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IMPORTANT -- READ CAREFULLY
This End-User License Agreement ("Agreement") is a legal contract between you (the "Customer") (either an individual or a single business entity) and AnviCare Inc. for the use of the internet software product FreeClaims.com (the "Software") and, as applicable, associated media, printed materials, and "online" or electronic documentation (the "Software Application").
BY CLICKING THE "I ACCEPT" ICON BELOW, or by otherwise using the software application FREECLAIMS.COM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY CLICK THE "EXIT NOW" ICON TO LEAVE THE FREECLAIMS.COM SITE.
AnviCare (Licensor) has produced a proprietary internet software program, FreeClaims.com, for the use of Customers desiring to submit healthcare insurance claims over the Internet. The terms of this Agreement apply to the use of the Software, including any revisions or new releases Licensor may provide in the future.
1. License Grant. Licensor hereby grants to the Customer and the Customer accepts a nonexclusive license to use the Software only as authorized in this Agreement.
Customer agrees not to assign, sublicense, transfer, pledge, lease, rent, or share rights under this Agreement. Customer agrees not to reverse assemble, reverse compile or otherwise translate the Software.
Any copies of the Software or any related user documentation shall include Licensor's copyright and other proprietary notices. Except as authorized under this paragraph, no copies of the Software or any portions thereof may be made by Customer or any representative of the Customer.
2. Licensor's Rights. The Software and related user documentation are proprietary products of Licensor protected under U.S. copyright law. All rights, title, and interest in and to the Software, including associated intellectual property rights, are and shall remain with the Licensor. This Agreement does not convey to the Customer an interest in or to the Software, but only a limited right of use revocable in accordance with the terms of this Agreement.
3. License Fees. FreeClaims.com is provided without charge to those Customers intending to submit health insurance claims via FreeClaims.com for processing by a 3rd party recipient (e.g. insurance companies, claims clearinghouses, etc.). It is understood that the 3rd party recipient is not a party to this Agreement.
Unrelated to this Agreement, AnviCare may be entitled to receive a fee or fees from 3rd party recipient(s) of the health insurance claims submitted by the Customer via FreeClaims.com. It is understood that the Customer shall have no rights to or in any residual fees, data or information in any form or manner following the submission of information via FreeClaims.com. Other fees are payable only as separately stipulated by Licensor and agreed to by Customer.
4. Term. By clicking on the "I AGREE" icon below, or the first use of the Software, the terms and conditions of this Agreement, or as modified by Licensor, shall be applicable each and every time the Customer utilizes the FreeClaims.com software. The Customer is under no obligation to use the FreeClaims.com website although the terms and conditions of this Agreement remain in effect for all prior uses of the FreeClaims.com website. Licensor may terminate this Agreement and discontinue the FreeClaims.com website at any time and for any reason.
5. No Warranties. The Software is provided "AS IS" without any representations or warranties as to functionality or quality whatsoever.
The Customer is asked to report any error or malfunction in the Software to the Licensor. Although Licensor assumes no legal obligation with respect to the use of the Software, it is Licensor's intent that errors and malfunctions will be addressed through reasonable corrective efforts based on priorities and available resources Licensor may assign to such errors or malfunctions.
Please remember that any use of computers is subject to a likelihood of human and machine errors, omissions, delays and losses, including loss or corruption of data or media. The Customer should adopt such measures as the Customer deems proper to limit the impact of those problems, including backing up data and verifying the accuracy of input data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data.
6. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of Virginia without regard to its conflict of law statutes.
7. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the vent of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any term or provision of this Agreement or the application thereof is deemed to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
8. Copyright. All title and copyrights in and to the Software Application (including, without limitation, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software Application), the accompanying media and printed materials, and any copies of the Software Product are owned by AnviCare. The Software Application is protected by copyright laws and international treaty provisions. Therefore, the Customer must treat the Software Application like any other copyrighted material, subject to the provisions of this Agreement.
9. Submissions. Should the Customer decide to transmit to AnviCare's website by any means or by any media materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions or the like, the Customer agrees such submissions are unrestricted and shall be deemed non-confidential. Customer automatically grants AnviCare and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.
10. Good data processing procedure dictates that any program be thoroughly tested with non-critical data before relying on it. The Customer shall assume the entire risk of using the Software Application. ANVICARE DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS A CUSTOMER MAY OBTAIN BY USING THE SOFTWARE OR RELATED FILES. ANVICARE SHALL NOT BE LIABLE FOR THE CORRECTNESS OR QUALITY OF THE DATA SUBMITTED TO THE FREECLAIMS.COM WEBSITE AND THEN SUBSEQUENTLY TO 3RD PARTY RECIPIENTS. ANVICARE CANNOT WARRANT THAT THE INFORMATION SUBMITTED TO FREECLAIMS.COM WILL BE PROCESSED OR EVEN ACKNOWLEDGED BY A 3RD PARTY RECIPIENT. ANVICARE MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE TIMEFRAMES INVOVLED FOR PROCESSING AND TRANSFERRING OF CUSTOMER DATA SUBMITTED VIA FREECLAIMS.COM TO 3RD PARTY RECIPIENTS.
IN NO EVENT WILL ANVICARE OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN ANVICARE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES BY CUSTOMER, OR FOR ANY CLAIM BY ANY THIRD PARTY.
ANVICARE PROVIDES THE FREECLAIMS.COM WEBSITE "AS IS" AND "AS AVAILABLE" WITH NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OR IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
BY CLICKING THE "I ACCEPT" ICON BELOW and/or accepting the License Agreement during registration , or by otherwise using the software application FREECLAIMS.COM operated by Anvicare, Inc., YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY CLICK THE "EXIT NOW" ICON TO LEAVE THE ANVICARE, INC., FREECLAIMS.COM SITE.
THIS AGREEMENT is made and effective, upon user registration date via electronic registration, by and among (Get customer name from Registration), (hereinafter known as “Covered Entity”) and Anvicare, Inc.,(hereinafter known as “Business Associate”). Covered Entity and Business Associate shall collectively be known herein as “the Parties”. WHEREAS, Covered Entity and Business Associate are as defined in 45 CFR § 160.202 WHEREAS, Covered Entity wishes to commence a business relationship with Business Associate whereby Business Associate will provide products and services to Covered Entity pursuant to a separate services agreement;
WHEREAS, the nature of the prospective contractual relationship between Covered Entity and Business Associates may involve the exchange of Protected Health Information (“PHI”) as that term is defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), including all pertinent regulations issued by the Department of Health and Human Services (“HHS”); The premises having been considered and with acknowledgment of the mutual promises and of other good and valuable consideration herein contained, the Parties, intending to be legally bound, hereby agree as follows:
1. Individual. “Individual” shall have the same meaning as the term “individual” in 45 CFR § 164.501 and shall include a person who qualifies as a personal representative in accordance with 45 CFR § 164.502 (G).
2. Privacy Rule. “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45CFR Part 160 and Part 164, Subparts A and
3. Protected Health Information. “Protected Health Information” or “PHI” shall have the same meaning as the term “protected health information” in 45 CFR § 164.501, limited to the information created or received by Business Associate from or on behalf of Covered Entity.
4. Required By Law. “Required By Law” shall have the same meaning as the term “required by law” in 45 CFR § 164.501.
5. Secretary. “Secretary” shall mean the Secretary of the Department of Health and Human Services or his designee.
Business Associate’s use and disclosure of PHI is strictly limited to those instances where it is necessary to the performance of duties contractually delegated to it by Covered Entity in a separate services agreement. These instances include the following situations:
a. For archival purposes; and
b. For the proper management and administration of the Covered Entity as such Covered Entity’s “Business Associate” or to carry out the legal responsibilities of the Covered Entity as such Covered Entity’s “Business Associate”, pursuant to 45 CFR § 164.504(e)(4); provided such use or disclosure is in accordance with 45 CFR § 164.504(e)(4)(ii), and its subsections. Furthermore, any specific listing of duties or functions to be performed by Business Associate for Covered Entity contained in a separate contract (or addendum thereto) between the Parties is hereby incorporated by reference into this agreement for the sole purpose of further elaborating duties and functions that Business Associate is contractually undertaking on behalf of the Covered Entity. In all instances, Business Associate shall not use or disclose PHI obtained from Covered Entity in a manner that would violate the Privacy Rule of HIPAA or the pertinent regulations of HHS.
1. Business Associate shall not use or disclose PHI other than as permitted or required by this agreement or law.
2. Business Associate shall use appropriate safeguards recognized under the law and HHS regulations to prevent use or disclosure of the PHI other than as allowed for by this agreement.
3. Business Associate shall report to Covered Entity any use or disclosure of PHI that is in violation of this agreement within ten (days). In the event of disclosure of PHI in violation of this agreement, Business Associate shall mitigate, to the extent practicable, any harmful effects of said disclosure that are known to it.
4. Business Associate shall ensure that any agent or subcontractor to whom it provides PHI received from Covered Entity agrees to the same restrictions and conditions with respect to such information that apply through this agreement to Business Associate.
5. Business Associate shall, upon request with reasonable notice, provide Covered Entity access to its premises for a review and demonstration of its internal practices and procedures for safeguarding PHI.
6. Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for a Covered Entity to respond to a request by an individual for an accounting of disclosures of PHI in accordance with 45 CFR Section 164.528. Should an individual make a request to Covered Entity for an accounting of disclosures of his or her PHI pursuant to 45 CFR Section 164.528, Business Associate agree to promptly provide Covered Entity with information in a format and manner sufficient to respond to the individual’s request.
7. Business Associate shall, upon request with reasonable notice, provide Covered Entity with an accounting of uses and disclosures of PHI provided to it by Covered Entity.
8. To the extent Required by Law, Business Associate shall make its internal practices, books, records, and any other material requested by the Secretary relating to the use, disclosure, and safeguarding of PHI received from Covered Entity available to the Secretary for the purpose of determining compliance with the Privacy Rule. The aforementioned information shall be made available to the Secretary in the manner and place as designated by the Secretary or the Secretary’s fully appointed delegate. Under this agreement, Business Associate shall comply and cooperate with any request for documents or information from the Secretary directed to Business Associate that seeks documents or other information held by Business Associate.
9. Except as otherwise limited in this Agreement, Business Associate may use PHI to provide “data aggregation” services to Covered Entity as permitted by 42 CFR Section 164.504 (e)(2)(i)(B).
10. Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 42 CFR sec 164.502 (j)(1).
11. Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper management and administration of the Business Associate, provided that disclosures are Required By Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
12. If changes are made to PHI, to the extent such PHI exists and is readily accessible, Business Associate will make the change and provide access to the PHI both before and after any such amendments. Business Associate will also notify Covered Entity within ten (10) days of any change in PHI and any requests for change in PHI.
13. Upon request by Covered Entity, and provided that PHI exists and is readily accessible, Business Associate shall make any amendments or corrections to PHI in a designated record set.
14. If Business Associate conducts Standard Transactions (i.e., Transactions that comply with the Standards for Electronic Transactions Regulations) with or on behalf of Covered Entity, Business Associate will comply by a mutually agreed date, but no later than the compliance date with all applicable final regulations, and will require any subcontractor or agent involved with the conduct of such Standard Transactions to comply, with each applicable requirement of 45 CFR Part 162. Business Associate agrees to demonstrate compliance with the Transactions by allowing Covered Entity to test the Transactions and its content requirements upon a mutually agreed upon date. Business Associate will not enter into, or permit its subcontractors or agents to enter into any trading partner agreement in connection with the conduct of Standard Transactions for or on behalf of Covered Entity that:a. Changes the definition, data condition, or use of data element or segment in a Standard Transaction;
b. Adds any data elements or segments to the maximum defined data set;
c. Uses any code or data element that is marked “not used” in the Standard Transaction’s implementation specification or is not in the Standard Transaction’s implementation specification; or
d. Changes the meaning or intent of the Standard Transaction’s implementation specification.
1. Term. The Term of this Agreement shall be effective as of the compliance date set out in applicable Regulations, and subject to any extension obtained by either party or granted under the Regulations; and shall terminate when all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy PHI, protections are extended to such information in accordance with the termination provisions in this Section.
2. Termination for Cause. Upon Covered Entity’s knowledge of a material breach by Business Associate, Covered Entity shall either:i. Provide an opportunity for Business Associate to cure the breach or end the violation and terminate this Agreement if Business Associate does not cure the breach or end the violation within the time specified by Covered Entity;
ii. Immediately terminate this Agreement if Business Associate has breached a material term of this Agreement and cure is not possible; or
iii. If neither termination nor cure are feasible, Covered Entity shall report the violation to the Secretary.3. Effect of Termination.
i. Except as provided in paragraph (3)(ii) of this section, upon termination of this Agreement, for any reason, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of the Covered Entity at the end of 7 years. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the PHI.
ii. In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Covered Entity written notification of the conditions that make return or destruction infeasible. After written notification that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and disclosure of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintain such PHI.
iii. Right of Termination of Existing Service Contracts. Should Business Associate make a disclosure of PHI in violation of this Agreement, Covered Entity shall have the right to immediately terminate any contract, other than this Agreement, then in force between the Parties.
Nothing in this Agreement shall be construed as an admission on the part of either Party that the relationship between the Covered Entity and the Business Associate is one of “Covered Entity” and “Business Associate” as those terms are known and construed under HIPAA and pertinent regulations issued by the Secretary. However, the duties and obligations of Business Associate under this agreement remain in full force and effect regardless of whether or not the relationship between the Parties is determined to be one between an “Covered Entity” and a “Business Associate” as those terms are known and construed under HIPAA and pertinent regulations issued by the Secretary.
Remedies in Event of Breach. Business Associate hereby recognizes that irreparable harm will result to Covered Entity, and to the business of Covered Entity, in the event of breach by Business Associate of any of the covenants and assurances contained in Paragraph C of this Agreement. As such, in the event of breach of any of the covenants and assurances contained in Paragraph C above, Covered Entity shall be entitled to enjoin and restrain Business Associate from any continued violation of Paragraph C. Furthermore, in the event of breach of Paragraph C by Business Associate, Covered Entity will be entitled to reimbursement and indemnification from Business Associate for the Covered Entity’s reasonable attorneys fees and expensed and costs that were reasonably incurred as a proximate result of the Business Associates breach. The remedies in this Paragraph G shall be in addition to (and not to supersede) any action for damages Covered Entity may have for breach of any part of this Agreement.
Modification. This Agreement may only be modified through a writing signed by the Parties and, thus, no oral modification hereof shall be permitted. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act of 1996, Pub. L No. 104-191.
Interpretation of this contract in relation to other contracts between the Parties. Should there be any conflict between the language of this contract and any other contract entered into between the Parties (either previous or subsequent to the date of this Agreement), the language and provisions of this Agreement shall control and prevail unless in a subsequent written agreement the Parties specifically refer to this Agreement by its title and date, and also, specifically state that the provisions of the later written agreement shall control over this Agreement.
1. Any ambiguity in this Agreement shall be resolved to permit Covered Entity to comply with the Privacy Rule.
2. Regulatory References. A reference in this Agreement to a section in the Privacy Rule means the section as in effect or amended.
3. Notice to Covered Entity. Any notice required under this Agreement to be given to Covered Entity shall be made in writing to:Practice Information:
Name:
Street Address:
City, State, Zip Code:
Phone Number:4. Notice to Covered Entity. Any notice required under this Agreement to be given to Covered Entity shall be made in writing to:
Anvicare,Inc.
12946 Dairy Ashford Road, Suite 230
Sugar Land, Texas 77478
INWITNESS WHEREOF and acknowledging acceptance and agreement of the foregoing, the Parties Acknowledge by accepting the License agreement during electronic registration process. You can right click using your mouse and select print to print this agreement
