the System, an Application or the Content, You must establish an account with Licensor with a unique login name and password. In establishing Your account, You represent and warrant that: (a) all registration information You submit is truthful and accurate; and (b) You will maintain the accuracy of such information. We may suspend or terminate access to Your account and the System and Services in accordance with the Termination provision below. You are responsible for maintaining the confidentiality of Your account information (including Your unique login and password), controlling access to Your account information, and for all activities that occur under Your User account. Do not share your username and password with other individuals without Licensor’s written approval as this will violate the terms of this Agreement! You agree to immediately notify Licensor of any unauthorized use, or suspected unauthorized use, of Your User account. Licensor shall 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 this Agreement.
INTELLECTUAL PROPERTY RIGHTS.
You acknowledge that Licensor is the owner of all right, title and interest in and to the System, Applications and Content, including, without limitation, all modifications, updates and other derivative works thereof and all copyright and other intellectual property rights related thereto. Except for the limited rights expressly set forth in this Agreement, You hereby agree that You shall not at any time dispute, challenge, or contest, directly or indirectly, Licensor’s right, title and interest in and to the System, Applications or Content, or assist or aid others to do so, including any other User.
Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of, or created from, any part of the System, Applications, Content or Site shall be owned exclusively by Licensor, and/or, as applicable, Licensor’s service providers, as shall any and all patent rights, copyrights, trade secret rights, trademark rights, and all other proprietary rights, worldwide, therein and thereto. Licensor’s exclusive ownership right applies to any suggestion, idea, enhancement request, feedback, recommendation or other information provided by You or any other person relating to the System, Applications, Services or Site, and You hereby assign to Licensor any and all of Your rights, title or interests in and to the foregoing.
Except for the permission granted hereunder, all rights and interests in and to the System, Applications, Content and Site are expressly reserved by Licensor, and You will not take, or authorize or permit any other person to take, any action that will interfere with or diminish any right, title or interest of Licensor in the System, Applications, Content and Site.
LIMITATIONS ON YOUR USE.
You may use the System, including the Applications, and view the Content solely in order to access, utilize and fulfill delivery of the Services for the Licensor Customer.
You agree to the following restrictions on Your use of the System and Content: (a) You shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the System or Content; (b) You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part or element of the System or Content; (c) You shall not access or use the System or Content in order to build a similar or competitive system, service, site or application; (d) except as expressly stated herein, You shall not copy, reproduce, distribute, republish, download, display, post or transmit any part of the System or Content in any form or by any means; and (e) You shall not remove, authorize or permit any third party to remove any proprietary rights legend from the System or any other part of the System.
You further agree not to use any System function, or to assist or permit any other person to use any System function, to: (a) upload, transmit, or distribute any computer virus, worm, or software intended to damage or alter a computer application or data or to strip, scrape, or mine data from the System; (b) send advertising, promotional materials, junk mail, spam, or any form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other Users; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the System, or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the System or Content; (f) harass or interfere with another User’s use of the Services; (g) do any act that would be illegal, give rise to liability or otherwise violate any applicable law or this Agreement; (h) upload or transmit any communication or content of any type that infringes or violates any right of any person; or (i) post or transmit material that is or could be unlawful, obscene, defamatory, threatening, harassing, abusive, slanderous, false, misleading, hateful or embarrassing to any other person.
Licensor is free to use any information submitted to or through the System in violation of the above for any legally permissible purpose and in any manner whatsoever. Licensor will fully cooperate with any law enforcement authority or court order related to use of the Services.
Upon Licensor’s request, You shall provide Licensor with examples of each use you have made of the Content. You agree to immediately cease any such use on receipt of notice from Licensor that such use is in violation of this Agreement. Licensor reserves the right to conduct an audit with 10 days’ prior notice to verify compliance with this section and to identify opportunities for improvements.
YOUR SYSTEM INPUTS.
You will input into the System only the User Data and such other information as is reasonably required to access, utilize and fulfill delivery of the Services for the Licensor Customer.
You are solely and completely responsible for the accuracy, completeness, reliability, quality and timeliness of all information that You input into the System or into third party applications using the System, or that You provide to Licensor or its designees or contractors, to be input into, or otherwise used in conjunction with, the System; including all User Data. In addition, You agree that You will not, and will not authorize or permit others to, input, import, export or transmit to or through the System, any data that: (i) constitutes or encourages the commission of a criminal offense, gives rise to civil liability or violates any local, state, federal or international law, statute, ordinance or regulation; (ii) infringes on any Licensor or non-party copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (iv) is obscene or pornographic, sexually explicit or contains child pornography; (v) violates any law regarding confidentiality of patient-related information; (iv) constitutes unfair competition or false advertising; (vii) interferes with, disrupts or otherwise disturbs the colloquy, dialogue, conversations or communications of other users; or (viii) contains any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
A. General Duty of Compliance. You will at all times use the System and the Contents, and perform Your obligations under this Agreement, in compliance with all federal, state and local laws and regulations applicable to provision of health care services and payment for such services, including in particular, but without limitation, laws relating to confidentiality of patient-related information, and laws governing medical services or supplies (collectively “Applicable Laws”).
B. HIPAA; Privacy and Security of PHI. Without limiting the foregoing, You agree to assume sole and complete responsibility for ensuring that Your use of the System and the Contents are at all times during the term of this Agreement in compliance with the security and privacy requirements of the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), to the extent that You may have access to “PHI” as defined below.
HIPAA is an important federal law that affects how healthcare organizations handle confidential health information. The privacy provisions of HIPAA, and regulations promulgated thereunder (45 C.F.R. Part 160 and Subparts A and E of Part 164) regulate the fundamental principle of protecting patient confidentiality and privacy. The purpose of the HIPAA privacy provision is to define and limit the circumstances in which an individual’s protected health information (PHI) may be used or disclosed. HIPAA and its regulations specify that when PHI must be disclosed for healthcare operations, disclosure of PHI is limited to the “minimum necessary” standard – the minimum or least amount of information is disclosed that is necessary for the situation. PHI, whether oral, electronic or paper, must be protected at all times. HIPAA and related regulations (45 C.F.R. Part 160 and Subparts A and C of Part 164) also includes provisions that address information security, requiring procedures are in place to ensure PHI is “secure” from unauthorized use/access, inappropriate destruction, etc.
All users of this System, including You, must comply with HIPAA. Therefore, You shall not access, distribute, discuss or read PHI, except in those situations where the information needs to be accessed, distributed, discussed or read in order to successfully complete a relevant job duty. In these situations, the information will be read and discussed discreetly and not shared in any way with others not needing the information. Any information that is printed containing PHI must be shredded thoroughly or secured in a safe, discrete location when done.
You must also use commercially reasonable efforts to maintain the security of any PHI and prevent unauthorized use and/or disclosure of such PHI.
AGREEMENT REVISIONS AT ANY TIME
Licensor reserves the right to update or modify this Agreement at any time without prior notice. Updated versions of this Agreement will appear in the System. Continued use of any updated version of the System or the Contents after any such changes constitutes Your agreement to be bound by such changes. For this reason, we encourage You to review this Agreement each time You use the System or Content.
TERM AND TERMINATION.
ANY UNAUTHORIZED USE OF THE SYSTEM OR CONTENT TERMINATES THE LICENSE GRANTED HEREUNDER WITHOUT THE NEED FOR FURTHER ACTION. Licensor also reserves the right at any time to terminate this Agreement or to discontinue, temporarily or permanently, your access to the System, or any portion thereof, with or without notice. You agree that Licensor will not be liable to You for any modification, suspension or discontinuance of the System or Content or any portion thereof.
Upon termination, You will cease and desist from any use of or access to the System and Content, and will assure that no other person within Your employment or control uses or accesses the System or the Content.
All provisions regarding indemnification, warranty disclaimers, limitation of liability, governing law and proprietary rights shall survive this Agreement’s termination for any reason.
LINKS TO OTHER WEBSITES
The System, including the Site, may contain links to other websites, services, and advertisements, such as those of health providers, health plans, credentialing verification services or other entities (each, a “Third Party Site”). Such Third Party Sites are not under Licensor’s control and Licensor is not responsible for the content of any such Third Party Site. When You link to a Third Party Site, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.
DISCLAIMER OF WARRANTIES.
A. YOU ACKNOWLEDGE THAT THE SYSTEM AND CONTENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT, AND WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARISING IN CONNECTION WITH THE SYSTEM, CONTENT, AGREEMENT, OR IMPLEMENTATION OF ANY OF THEM, OR ARISING OUT OF A RELATED COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR UNINTERRUPTED OR ERROR-FREE USE OR OPERATION OF THE SYSTEM OR THE CONTENTS. LICENSOR DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, CORRECTNESS, TIMELINESS OR USEFULNESS OF ANY INFORMATION (INCLUDING CONTENT), PRODUCT, SERVICE OR OTHER MATERIAL PROVIDED THROUGH USE OF THE SYSTEM OR ON THE INTERNET GENERALLY.
B. International Users and Non-US Residents. The System and Content are administered by Licensor from the United States. They are designed to comply with United States laws and regulations and are intended for use by United States residents only. You will access the System only when working within the boundaries of United States of America. Any overseas/off-shore access is strictly prohibited unless approved by Licensor in writing. If You access the System, Content or any related functionality from outside the United States or as a Non-US Resident, You do so at Your own risk and are responsible for compliance with the laws of such other jurisdiction.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES (INCLUDING DAMAGES DERIVED FROM THE LOSS OF EARNINGS, PROFITS OR GOODWILL OR FROM INCREASED EXPENSES OR COSTS, FORESEEABLE OR UNFORESEEABLE), THAT MAY BE INCURRED OR SUFFERED BY YOU OR ANY OTHER PERSON, WHETHER UNDER THE LAWS OF CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, AS A RESULT OF THE USE OR INABILITY TO USE OR ACCESS THE SYSTEM OR THE CONTENTS. THE LIMITATIONS CONTAINED IN THIS SECTION APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY).
COPYRIGHT AND TRADEMARK INFRINGEMENT AND NOTICES.
All Contents are: Copyright by iHealth Solutions, LLC, all rights reserved. You shall not remove any copyright, trademark or other notices or legends contained on the Content or in the System, and all copies of the Content must contain, at a minimum, the following notices: “© iHealth Solutions, LLC, All Rights Reserved” or such other notice as specified by Licensor.
Any rights not expressly granted herein are reserved.
Except for a claim of breach of User’s obligations as described in sections 3, 4 and 5 above, any dispute between You and Licensor in relation to this Agreement shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitration shall be administered by JAMS, shall take place before a sole arbitrator and conducted in the state of Kentucky. Judgment upon the arbitral award may be entered by any court having jurisdiction. Notwithstanding anything contained herein to the contrary, each party agrees that any breach with respect to sections 3, 4 and 5 is likely to cause Licensor immediate and irreparable harm. Each party, therefore, agrees that, in the event of any such breach or threatened breach, Licensor shall be entitled to injunctive relief in a court of law or equity without the necessity of bond, in addition to all other remedies available to Licensor for such breach.
GOVERNING LAW AND JURY TRIAL WAIVER
Any claim relating to use of the System and Content is governed by the laws of the State of Kentucky. By using this Site, You consent to personal jurisdiction in the federal and state courts located in the State of Kentucky, for any action arising out of or relating to this Agreement or Your use of the System or Content that is not subject to arbitration as per above. EACH PARTY UNCONDITIONALLY WAIVES THE RIGHT TO A JURY TRIAL OF ANY DISPUTE. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court or other tribunal.
You agree not to assign any of Your rights or delegate any of Your duties under this Agreement, in whole or in part, by operation of law or otherwise, except with the prior written consent of Licensor.
INDEPENDENT CONTRACTOR RELATIONSHIP.
Each party to this Agreement is acting as an independent contractor in relation to the other, and nothing in this Agreement shall create or be construed to create any partnership, joint venture, agency, franchise, sales representative, fiduciary or employment relationship between the parties.
In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
If any provision of this Agreement is invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision matching the intent of the original provision as closely as permitted by law.
No waiver of any right or provision of this Agreement shall be effective unless in writing and dated and signed by the party to be charged with waiver. The failure to exercise or enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision.