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This Agreement is between you and United Behavioral
Health, Inc. (on behalf of itself and its affiliates and subsidiaries
including U.S. Behavioral Health Plan, California referred to as
"we," "us," and "our") and governs
your use of this Web site ("Site"). If you or the organization
you belong to has an existing agreement ("Business Agreement")
with us, the services you use through this Site are also subject
to the terms and conditions of that Business Agreement, incorporated
herein which, together with this Agreement shall constitute the
entire agreement between you and us pertaining to your use of our
Site.
How You Accept This Agreement
You agree to the terms of this Agreement by using
our Site. If you do not agree to these terms, you may not use this
Site. We may modify this Agreement at any time with or without notice,
by posting it on our Site and successive modification will become
effective immediately. You agree to review this Agreement from time
to time.
What You Represent and Warrant to Us
You represent and warrant to us that (a)you are
who you portray yourself to be when you use this site (b)your use
of the Site has been authorized (c)you will use the Site only in
connection with doing business with us, and in a way that does not
disrupt the network connected to the Site; and (d)you have obtained
the necessary and proper consents required for you to view, send
and/or receive the Medical Information (defined below) through our
Site.
Your Obligation Regarding User Ids and Passwords
You agree to treat your password and User ID as
confidential and to share them only with your personnel who have
a need to use them for your legitimate business purposes with us.
You agree that you are solely liable for all actions taken using
your password and User ID. If you believe your password or User
ID has been accessed by an unauthorized person, contact us immediately
so we may deactivate them. You may not attempt to log in with a
User ID and password other than your own, and you may only access
portions of the site you are authorized to access. In the event
your organization only uses one password and User ID, you agree
to keep current written records of who has been provided the password
and User ID.
Data; Hardware
You agree to regularly back up your own data and
maintain adequate records to be able to replicate any data transmitted
through our Site. We are not liable for the content or any errors
in the data transmitted through our Site, or any lost data. You
are responsible for obtaining and paying for any hardware, software
and/or service necessary to use our Site.
Medical Content; Products Mentioned
Any medical content (i.e. articles) made available
through our site is for educational and informational purposes only.
Our mention of specific products or services at this site does not
constitute or imply a recommendation or endorsement by us, unless
we explicitly state it.
Links Referenced out of the Site
While visiting our Site, you may leave the Site
and access certain non-UBH sites. We provide links to other sites
solely as pointers to information on topics that may be useful to
you. We do not endorse, and are not responsible for the content
and accuracy of these sites. We also do not warrant that these sites
are free from any claims of copyright, trademark, or other infringement
of the rights of third parties, or that such sites are free of computer
viruses. We are also not responsible for the contents of any site
linked to our site.
Confidentiality
You acknowledge that through our Site you may be
able to view, send and/or receive confidential medical information,
including without limitation patient-related and claims information
("Medical Information") for your patients. In addition
to your obligations in the Business Agreement regarding such information,
you agree to maintain the security and privacy of patient-related
information, and agree that all Medical Information shall be held
in strictest confidence. You shall ensure that access to Medical
Information shall be limited to your employees on a "need to
know" basis and that such information will be used solely for
purposes relating to medical treatment, communications with us,
and other healthcare operations. You also agree to promptly notify
us in the event you become aware of any violations of this provision.
You agree not to use or disclose any of our business
information or information regarding our Site (including without
limitation information regarding its functionality, options, "look
and feel")("Site Confidential Information") without
our prior written permission.
Ownership, License and Restrictions on Use
of Materials
As between us and you, all right, title and interest
(including all copyrights, trademarks, trade secrets and other intellectual
property rights) in all portions of the Site belongs to us. Adobe,
the Adobe logo, Acrobat and the Acrobat logo, are either trademarks
or registered trademarks of Adobe Systems incorporated into the
United States and/or other countries. You are hereby granted a nonexclusive,
nontransferrable, limited license to view and use information retrieved
from this site solely in connection with doing business with us;
provided you do not remove or obscure the copyright notice or other
notices that may appear on such materials. Except as expressly provided
above, no part of this Site, including but not limited to materials
retrieved therefrom and the underlying code, may be reproduced,
republished, copied, transmitted, or distributed in any form or
by any means. In no event shall materials from this site be stored
in any information storage and retrieval system without prior written
permission. You may link to our homepage only. We prohibit linking
to other content within our site without our express written permission.
Your Idea Submissions to Our Site
Apart from personal information, which we address
through our Privacy Statement, information you submit to us through
our Site or otherwise, will become and remain our property. For
example, we may use one of your questions in a future version of
our Frequently Asked Questions (FAQ).
You agree that we are free to use, for any purpose,
any ideas, concepts, expertise, or techniques contained in the information
you provide for any purpose whatsoever.
Your use of this Site allows us to gather certain
limited information about you and your usage of the Site. You agree
and consent to our use of such information in aggregated form.
Site System Integrity
You may access our system for normal use. You may
not use any device, software, routine or agent to interfere or attempt
to interfere with the proper working of our site. You may not take
any action, which imposes an unreasonable or disproportionately
large load on our infrastructure. You may not disclose or share
your password to or with third parties or use your password for
any unauthorized purpose. You may not attempt to log in with a User
ID other than your own.
We do not guarantee continuous, uninterrupted access
to our services and operation of our Site. Numerous actions beyond
our control may interfere with our Site.
What We Disclaim
The claims and authorization status information
accessible through this Site is for your convenience only and is
subject to change. Eligibility and coverage information, when made
available, for individuals you provide health or medical services
for are governed by the terms of the Business Agreement between
you and our affilate. Payment of claims is not guaranteed through
the use of this Site, and is governed by the Business Agreement
between you and our affilate.
We use reasonable methods to include accurate and
up-to-date information on this Site. Because of the possibility
of human and mechanical error as well as other factors, we disclaim
any express or implied warranties of any kind, including without
limitation those of merchantability, representation about its accuracy,
completeness, or appropriateness or fitness for a particular purpose,
and non-infringement. Please note that some jurisdictions may not
allow the exclusion of implied warranties, so some of the above
exclusions may not apply to you.
What We Will Not Be Liable For
We will not be liable to you or any third party
for any delay, difficulty in use, inaccuracy or incompleteness of
information, unauthorized access, computer viruses, malicious code,
loss of data, compatibility issues, or otherwise. We will not be
liable to you or any third party for any direct or indirect, special
incidental, consequential, exemplary or punitive damages (including
lost profits, lost data, cost to procure replacement services or
goods or business opportunities) arising out of your access to or
use of our Site, or any other link we provide to another site, or
any acts, ommissions, defects, security breaches, or delays, regardless
of the basis of the claim or if we have been advised of the possibility
of such damage or loss.
Indemnification
In addition to your obligations, if any, to indemnify
us under the Business Agreement, you agree to defend, indemnify
and hold us and our affiliates harmless against any claims, losses,
damages, expenses or costs (including without limitation reasonable
costs of litigation such as attorney's fees and expert fees) arising
from incurred as a result of, or related to your breach of this
Agreement, your unauthorized or illegal use of the Site or the information
contained within or transmitted through it, whether you or any other
person using your password or user ID.
Integration and Severability
In the event that we fail to enforce any of our
rights under this Agreement, or applicable laws, it shall not constitute
a waiver of such right or any other right(s).
A court, or other tribunal of competent jurisdiction,
may hold that a provision of this Agreement is unlawful, void, or
for any reason unenforceable. In that event, the provision will
be deemed severable from this Agreement and not affect the validity
or enforceability of the remaining provisions. We will replace the
unenforceable provision by an enforceable provision that comes closest
to the intention of the underlying enforceable provision.
Termination; Governing Law; Legal Jurisdiction;
Survival
You may terminate this Agreement by providing us
written notice of such termination and discontinuing your access
or use of our Site. We may terminate this Agreement and your right
to access or use our Site, at any time, with or without cause. The
laws of the State of Minnesota govern this Agreement, without regard
to conflict of law principles. You submit to the exclusive jurisdiction
of the courts in the State of Minnesota and waive any jurisdictional
venue or inconvenient forum objects to such court. All provisions,
which by their nature survive, shall survive termination of this
Agreement.
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