By logging in, you certify
(i) that you are a member of ActivHealthCare’s (Activ) provider network and are authorized to view the information contained in or available via www.ActivHealthCare.com, and
(ii) that you have read, understood, and agree to the terms and conditions set forth below. Unauthorized viewing or use of the information is strictly prohibited and may violate federal and state criminal and civil laws. Any user’s activities on this web site may be monitored and recorded by Activ personnel.
Ownership of and Intellectual Property Rights in Information
All information contained in or available via www.ActivHealthCare.com, including fee schedules, reimbursement schedules, the terms of contracts between healthcare provider networks and insurers or other payors, the terms of individual or group health insurance contracts or plans or related arrangements, and other network-related information of ActivHealthCare and the healthcare provider networks in which ActivHealthCare participates ("Information"), is the property of Activ, the provider networks in which it participates, or its other information providers and is protected by laws relating to confidential information, trade secrets, copyright, and other intellectual property. All rights reserved.
Subject to the provisions of this agreement, Activ grants you, if you are an authorized user, a revocable right to access and use the Information solely for your own informational purposes to determine your patient's insurance coverage (or similar entitlements) and liability for your charges and to determine your rights to fees and reimbursements pursuant to payor contracts (for example, agreements between a provider network and an insurer or other payor concerning compensation of participating providers for covered services to eligible persons), as and to the extent lawful and necessary in the ordinary course of your business of providing healthcare services and in compliance with the terms of your participating provider agreements with Activ and with any other provider network to which the Information relates.
Certain Restrictions on Use
You may and will use the Information only as and to the extent expressly permitted by this agreement. Except as and to the extent expressly permitted in this agreement or specifically consented to by Activ in advance in writing, you shall not, directly or indirectly, for yourself or on behalf of or in conjunction with anyone else (and you shall not permit others to)--
(i) sell, license, or distribute Information obtained through this Web site to any third party, including (A) any insurer or other payor, (B) any network of healthcare providers, or (C) anyone engaged in the business of providing information concerning health insurance coverage or similar entitlements or information concerning compensation schedules of provider networks;
(ii) use information obtained through this Web site as a component of or as a basis for any material offered for sale, license, or distribution;
(iii) use information obtained through this Web site (A) to provide services competitive with those of Activ or any of its information providers or (B) to solicit any healthcare providers that participate in Activ's provider network to participate in a provider network competitive with that of Activ;
(iv) use Information obtained through this Web site to determine your charges for your services; or
(v) otherwise copy, download, store, display, publish, transmit, circulate, transfer, sell, license, distribute, or use information obtained through this Web site by any means or in any form.
Without the specific consent of Activ in advance in writing, you shall not, directly or indirectly, disclose any Information obtained through this Web site to any third party, except only that, in order to use information in a manner that this agreement expressly authorizes you to use it, you may disclose Information on a confidential basis to your employees, agents, associates, attorneys, advisors, and lenders, in each case to the extent the recipient of the information has a need to know. In protecting Information from unauthorized disclosure, you shall use the same degree of care that you use to protect you own confidential information, but not less than reasonable and customary care. You shall require your officers, directors, managers, employees, agents, associates, affiliates, attorneys, advisors, and lenders to comply with all of the restrictions and obligations set forth in this paragraph. Upon termination of your status as a participating provider in Activ's provider network, you shall destroy all reproductions of information obtained through this Web site, on any media and in any form, whether electronic, printed, or otherwise. The provisions of this paragraph shall remain in effect after the termination of your status as a participating provider in Activ's provider network. The restrictions of this paragraph do not apply to any information
(i) that you can show was previously known to you free from any obligation to keep it confidential,
(ii) that you lawfully obtain from an independent source having a bona fide right to use and disclose the information,
(iii) that is generally available to the public other than as a result of your acts or omissions or a breach of a confidentiality agreement,
(iv) that is required to be disclosed by law or a court order, or
(v) to the extent you must disclose it to perform your obligations under your participating provider agreement with Activ or the provider network that provided the information.
Disclaimer of Warranties; Limitation of Liability
Although Activ believes the sources from which obtains Information are reliable and Activ attempts to keep the Information on this site accurate and up to date, neither Activ nor its information providers guarantees the accuracy, completeness, or timeliness of any of the Information, including Information originated by Activ or obtained by Activ from information providers. There may be delays, omissions, or inaccuracies in the Information. In particular (without limiting the generality of the foregoing), (i) the Information is limited in nature and does not contain all of the applicable terms, conditions, limitations, and exclusions of each relevant contract, and (ii) contracts, including contracts between provider networks and insurers or other payors, change from time to time, and such changes may not be reflected in the Information at the time you view it. Activ has no obligation to update any information.
Information contained in or accessed via this Web site is provided as is, without warranty of any kind, either expressed or implied, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No warranty is made that operation of this Web site will be error-free, virus-free, or uninterrupted.
Neither Activ nor its information providers shall have any liability to you or anyone else for any damages whatsoever (including any special, consequential, incidental, or indirect damages) resulting from or relating to (i) inaccuracy, incompleteness, or untimeliness of any information, (ii) any decision made or action taken by you or anyone else in reliance on any information, (iii) use of any information or this Web site, (iv) interruption of any information or unavailability of this Web site, (v) loss of data or loss of use of data, (vi) loss of profits, or (vii) any other aspect of the information or this Web site, in each case even if advised of the possibility of such damages and regardless of whether any claim for such damages is based in contract, tort, or otherwise.
Revisions of Web site
Activ may change the format or content of this Web site at any time without prior notice.
Indemnification of Activ
You shall indemnify Activ and its affiliates and their respective directors, managers, officers, employees, and other agents against any and all claims, damages, liabilities, losses, and expenses (including reasonable attorney's fees) that they or any of them may incur to the extent arising out of or attributable to any claim made by a third party relating to any use by you of this Web site or of any information contained in or accessed via this Web site or any violation by you of this agreement or of any rights of any third party.
Modification of this Agreement
HC may modify the provisions of this agreement at any time by publication on this Web site. Your continued use of the Web site after such publication will constitute your acceptance of the revised provisions.
Neither the course of conduct between the parties nor trade practice will modify any provision of this agreement. No waiver of a breach of any provision hereof will be effective unless it is in writing and is acknowledged in writing or electronically by the party to be charged. Failure or delay of a party to insist on compliance with any provision hereof will not operate and is not to be construed as a waiver or modification of the provision or the right of the aggrieved party to insist on compliance with such provision or to take remedial steps to recover damages or other relief for noncompliance. Any waiver of any provision of this agreement will not operate and is not to be construed as a waiver of any prior or subsequent breach, whether occurring under similar or dissimilar circumstances.
Governing Law; Jurisdiction
This agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to any choice- or conflict-of-laws rule that would cause the application of the laws of any jurisdiction other than the State of Georgia.
With respect to any action or proceeding arising out of or relating to this agreement, each party to this agreement consents to the exclusive personal jurisdiction and venue of the courts of Gwinnett County, Georgia, or the federal courts with jurisdiction in the State of Georgia. The parties agree that any forum other than Georgia is an inconvenient forum and that a suit (or non-compulsory counterclaim) brought by any party in a court of any state other than Georgia should be dismissed or transferred to a court located in Georgia.
This agreement supplements any applicable participating provider agreement or member agreement and embodies the entire agreement between the parties hereto with respect to the subject matter hereof.
Any provision of this agreement that is invalid or unenforceable as to any person or in any situation or jurisdiction shall not affect the validity or enforceability of the remaining provisions hereof or the validity or enforceability of the offending provision as to any other person or in any other situation or jurisdiction
In addition to any other remedy to which Activ may be entitled, Activ will be entitled (i) to an injunction or injunctions to prevent breaches of the provisions of this agreement (whether actual or contemplated) and to enforce specifically the provisions of this agreement, and (ii) to recover from your all reasonable expenses, including attorney's; fees, incurred by Activ in enforcing Activ's rights hereunder, in connection with any claim as to which Activ substantially prevails.
Section headings in this agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this agreement. Wherever the context requires, the masculine, feminine or neuter gender shall include the other two genders, and the singular shall include the plural and vice versa, and words importing persons shall include entities. Herein, hereof, hereunder, and other words of similar import refer to this agreement as a whole and not to any particular section or other subdivision. Including means including without limitation.