In order to access and use the internet-accessible health care information system furnished by Premier Eye Care of Florida LLC, you must agree 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 use the Premier Eye Care of Florida LLC system, and you must not access or otherwise use the system, or permit any other persons to do so. Accordingly, in consideration of the covenants, conditions, representations, warranties and restrictions set forth herein, you agree as follows:
1. System. You are attempting to access Premier Eye Care of Florida LLC’s provider portal, which is solely and exclusively for the use by contracted providers and their administrative staff who are actively participating with Premier Eye Care of Florida LLC. This site is an online portal for providers and their staff to review member information and request authorizations for service. For purposes of this agreement, the system means and refers to the limited portions of the Premier Eye Care of Florida LLC health care information databases that are identified by Premier Eye Care of Florida LLC for remote access by you and other users. Except for the permission granted hereunder, all rights and interests in and to the system are expressly reserved by Premier Eye Care of Florida LLC, and you agree not to take, or to authorize or permit others to take, any action that will interfere with or diminish any rights, title or interests of Premier Eye Care of Florida LLC in the system.
2. User Accounts. I understand that my user login ID and password(s) are used to control access to Premier Eye Care of Florida L.L.C. information systems and covered information. I will not share my login ID and password/codes with anyone, nor allow anyone to access any information systems I am authorized to access, using my login ID and password(s). Provider is responsible for notifying Premier Eye Care of Florida L.L.C. within 24 hours when employees with Premier portal access are terminated. Premier Eye Care of Florida L.L.C. reviews active accounts periodically, if an account is inactive for more than 90 days it may be disabled.
3. Grant of Permission. Premier Eye Care of Florida LLC hereby grants to you the revocable, non-exclusive right to use the system, subject to and in accordance with this agreement, and such communications media, access controls, and security mechanisms as may be established by Premier Eye Care of Florida LLC from time to time during the term of this agreement for remote access to and use of the system, without any right to sub-license or otherwise assign or transfer any of the rights granted hereunder, and at all times subject to the covenants, conditions, warranties and restrictions set forth in this agreement (the "License").
4. Use Limitations. You agree not to use, or to authorize or permit others to use, the system, except as expressly authorized in this agreement. The term “offshore” refers to any country that is not one of the fifty United States or one of the United States territories (American Samoa, Guam, Northern Marianas, Puerto Ric and Virgin Islands). You agree and attest that your organization does not have any offshore operations or offshore subcontractors performing any operational functions. You also agree 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 user data relating thereto. 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.
5. System Inputs. You acknowledge and agree that during the term of this agreement, if you are authorized to input any information into the system, or provide Premier Eye Care of Florida LLC or its designee with information to be input into, or otherwise used in conjunction with the system, then you agree to assume sole and complete responsibility for the accuracy, completeness, reliability, quality and timeliness of all information that is input by you into the system, or is provided by you to Premier Eye Care of Florida LLC or its designee to be included in the system, including user names, login, password, and security information, and for promptly reporting to Premier Eye Care of Florida LLC any and all errors, omissions and updates to the foregoing (the foregoing information is collectively referred to as the "User Data"). In addition, you agree that you will not, and will not authorize or permit others to, input, import, export or transmit to the system, any User Data 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) infringes on any Premier Eye Care of Florida LLC or non-party copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (iv) is obscene or pornographic, sexually explicit or contains child pornography; (v) violates any laws regarding confidentiality of patient-related information; (iv) constitutes unfair competition or false advertising; (vii) interferes with, disrupts or otherwise disturbs the colloquy, dialogue, conversations or communications of other users; or (viii) contains any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
6. Regulatory Compliance. You agree at all times during the term of this agreement, to use the system, and to perform its obligations under this agreement, in compliance with all federal, state and local laws and regulations applicable to the provision of health care services or payment for such services, including in particular, but without limitation, laws relating to confidentiality of patient-related information, and laws governing billing and collecting payments from users and arrangements between providers and sources of referrals of patients, medical services or supplies (collectively "Applicable Laws"). Without limiting the foregoing, you agree to assume sole and complete responsibility for ensuring that its use of the system and all of its policies and procedures relating thereto, are at all times during the term of this agreement in compliance with the security and privacy requirements of the federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), and regulations promulgated thereunder, as such laws and regulations may be amended or replaced from time to time, including the standards for the security of individually identifiable health information within the meaning of the regulations proposed by HCFA at 45 C.F.R. Part 162 (the "Security Regulations"), and the standards for the privacy of individually identifiable health information, within the meaning of the final regulations published by HCFA at 45 C.F.R. Part 164 (the "Privacy Regulations").
7. Term and Termination. This agreement shall become effective on the date that you indicate your agreement, and shall continue thereafter until terminated as provided herein. Either party may terminate this agreement at any time, without cause, upon the provision of notice to the other party. During this term, Premier Eye Care of Florida LLC reserves the right to monitor all activity to ensure the safety of the data and to mitigate inappropriate use. Premier Eye Care of Florida LLC reserves the right to revoke access or terminate this agreement if you engage in any activity or practice that constitutes a violation of either or both of the Security Regulations or the Privacy Regulations.
8. DISCLAIMER OF WARRANTIES. PREMIER EYE CARE OF FLORIDA LLC 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, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR UNINTERRUPTED OR ERROR-FREE USE OR OPERATION OF THE SYSTEM. YOU ACKNOWLEDGE THAT THE SYSTEM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
9. LIMITED REMEDIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PREMIER EYE CARE OF FLORIDA LLC SHALL IN NO EVENT BE HELD 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, 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, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY).
10. Assignment. You agree not to assign any of its rights or delegate any of its duties under this agreement, in whole or in part, by operation of law or otherwise, except with the prior written consent of Premier Eye Care of Florida LLC, which consent may not be unreasonably withheld, conditioned or delayed.
11. Interpretation of Agreement. Each party to this agreement is acting as 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. 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.
You acknowledge that you have read this agreement and understand and agree to be bound by its terms and conditions.