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.