In order to accessinformation maintained by OPN Healthcare Inc("NSA")
on the NSAinformation systems, including theARC™
Platform(the "System"), you must agree to comply with the terms of
this System Access Agreement (the "Agreement"). By signing this Agreement,
and by accessing the System, you are agreeing to comply with the terms of this
Agreement. If you do not agree to comply with the terms of this Agreement,
then you are not authorized to access the System, and must not access or
otherwise use the System, or authorize or permit any others to do
so.Accordingly, you agree as follows:
1. NSAARC™ Platform. The NSAARC™Platformis an online system that facilitates
communications among medical providers, reviewers, insurance plans, members and
others who participate in the NSAARC™ network.
2. Conditions to Eligibility. In order to
be eligible to access the System you must remain in strict compliance with all
conditions to eligibility that are required by NSA from time to time, which
include but are not limited to, all of the following: (i) if you are a
provider, you must be licensed in good standing under applicable state laws as a
provider of medical care; (ii) you must not be in breach of your obligations as
a provider of medical care under any agreement with any third party payor,
including any governmental health care program, health plan, managed care or
accountable care organization; (iii) you must not be in breach of your
obligations under federal and state laws to maintain the security and privacy of
patient information; (iv) you must not be suspended, excluded from participation
in, or sanctioned under, any federal or state health care program (including but
not limited to, Medicare and Medicaid); (v) you must not have been convicted of
violating and must not be in violation of,any criminal law relating to the
delivery of any medical care and services, or related to the neglect or abuse of
patients; (vi) you must not be the subject of or threatened with an
investigation by any federal or state governmental authority for a violation of
any law relating to medical care and services; (vii) all information that you
provide to NSA must be complete, accurate and not misleading; (viii) you must
not exceed the scope of the permission granted by NSA; and (ix) you must not be
in violation of the requirements of this Agreement, or any other agreement you
may have with NSA. NSAreserves the right to determine if you meet the
foregoing conditions, and to take, or require you to take, whatever actionsNSA
determines to be appropriate under the circumstances, including but not limited,
the denial or revocation of permission to access the System. You agree to notify
NSA immediately if you are not in strict compliance with each of the foregoing
conditions.
3. Means and Scope of Access. At all
times, NSAreserves the right in its sole discretion to determine, change,
suspend, remove and restrict the means and scope of access to the System,
including but not limited to, requiring the use of or changing user names and
passwords, limiting the duration of access, and restricting the scope of access
to specific or limited portions of the System, in each case without notice or
liability to you or any others. You may not lend, rent, lease, sublicense,
assign or transfer your permission to access the System, in whole or in part.
You agree not to access or use, or to authorize or permit others to access or
use, the System, except as expressly authorized by this Agreement.
4. Security of Access. You are solely
responsible for the security of the user name and password assigned to you; NSA
will NEVER ask you for your user name or password. You agree at
all times: (i) to hold in trust and confidence for the benefit of NSA, all user
names, passwords, logins, keys, and any other device or information provided to
you to enable your access to and use of the System; (ii) not to authorize or
permit any other person to access, know, or use your user name, password, or any
other device or information that enables you to access the System; (iii) not to
access the System on behalf of any others who are not authorized to access the
System; and (iv) to immediately report to NSA any theft, loss, misuse,
compromise, or other incident relating to the security of the System.
5. Termination of Access. Your
permission to access the System is effective until terminated by you or NSA. NSA
may revoke your permission to access the System at any time with or without
cause, and with or without giving notice to you. Upon the termination of access,
you shall cease all access to and use of the System, and shall delete all copies
of user names, passwords, keys and all other devices that enable you to access
or use the System, including but not limited to, all cookies and caches
containing information obtained from or relating to your access to and use of
the System.Notwithstanding termination of the License, your obligations to
maintain the confidentiality of System information will continue indefinitely.
6. Security and Privacy of Patient Information.
You agree at all times to comply with all federal and state laws governing the
security and privacy of patient information, including but not limited to, all
requirements of the Administrative Simplification provisions of the Health
Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health
Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH
Act”), and such regulations as may be lawfully promulgated thereunder by the
Department of Health and Human Services (“HHS”) that relate to the security and
privacy of individually identifiable health information, including but not
limited to, the Security Standards for Protection of Electronic Protected Health
Information at 45 CFR part 164, subpart C (the “Security Regulations”), and the
Standards for Privacy of Individually Identifiable Health Information at 45 CFR
part 160 and part 164, subparts A and E (the “Privacy Regulations”), as such
laws and regulations may be amended or replaced from time to time.
7. Use of System Information. You agree
at all times during the term of this Agreement, not to access or use, or to
authorize or permit others to access or use, any patient information or any
other information accessed from the System, except as expressly authorized by
this Agreement and solely for purposes of communicating with medical providers,
insurance plans, members and others who participate in the NSAARC™ platform
regarding the medical care and treatment of members.
8. Prohibited Uses. You further agree
that you will not, and will not authorize or permit others to, input, import,
export or transmit to the System, any information 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) violates any rights of publicity or privacy; (iii) infringes
on any copyright, patent, trademark, trade secret or other proprietary rights of
NSA or any other person; (iv) is defamatory, trade libelous, unlawfully
threatening or unlawfully harassing; (v) is obscene or pornographic, sexually
explicit or contains child pornography; (vi) violates any laws regarding
unauthorized computer access or confidentiality of information; (vii)
constitutes unfair competition or false advertising; (viii) interferes with,
disrupts or otherwise disturbs the colloquy, dialogue, conversations or
communications of other users; or (ix) contains any viruses, Trojan horses,
worms, time bombs, cancelbots or other computer programming routines that are
intended to damage, detrimentally interfere with, burden System capacity, or
surreptitiously intercept or expropriate any System, data or personal
information.
9. Your Personal Information. You agree
at all times during the term of this Agreement, to assume sole and complete
responsibility for the accuracy, completeness, reliability, quality and
timeliness of any and all information that is input by you into the System, or
is provided by you to NSA or to others to be included in the System, and for
promptly reporting to NSA any and all errors, omissions and updates to the
foregoing (the foregoing information is collectively referred to as the
“Personal Information”). You acknowledge and agree (i) that you have read
and understood the Privacy Statement posted on the NSA web site; (ii) that
personally identifyinginformation transmitted through the System may be used and
disclosed to others as required or permitted by federal and state laws; (iii)
that NSAmay be required to disclose personally identifiable information when
compelled by a subpoena, court order, or other legal process; and (iv) that
other System users with appropriate authorization may have access to personally
identifying information that you and others transmit through the System.
You further acknowledge and agree thatNSAmay use and disclose Personal
Information as long as such uses and disclosures do not violate applicable laws
governing privacy or security of personal information, and that NSAmay collect,
compile, aggregate, de-identify, maintain, analyze, and otherwise use aggregate
Personal Information, including but not limited to, technical information about
your computer, system and application software and peripherals, in order to
verify compliance with this Agreement and to facilitate the development and
provision by NSAof the System and its services to providers, payors and
patients.
10. Compliancewith Applicable Laws. You
agree at all times to access and use the System, and to perform your obligations
under this Agreement, in strict compliance with all federal, state and local
laws and regulations applicable to the System or the provision of health care
services or payment for such services, including but not limited to, laws
prohibiting unauthorized access to the System and laws governing billing and
collecting payments from users and arrangements between providers and sources of
referrals of patients, medical services or supplies.
11. NSA Proprietary Rights. Except solely
for the permission granted hereunder, all rights and interests in and to the
System, including but not limited to, web site architecture, graphics and design
elements, are expressly reserved by NSA, and you agree not to take, or to
authorize or permit others to take, any action that will violate the
requirements of this Agreement or otherwise misappropriate, interfere with or
infringe upon any rights, title or interests of NSA in the System.You further
agree not to, and not to authorize or permit others to, copy, modify, adapt,
sell, license, create derivative works from, or otherwise transfer all or any
part of the System or any information therein, including but not limited to, any
forms, formats, displays, menus, directories,logic, protocols, reports, or third
party forms or descriptive codes. You further agree that you will not, and
will not authorize or permit others to, reverse engineer, reverse assemble,
reverse compile, decompile, disassemble, or otherwise translate all or any part
of the System, nor will you use or authorize or permit others to use any
mechanical, electronic or other methods to trace, decompile, disassemble or
identify the source code or data model of the System or any part thereof.
12. Third Party Systems and Services.
You acknowledge and agree that the System may include software and information,
or links to web sites, software and information provided by third parties, and
that NSAis not responsible forexamining, evaluating or assuring the
functionality, availability or content of any such third-party systems, web
sites or information. NSAdoes not warrant or endorse and does not assume and
will not have any liability or responsibility for, any third-party systems, web
sites, or information, or for any other materials, products, or services of
third parties. Links to other systems, web sites and information are provided
solely as a convenience to you. You agree that you will not use any third-party
materials in a manner that would infringe or violate the rights of any other
party, and that NSAis not in any way responsible for any such use by you.
13. DISCLAIMER OF WARRANTIES.YOU ACKNOWLEDGE
THAT THE SYSTEM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NSA ARC™
EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING IN CONNECTION
WITH THIS AGREEMENT, OR ITS IMPLEMENTATION, OR ARISING OUT OF A COURSE OF
PERFORMANCE, DEALING, OR TRADE USAGE, INCLUDING BUT NOT LIMITED TO, WARRANTIES
OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
UNINTERRUPTED OR ERROR-FREE USE OR OPERATION OF THE SYSTEM.
Without limiting the foregoing, NSA makes no express or implied
representation or warranty regarding: (i) availability of the System; (ii)
the ability of the System to transmit data; (iii) the integrity of data
transmissions; (iv) the ability of the System to interface with any other
software, products or services; (v) the completeness, accuracy, quality,
suitability or availability of all or any part of the Personal Information, or
any other information or data that is furnished to NSA or otherwise input,
imported, exported, transmitted or exchanged in connection with the System, its
operation, or the use thereof by you or any other user; (vi) the ability of the
System to prevent unauthorized access to or use of any Personal Information or
any other information or data that is furnished to NSA or otherwise input,
imported, exported, transmitted or exchanged in connection with the System, its
operation, or the use thereof by you or any other user; (vii) the compliance of
any use of the System by you or any other user, with any applicable federal,
state or local laws or regulations, including, but not limited to, HIPAA and any
other federal and state laws relating to confidentiality of medical information;
or (viii) the ability of you or any other user to obtain any specific benefit
from any use of the System, including but not limited to, the ability to obtain
authorization for medical care and services, or to collect accounts receivable
or payments for any products or services provided by you.
14. LIMITED REMEDIES. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, IN NO EVENT SHALL NSA ARC™ 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, STATUTORY LIABILITY, TORT OR OTHERWISE, AS A RESULT OF THE USE OR
INABILITY TO USE THE SYSTEM. THE LIMITATIONS CONTAINED IN THIS SECTION
APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, WHETHER BASED IN CONTRACT,
STATUTE, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY (INCLUDING STRICT
LIABILITY).
15. Practice of Medicine. You
understand that NSAmay furnish medical and health information and resources for
the convenience of System users, including information about different
medications, treatments, products, medical facilities and medical practitioners.
You acknowledge and agree that by making such information and resources
available to you, NSA is not undertaking to diagnose, treat or render medical
advice to you, and is not otherwise engaging in the practice of medicine or any
other health care profession, or creating a physician/patient or other
professional relationship. The information users obtain from the System or
the NSA web site is for reference purposes only and should not be used as a
substitute for a clinical relationship with a licensed health care practitioner.
NSA does not warrant and assumes no responsibility for the reliability,
accuracy, completeness, quality or timeliness of any of the information in the
System or the NSA web site that is furnished by anyfacility, practitioner, payer
or patient. The information you obtain from NSA or the NSA web site is not
intended to recommend or encourage the performance of a procedure, or otherwise
to influence your freedom of choice in the selection of a medical facility or
practitioner.
16. Endorsements. You acknowledge
and agree that NSA does not make any endorsements, referrals, representations or
warranties about any of the products, treatments, goods or services referenced
in its informational or educational materials, or about any of the practitioners
or facilities identified on its provider or institution lists, and that NSA does
not credential medical or health care facilities or practitioners or otherwise
verify the information furnished to NSAby medical facilities or practitioners.
17. Links. The System may contain
links to other web sites. NSA offers these links as a courtesy and
convenience to you. Other sites may gather cookies or otherwise collect
personal information about you, and NSA is not responsible for the privacy
practices, the data collection policies, orthe content or the accuracy of
information contained on any other web sites, nor is NSAendorsing any
information, materials, products, services or opinions contained on any other
web sites. Under no circumstances shall NSA be considered a party to any
transactions you enter into with other web sites.
18. Advertisers. The System may
contain advertisements created by third parties. NSA is not responsible
for the content or accuracy of these advertisements, nor is it responsible for
the privacy practices and data collection policies of its advertisers.
Unless NSAexpressly states otherwise, NSA does not endorse, sponsor or make any
other representation about any of the products or services advertised on the
Site.
19. General Terms of Agreement.
This Agreement constitutes the entire agreement between the parties with respect
to access and use of the System as provided hereunder, and supersedes all prior
or contemporaneous understandings regarding such subject matter, except for such
policies and terms of use posted by NSA on its web site and to which you agree
by using the NSA web site. No amendment to or modification of this Agreement
will be binding unless made in writing and signed by NSA. This Agreement will be
governed by and construed in accordance with the laws of the State of
California. 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. Each party to this Agreement is an independent contractor, 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.No waiver of any requirement of
this Agreement will be effective unless made in writing and signed by an
authorized representative of NSA. The waiver by NSAof any failure to
comply with this Agreement will not operate or be interpreted as a waiver of any
other or subsequent failure to comply. No rights are granted herein by
implication.
20. Minors and System Access.
Except in special circumstances that may be required or permitted by law,
children under the age of eighteen (18) may not have direct access to the
System, and may not directly provide any personally identifiable health
information to NSAwithout the prior, verifiable, consent of a parent or
guardian. Such consent may take the form of an e-mail to NSAwith an
electronic signature or a written consent form mailed or faxed to NSA at:
[address for contacts], fax number [714-364-4666]. NSAwill call to confirm
the accuracy of all such consents, whether e-mailed, faxed or mailed.
Agreement and Signature:
Clicking on the “I Agree” button below
indicates that you have read, completely understand, and agree to all of the
requirements of this Agreement.
