In consideration of your use and access to the Portal, you acknowledge and agree that you have read and understand this Agreement and agree to be bound by the following terms and conditions:
1. HSS reserves all intellectual property rights in and to the Portal and any derivative works thereof. You acknowledge that the Portal is commercially valuable to HSS and any information related to the same is to be treated as confidential, proprietary and containing trade secrets. We hereby grant you a limited, terminable, non-exclusive, nontransferable license to access and use the Portal solely for use in connection with the limited purpose of accessing the Portal in the manner agreed upon with HSS. You shall not attempt to copy, reproduce, or distribute any material from the Portal; work around any technical limitations of the Portal; decompile or reverse engineer the Portal; alter, modify, or create derivative works of the Portal; or grant access to or commercialize the Portal. You acknowledge that HSS has the right to modify the Portal at any time.
2. You agree to be bound by the terms and conditions contained in our Business Associate Agreement found at info.hhaexchange.com/Legal_Business_Associate_Agreement. Without limiting the foregoing, you specifically acknowledge and agree that certain information not deemed “Customer Data” and that may be unrelated to your use of the Portal, including all information provided by clearinghouses, may be shared with HSS and that all such data will be subject to each party’s obligations contained in the Business Associate Agreement.
3. HSS does not own any of the data, information, or material that you submit or enter into the Portal (“Customer Data”). You hereby grant to HSS a non-exclusive, royalty-free license to host, store, and use Customer Data only as necessary for us to provide you the Portal. You agree that all Customer Data is provided in accordance with all applicable laws, regulations, and industry rules and procedures. You agree that Customer Data will be accurate and complete, and that you, and not HSS, shall have the liability or responsibility for any circumstances arising from erroneous or incomplete information provided by you.
4. You hereby grant to HSS the right to act as a submitter for you and that HSS may both submit and receive claims and remittances to and from payers and claim clearinghouses on your behalf.
5. It is your sole responsibility to keep your user name, password, and other sensitive information necessary to access the Portal confidential. If you become aware of any unauthorized use of your account or any other breach of security, you shall notify us immediately.
6. Each party may disclose non-public information, including, but not limited to, technical, marketing, financial, personnel, medical records, and other proprietary information, including Customer Data and other information unrelated to your use of the Portal (“Confidential Information”). Each party agrees that any Confidential Information received will be the sole and exclusive property of the other party and may not be used or disclosed except as may be necessary to perform the obligations required under this Agreement. Confidential Information shall only be disclosed (a) to receiving party’s employees, agents and consultants to the extent that such persons have a specific need to know the Confidential Information for the purposes contemplated herein and have agreed to abide by confidentiality restrictions comparable to receiving party’s obligations hereunder or (b) pursuant to the lawful requirement or request of a governmental authority, or as required by applicable law (provided that the party making the disclosure has given notice to the other party and has made a reasonable attempt to obtain a protective order limiting disclosure and use of the information so disclosed). The receiving party shall promptly advise the disclosing party in writing if it learns of any unauthorized use or disclosure of Confidential Information by any of its employees or former employees.
7. HSS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE COMPLIANCE, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PORTAL. HSS DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE PORTAL WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE; (B) THE PORTAL WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (C) THE PORTAL WILL MEET THE CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (D) ERRORS OR DEFECTS WILL BE CORRECTED; (E) THE PORTAL OR SERVER(S) THAT MAKE THE PORTAL AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (F) THE PORTAL IS IN COMPLIANCE WITH MEDICARE/MEDICAID LAWS AND ANY OTHER FEDERAL, STATE AND LOCAL LAWS, RULES OR ORDINANCES RELATING TO THE MEDICAL INSURANCE BILLING REQUIREMENTS OR OTHERWISE WITHIN THE SCOPE OF THIS AGREEMENT. THE PORTAL IS PROVIDED TO CUSTOMER STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. HSS SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRUPTION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER DATA.
8. You agree to indemnify, defend, and hold HSS and its respective affiliates, distributors, resellers, licensors, customers, members, managers, employees, agents, representatives, successors and permitted assigns, harmless from and against any and all liability, claim, loss, damage, or expense, including, but not limited to, reasonable attorneys’ fees, with respect to any claim by any third party arising from (i) your use of or access to the Portal or (ii) the information contained in your Customer Data. HSS shall not be liable to you for any indirect, punitive, special, exemplary, incidental, or consequential damages (including loss of data, lack of compliance, revenue, profits, use, or other economic advantage) in any way connected with the Portal or this Agreement, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY OF THE LIMITED REMEDIES OF THIS AGREEMENT FAIL TO FULFILL ITS ESSENTIAL PURPOSE.
9. Neither party shall be liable for damages hereunder for a delay or failure in its performance of any obligation under this Agreement as a result of causes beyond its reasonable control, including acts of God, fire, riots, acts of war, terrorism, labor disputes, lockouts, embargoes, insurrection, riots, inability to obtain materials or labor due to governmental acts, rules, regulations or directives, utility or communication interruptions, transportation delays, power failure, computer failure, breakdown of machinery, accidents, fires, floods or other natural disasters (each a “Force Majeure Event”). Upon the giving of prompt written notice to the other party of a Force Majeure Event, the time of performance by the party so affected shall be extended to the extent and for the period that its performance of said obligations is prevented by such cause.
10. If at any time you do not agree to the terms of this Agreement, you must immediately cease your use of the Portal. If you violate this Agreement, we reserve the right to stop providing you with access to the Portal. You acknowledge that we are not required to notify you of such action. We reserve the right to terminate your access to the Portal for any reason or no reason, including your continuous non-use of the Portal for an extended period of time. Upon termination for any reason, you will immediately cease all use of and access to the Portal and will refrain from any future use of the same.
11. Neither party may assign this Agreement or any of the rights or obligations. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement. The failure of either party to assert any of its rights under this Agreement will not be deemed to constitute a waiver by that party of its right thereafter to enforce each and every provision of this Agreement in accordance with their terms. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between HSS and Customer. Neither party has the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.
CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. BY CHECKING THE BOX, CUSTOMER IS AGREEING TO THE TERMS AND CONDITIONS SET FORTH ABOVE. IF CUSTOMER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, CUSTOMER SHALL NOT CHECK THE BOX.