PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY
THIS AGREEMENT GOVERNS ACCESS AND USE OF THE FIND A DOCTOR WEBSITE (HEREAFTER THIS WEBSITE AND ALL ITS CONTENTS SHALL BE REFERRED TO COLLECTIVELY AS THE “SERVICE”), WHICH IS OWNED AND OPERATED BY THE EMPLOYER HEALTH CARE ALLIANCE COOPERATIVE, INC. (THE “ALLIANCE”). BY CLICKING “I HAVE READ AND AGREE TO THE TERMS OF SERVICE AND CONFIDENTIALITY AGREEMENT” ON THE SIGN UP PAGE, YOU ACKNOWLEDGE YOUR ACCEPTANCE OF ALL OF THE TERMS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY ALL OF THESE TERMS.
WHO THIS AGREEMENT APPLIES TO
This Agreement applies to: (1) individuals receiving health benefits using The Alliance provider network through an employer that is a current member of The Alliance (herein a “Member”) and (2) an individual or organization engaged in the representation of employers, including at least one current member of The Alliance, for the purpose of selecting a health care provider network and accessing the Service solely for the purposes of such current member(s) (herein “Member Representatives”). Members and Member Representatives may be referred to collectively as You or Your throughout this Agreement.
By accessing the Services and/or accepting this Agreement, you acknowledge that you are either a Member or a Member Representative.
NATURE OF SERVICES AND DATA
Through the Service, You will have access to certain confidential and proprietary information, including, without limitation, provider-specific contract rates for certain specific outpatient procedures and imaging tests, as well as other comparative quality or cost information regarding health care providers (collectively the “Confidential Information”). Confidential Information also includes all documents and publications containing comparative quality and/or cost information about health care providers that participate in the provider network maintained by The Alliance. Neither the Service nor any Confidential Information is intended or shall be construed as any advice or recommendation regarding Your health care or the selection of a health care provider.
The information made available through the Service is based on data submitted to The Alliance by health care providers, which has not been verified by The Alliance and may be incomplete or inaccurate. The Service is provided for the informational purposes of its members only. The Service is also not intended and shall not be construed as a guarantee or representation regarding the relative quality or merit of any particular health care provider. You are solely responsible for Your use of this Service and of any information obtained as a result of Your use of the Service. You should confirm the accuracy of any information obtained through use of the Service with any provider You choose.
MEMBER ACCESS TO THE SERVICES
To access the Service, Members and Member Representatives will be required to provide additional information to The Alliance, such as full names, The Alliance Member Organization Name, birthday and other information used by The Alliance to verify the identity of a Member or Member Representative.
MEMBER REPRESENTATIVE ACCESS TO THE SERVICES
With respect to Member Representatives, requests to access reports or other data pertaining to a Member will be handled on a case by case basis by The Alliance, in its sole discretion and will be granted for legitimate business purposes only. If a Member Representative is granted access to reports or other data pertaining to a Member, such access will be made expressly subject to the Non-disclosure and Confidentiality Section contained in this Agreement. Member Representatives may be required to complete other forms or sign other agreements related to such access as deemed necessary by The Alliance.
As a Member Representative, You hereby represent and warrant that (a) You need to access the Confidential Information to assist a member’s employee for the purpose(s) provided to The Alliance at the time You requested access; and (b) that Your use of such Confidential Information is for only for the purpose(s) represented to The Alliance at the time You request access to the Confidential Information, namely, to assist a Member manage their health benefit offering.
CUSTOMER SURVEYS AND MARKET RESEARCH
From time-to-time, The Alliance may conduct customer satisfaction surveys, market research surveys or request information from Members and/or Member Representatives to assist The Alliance with assessing the functionality of the Website and Services, improving the Website and Services or adding or modifying Services offered through the Website. To conduct such surveys, you grant The Alliance permission to access and use your contact information contained in your member account profile. Once contacted by The Alliance, your participation in any such survey or request for information is entirely voluntary. However, The Alliance shall be deemed to own the results and data obtained through such any survey or request for information; and The Alliance may use such information for its own business purposes without acknowledgement or compensation to the provider of such information. Additionally, The Alliance shall not have any duty or obligation to use any information provided by a Member.
OWNERSHIP OF DATA AND CONFIDENTIAL INFORMATION
The Service and all its content, including, without limitation, all Confidential Information contained therein or accessed there-through, is solely the property of The Alliance. Nothing in this Agreement shall be construed to grant any right, title or interest in or to the Service to You. You may view the Confidential Information while accessing the Service, but You may not print or otherwise copy or reproduce any of the Confidential Information.
LICENSE TO USE SERVICES AND INFORMATION
The Services and Confidential Information available through the Services may be used only by Members for their own personal, non-commercial purpose of assessing the quality and/or cost of health care providers and manage their health benefit offering. The Services and Confidential Information available through the Services may be used only by Member Representatives to assist Members manage their health benefit offering. .
You acknowledge and agree that the Confidential Information is proprietary and confidential and that The Alliance and its Members would suffer great loss and irreparable harm if Member Representative improperly uses or discloses the Confidential Information.
Any Confidential Information given to Member Representative is provided solely for the purpose(s) expressly stated herein. You will (a) keep confidential all Confidential Information, (b) not use Confidential Information for any purpose other than the purpose(s) expressly set forth herein and (c) not disclose any Confidential Information to any third party except with the prior written consent of The Alliance.
The restrictions on disclosure of Confidential Information contained in this Agreement shall not apply to any information or material which Member Representative can demonstrate by clear and convincing evidence: (a) is or becomes generally available to the public other than as a result of disclosure by the Member Representative Persons; (b) was available, as indicated by Member Representative’s contemporaneous written records, to Member Representative on a nonconfidential basis prior to its disclosure by The Alliance; or (c) becomes available to Member Representative on a nonconfidential basis from a source other than The Alliance if such source was not itself bound by a confidentiality or similar agreement with The Alliance. If Member Representative must disclose Confidential Information pursuant to law or court or other governmental order, Member Representative must promptly, and if possible prior to such disclosure, notify The Alliance to enable The Alliance to obtain a protective order or similar protective measure.
Upon request by The Alliance, Member Representative shall deliver all tangible embodiments of the Confidential Information to The Alliance and shall erase all embodiments of the Confidential Information from all storage devices, including, but not limited to, random access memory (RAM) devices, read-only memory (ROM) devices and disk drives.
THE SERVICE AND THE CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. USE AT YOUR OWN RISK. NEITHER THE ALLIANCE NOR ANY OF ITS MEMBERS OR ANY HEALTH CARE PROVIDER SUPPLYING DATA TO THE ALLIANCE MAKE ANY WARRANTIES REGARDING THE SERVICE OR THE CONFIDENTIAL INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR CURRENCY OF ANY INFORMATION PROVIDED THROUGH THE SERVICE. THE ALLIANCE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, RELIABILITY, OR NON-INFRINGEMENT. THE ALLIANCE EXPRESSLY DISCLAIMS ANY WARRANTY THAT ANY DECISION MADE, IN WHOLE OR IN PART, BASED ON THE SERVICE WILL BE EFFECTIVE, APPROPRIATE, SATISFACTORY, OR SUFFICIENT FOR YOUR REQUIREMENTS.
Providers offering health care benefits through The Alliance may offer or make certain representations and/or warranties regarding their particular health program or benefits. Such representations and/or warranties, if any, shall be provided by such provider or contained documents made available through the Services.
DISCLAIMER OF WARRANTIES
THE ALLIANCE EXPRESSLY DISCLAIMS RESPONSIBILITY FOR ANY CONSEQUENCES ATTRIBUTABLE TO OR RELATED TO ANY USE, NON-USE OR INTERPRETATIONS OF INFORMATION OBTAINED THROUGH THE SERVICE. THE SERVICE IS NOT INTENDED AND THE ALLIANCE SHALL NOT BE DEEMED TO BE ENGAGED IN THE PRACTICE OF MEDICINE. THE SERVICE IS NOT INTENDED AND SHALL NOT BE USED AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, NOR RELIED UPON FOR MEDICAL DIAGNOSIS OR TREATMENT. SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL THE ALLIANCE BE LIABLE FOR ANY DAMAGES WHATSOEVER, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, REGARDLESS OF THE LEGAL THEORY ASSERTED, EVEN IF THE ALLIANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY AND THE ALLIANCE’S EXCLUSIVE LIABILITY WITH RESPECT TO THE SERVICE AND THIS AGREEMENT SHALL BE TO DISCONTINUE YOUR USE OF THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY AND EXCLUSION OF REMEDIES CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL TERM OF THIS AGREEMENT AND ARE A MATERIAL INDUCEMENT FOR THE ALLIANCE TO ENTER INTO THIS AGREEMENT, ENTITLING THE ALLIANCE TO ENFORCE SUCH TERMS AGAINST YOU.
You agree to indemnify, defend, and hold harmless The Alliance, its members, employees, and data providers, from and against any and all action, claim, damage or loss of any kind, including, without limitation, actual attorneys’ fees and costs, incurred as a result of any breach of this Agreement by You, or Your use of the Service.
TERM AND TERMINATION
The Alliance may terminate this Agreement immediately and without notice to You, in its sole discretion, upon any material breach by You of this Agreement. Upon termination, Your right to access the Service shall be rescinded and you shall have no further right to access or use any Confidential Information.
You acknowledge and agree that monetary damages alone would be an inadequate remedy in the event of a breach by You of Your obligations under this Agreement with regard to confidentiality and use of the Confidential Information and that, in such event, The Alliance shall be entitled to obtain injunctive relief to require You to comply with Your obligations hereunder. Any remedy of The Alliance under this Agreement shall be cumulative and not exclusive of any other remedy available to The Alliance under this Agreement, at law or in equity.
If any provision of this Agreement is held to be invalid or unenforceable for any reason, the parties agree that such invalidity or unenforceability shall not affect any other provision of this Agreement. The remaining provisions hereof shall remain in full force and effect and any court of competent jurisdiction may so modify the objectionable provisions as to make them valid and enforceable.
The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect the right of the party failing to require performance to require such performance at any time thereafter. The waiver by either party of a breach of any provision hereof shall not constitute a waiver of any succeeding breach of the same or any other provision, or constitute a waiver of the provision itself.
This Agreement constitutes the entire understanding between the You and The Alliance with reference to the subject matter hereof and no statements or agreements, oral or written made prior to the signing of this Agreement shall vary or modify the written terms hereof. No amendment or modification of this Agreement or waiver of any of the provisions hereof shall be valid unless made in writing and signed by the party against whom the amendment is to be enforced.
JURISDICTION AND VENUE
The interpretation, construction and enforcement of this Agreement shall be governed by the internal laws of the State of Wisconsin, without regard to conflict of law principles. Any dispute arising under or related to this Agreement or the Service shall be brought exclusively in the courts located in Dane County, Wisconsin. Each of the parties hereby irrevocably consents to personal jurisdiction in such courts.
This Agreement may be amended, modified or supplemented only by the written agreement of the parties.
The failure of either party to insist, in any one or more circumstances, upon performance of any term or condition of this Agreement shall not be construed as a waiver or relinquishment by such party of any right granted hereunder or of the future performance of such term or condition.