TERMS OF USE AGREEMENT

THIS DOCUMENT CONTAINS AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH AFFECT YOUR LEGAL RIGHTS. YOU SHOULD REVIEW THIS DOCUMENT IN ITS ENTIRETY BEFORE ACCESSING OR USING THE ONLINE SERVICES.

These Terms of Use ("Terms" or “Agreement”) constitute a legally binding agreement between you, the person using our online and mobile websites, platforms, services, and applications, and us. Terms such as "we", "our," "us," and "Company" refer to United HealthCare Services, Inc. and its affiliate entities, including UnitedHealth Networks, Inc. These Terms describe the rules for using our online and mobile websites, platforms, services, and applications we own and operate and that contain a link to these Terms (collectively, "Online Services"). Any references to "you" or "your" in these Terms will mean the person using the Online Services.

By using our Online Services, you agree to the most-recent Terms as well as the most-recent version of our Privacy Policies. We may change these Terms at any time, and such changes will be posted on this or a similar page of the Online Services. It is your responsibility to review these Terms each time you use our Online Services. By continuing to use the Online Services, you consent to any changes to our Terms.

If you, or the organization you belong to, has an existing agreement ("Business Agreement") with us, the Online Services you use through this site are also subject to the terms and conditions of that Business Agreement, incorporated herein, which, together with these Terms, and any applicable Exhibits, shall constitute the entire agreement between you and us pertaining to your use of our Online Services.

All information you access, view or otherwise use on the Online Service, including Medical Information (as defined below), shall be defined as “Content”.

AGREEMENT AND TERMS

You agree to the terms of this Agreement by using our Online Services. If you do not agree to these terms, you may not use this site. We may modify this Agreement at any time with or without notice, by posting it on our Online Services, and such modification will become effective immediately. You agree to review this Agreement from time to time. You represent and warrant to us that: (a) you are who you portray yourself to be when you use the Online Services; (b) your use of the Online Services has been authorized; (c) you will use the Online Services only in connection with doing business with us, and in a way that does not disrupt the network connected to the Online Services; and (d) you have obtained the necessary and proper consents required for you to view, send and/or receive the Medical Information (defined below) through our Online Services. You further agree to notify us immediately if your authorization to review any Content available through the Online Services changes or is rescinded by a provider or other party which authorized your access to the Online Services or to the Content.

If you are a Provider and will use our Application Program Interface (“API”) services to access information as part of the Online Services, you are also subject to the “Provider API Terms of Use Agreement” set forth in Exhibit A. 

If you are a Vendor or a Billing Entity and will use our API services to access information as part of Online Services, you are also subject to the “Vendor and Billing Entity API Terms of Use Agreement” set forth in Exhibit B. 

USER IDs AND PASSWORDS

You agree to treat your password and User ID as confidential, and to share them only with your personnel who have a need to use them for your legitimate business purposes with us. You agree that you are solely liable for all actions taken using your password and User ID. If you believe your password or User ID has been accessed by an unauthorized person, contact us immediately so we may deactivate them. You may not attempt to log in with a User ID and password other than your own, and you may only access portions of the Online Services you are authorized to access. In the event your organization only uses one password and User ID, you agree to keep current written records of who has been provided the password and User ID.

DATA; HARDWARE

You agree to regularly back up your own data, and maintain adequate records to be able to replicate any data transmitted through our Online Services. We are not liable for the content of or any errors in the data transmitted through our Online Services or any lost data. You are responsible for obtaining and paying for any hardware, software and/or service necessary to use our Online Services.

MEDICAL CONTENT; PRODUCTS MENTIONED; LINKS TO OTHER SITES

Any medical content (i.e., articles) made available through our Online Services is for educational and informational purposes only. Our mention of specific products or services at this site or inclusion of links to other sites does not constitute or imply a recommendation or endorsement by us, unless we explicitly state it.

CONFIDENTIALITY

You acknowledge that through our Online Services you may be able to view, send and/or receive confidential medical information, including without limitation patient-related and claims information for your patients, or the patients of the Covered Entity for whom you are providing services on the Covered Entity’s behalf ("Medical Information"). In addition to your obligations in the Business Agreement, if applicable, you agree to maintain the security and privacy of Medical Information. You shall ensure that access to Medical Information shall be limited to your employees on a "need to know" basis and used solely for purposes relating to medical treatment, communications with us, and other healthcare operations. You also agree to promptly notify us in the event you become aware of any violations of this provision.

You agree not to use or disclose any of our business information or information regarding our Online Services (including without limitation information regarding its functionality, options, "look and feel") ("Site Confidential Information") without our prior written permission.

If you are a provider accessing an Individual Health Record (“IHR”) through this website, we will expose you to a broad view of your patient’s medical encounters and claims history.  This view is only appropriate for you as a treating provider of health care.  In doing so, we may be required to shield evidence of certain sensitive health conditions, either under state or federal law.  At times, the IHR detail may display to suggest that your patient has one or more sensitive conditions for which we have records.  In order to unmask that detail, you will be required to attest that you obtained all proper and necessary written authorizations from your patient.  You agree that any information accessed through the IHR will only be used for treatment purposes.

OWNERSHIP, LICENSE AND RESTRICTIONS ON USE OF MATERIALS

As between us and you, all right, title and interest (including all copyrights, trademarks, trade secrets and other intellectual property rights) in all portions of the Online Services belongs to us. Adobe, the Adobe logo, Acrobat and the Acrobat logo are either trademarks or registered trademarks of Adobe Systems incorporated into the United States and/or other countries. You are hereby granted a nonexclusive, nontransferable, limited license to view and use information retrieved from this site solely in connection with use of the Online Services; provided you do not remove or obscure the copyright notice or other notices that may appear on such materials. You may link to our home page only. We prohibit linking to other content within our site without our express written permission.

RESTRICTIONS ON USER OF ONLINE SERVICES

You agree not to:

  • use our Online Services or Content in any way not explicitly permitted by these Terms or the Business Agreement;
  • copy, modify or create derivative works, or harvest data or materials from the Online Services, except you may print a reasonable number of copies for your professional use if you reproduce all proprietary copyright and trademark notices;
  • remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary rights or notices on the Online Services;
  • misrepresent your identity or provide any false information in any information-collection portion of our Online Service, such as a registration, enrollment, or application page;
  • take any action intended to interfere with the operation of our Online Service;
  • access or attempt to access any portion of our Online Services to which you have not been explicitly granted access;
  • share any password assigned to or created by you with any third parties or use any password granted to or created by a third-party;
  • engage in viral messaging, SPAMMING, SPIMMING, or sending of unsolicited advertisements, solicitations or bulk communications, or distribute chain mail or harmful computer code, viruses, or malware;
  • use the Online Services for commercial purposes or in any manner that would compete with any product or service of ours;
  • use the Online Services in any way that could, in our sole judgment, interfere with any other party's use or enjoyment of the Online Services, or in a manner that could overburden, impair, damage or disable our networks or servers, or expose us or our licensors, users, customers or suppliers to any claims or liability whatsoever;
  • use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the Online Services. If you are blocked from the Online Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address);
  • directly or indirectly authorize anyone else to take actions prohibited in this section
  • introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; and/or attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Online Services.

 

You agree to comply with all applicable laws and regulations while using our Online Services or the Content.

You agree that we may take any measures we deem appropriate, in our sole discretion, to prevent the violation of, and to enforce, these Terms. You agree that we may take any actions permitted or required by law (including the suspension or termination of your account or your access to the Online Services) if we believe, in our sole discretion, that you are engaging in activities that (a) violate these provisions (or other terms in these Terms); (b) could expose us or our vendors or business partners to liability; or (c) could harm our business reputation.

COPYRIGHT INFRINGEMENT; DMCA NOTICE

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under US copyright law. If you believe in good faith that content or material on our Online Services infringes a copyright owned by you, you (or your agent) may send the Company a notice requesting that the material be removed, or access to it blocked. This request should be sent to the applicable business via email or contact address below.

Company

Contact Information

UnitedHealth Group

Attn: DMCA Registered Agent 9900
Bren Road East Minnetonka, MN 553

UnitedHealthcare

Attn: DMCA Registered Agent 9900 Bren Road East Minnetonka, MN 55343
DMCARegisteredAgent@uhc.com

Optum

Attn: DMCA Registered Agent 9900 Bren Road East Minnetonka, MN 55343 DMCARegisteredAgent2@optum.com

Rally Health

Attn: Legal Department 3000 K Street NW Suite 350 Washington, DC 20007 dmca@rallyhealth.com


The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or the subject of infringing activity; (d) the name, address, telephone number, and email address of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the Online Services should be sent to the address above.

UNSOLICITED IDEA SUBMISSION POLICY

It is our policy not to accept or consider unsolicited ideas or offers to sell intellectual property.  We ask that you please do not submit any such ideas or offers to us or our employees or contractors.

This policy is intended to avoid potential misunderstandings if our technology, products, or services may seem similar to a submission made to the company.  If you still choose to make any submission to us, you agree as follows, regardless of any statements made in your submission:

  • We owe you no compensation;
  • There is no duty of confidentiality between us and you;
  • Your submission automatically becomes our property, and we may use or redistribute the contents of that submission in any way for any purpose;
  • We are free to acquire, develop and sell services and products that may be competitive to those you offer or suggest; and
  • It is your responsibility to protect your own intellectual property, you should not make a submission to us if you have concerns about intellectual property.

 

If you are uncertain about the meaning of this policy or the legal ramifications of submitting materials to us you should consult with your attorney before making a submission.

LINKS

While visiting our Online Services you may click on a link to other online websites, mobile websites, platforms, services, and applications and leave our Online Services. For your convenience, we provide links to other online websites, mobile websites, platforms, services, and applications that may contain information that may be useful or interesting to you. We do not endorse, and are not responsible for, the content, accuracy or accessibility of the content of Weblinks operated by third parties. You are solely responsible for your dealings with such third parties and we encourage you to read the terms of use and privacy policies of such third-parties.

NO WARRANTIES

The claims status, eligibility and coverage information accessible through the Online Services is for your convenience only, and is subject to change. Eligibility and coverage terms for individuals you provide health or medical services for are governed by the terms of the Business Agreement, if applicable, between you and us.  Payment of claims is not guaranteed by your use of our Online Services and is governed by the Business Agreement, if applicable, between us.

WE TRY TO KEEP THE ONLINE SERVICES BUG FREE AND SAFE, BUT YOU USE THEM AT YOUR OWN RISK. OUR ONLINE SERVICES AND THEIR CONTENT ARE PROVIDED TO YOU ON AN "AS IS", "AS AVAILABLE" BASIS. THE COMPANY, ALL THIRD PARTIES, IF ANY, PROVIDING CONTENT FOR OUR ONLINE SERVICES, AND ALL THIRD PARTIES PROVIDING SUPPORT OR INFORMATION FOR OUR ONLINE SERVICES (COLLECTIVELY, "ONLINE SERVICE-RELATED-PARTIES") HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

THE ONLINE SERVICE-RELATED-PARTIES MAKE NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, TIMELINESS, CORRECTNESS, CURRENCY, OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH OUR ONLINE SERVICES. WITHOUT LIMITING THE FOREGOING, THE ONLINE SERVICE-RELATED-PARTIES SPECIFICALLY DO NOT REPRESENT OR WARRANT THAT ANY INFORMATION REGARDING PARTICULAR PLAN BENEFITS OR SCOPE OF COVERAGE IS ACCURATE OR COMPLETE. THE ONLINE SERVICE-RELATED-PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT USE OF OUR ONLINE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE ONLINE SERVICES OR THE TECHNOLOGY THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM OUR ONLINE SERVICES IS FREE OF VIRUSES AND ANY OTHER POTENTIALLY DESTRUCTIVE COMPUTER CODE.

We are not obligated to provide maintenance, technical support or updates to you for any portion of our Online Services. We are not obligated to continue to provide our Online Services. The foregoing limitations and exclusions shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

Some states do not allow limitations on implied warranties, so one or more of the above limitations may not apply to you.

Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

LIMITATION OF LIABILITY

YOU AGREE THAT NONE OF THE RELEASED PARTIES SHALL BE LIABLE FOR ANY LOSS OR LIABILITY ARISING OUT OF OR RELATING IN ANY WAY TO (A) THESE ONLINE SERVICES; (B) ANY THIRD PARTY SITE OR PROGRAMS ACCESSED THROUGH THE ONLINE SERVICES; (C) ANY ACTS OR OMISSIONS OF THE RELEASED PARTIES; AND/OR (D) YOUR ACCESS OR USE OF THE ONLINE SERVICES (THE "RELEASED CLAIMS"). THE RELEASED CLAIMS COVER CLAIMS BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, AND ANY OTHER LEGAL THEORY. THE RELEASED PARTIES INCLUDE THE ONLINE SERVICE-RELATED-PARTIES AND THEIR AFFILIATES, SUBSIDIARIES, EMPLOYEES, MEMBERS, SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS, PREDECESSORS IN INTEREST, SUCCESSORS IN INTEREST, PARTNERS, CLIENTS, CUSTOMERS, AND VENDORS (COLLECTIVELY, “RELEASED PARTIES”). THE RELEASED CLAIMS COVER ALL LOSSES INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, AND/OR PUNITIVE DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION.

THE TOTAL, CUMULATIVE LIABILITY OF THE RELEASED PARTIES FOR LOSSES OR DAMAGES SHALL BE LIMITED TO THE AMOUNT OF YOUR ACTUAL DAMAGES, NOT TO EXCEED U.S. $100.00. THE LIMIT OF LIABILITY MAY NOT BE EFFECTIVE IN SOME STATES. IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES OTHER THAN THE AMOUNT DESCRIBED ABOVE. ALL OTHER DAMAGES (E.G., DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, AND/OR PUNITIVE DAMAGES) ARE EXCLUDED EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT YOU USE OUR ONLINE SERVICES AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH OUR ONLINE SERVICES OR THE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE ONLINE SERVICES.

The foregoing limitation of liability is not applicable to residents of New Jersey. With respect to residents of New Jersey, the Released Parties are not liable for any damages unless such damages are the result of our negligent or reckless acts or omissions; and the Released Parties are not, in any case, liable for indirect, incidental, special, consequential or punitive damages.

You acknowledge and agree that Company's suppliers are third-party beneficiaries of these Terms, with the right to enforce the limitations of warranty and liability set forth herein with respect to the respective technology of such suppliers and Company.

INDEMNIFICATION

In addition to your obligations, if any, to indemnify us under the Business Agreement, you agree to defend, indemnify and hold us harmless against any claims, losses, damages, expenses or costs (including without limitation reasonable costs of litigation such as attorneys' fees and expert fees) arising from, incurred as a result of, or related to your breach of this Agreement, your unauthorized or illegal use of the Online Services or the information contained within or transmitted through them, whether you or any other person using your password or User ID.

RESOLVING DISPUTES

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT

Informal Resolution. Before filing a claim in connection with Terms or the Online Services, you agree to try to resolve the dispute informally. Contact legalmail@uhg.com if the dispute is with UnitedHealth Group, UnitedHealthcare, or Optum; or legal@rallyhealth.com if the dispute is with Rally Health.  If the dispute is not resolved within 30 days of contact, you or we may bring a formal arbitration proceeding as described below.

Agreement to Arbitrate. You and we agree to resolve any claims relating to these Terms or the Online Services through final and binding arbitration, except as indicated below under “Exceptions to Agreement to Arbitrate” or where prohibited by law. The arbitration will be held in the state where you live. For residents outside the United States, arbitration will be initiated in Hennepin County, Minnesota, or a location agreed to by the parties. You and we agree to submit to the personal jurisdiction of any or state or federal court in the state of Minnesota to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

How to Opt-out of Agreement to Arbitrate. If you don’t agree to arbitrate, you may opt-out within 30 days of first agreeing to these terms by sending a letter to us. The letter must specify your first and last name, Username, mailing address, and state that you are opting out of this arbitration provision.  Send the letter to UnitedHealth Group, Attention: Legal Intake (MN-008-T502), 9900 Bren Road East, Minnetonka, MN 55343.

Exceptions to Agreement to Arbitrate. Either you (or we) may assert claims in the small claims court in Hennepin County, Minnesota or any other U.S. county in which we have a principal business address, provided the informal dispute resolution described above was unsuccessful and the claim is eligible to be filed. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Online Services or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal resolution process described above. The agreement to arbitrate does not apply to (a) disputes about the existence or extent of your health benefits or coverage; or (b) to claims that may not be arbitrated as a matter of law.  Arbitration does apply to all other claims relating to these Terms or the Online Services including: (a) the interpretation, formation, performance, or breach of the Terms; (b) whether any part of the Terms is void or voidable; (c) whether a claim is subject to arbitration; and/or (d) whether arbitration has been waived due to litigation conduct.   

Arbitration Procedures. The arbitration will be conducted by a single arbitrator, governed by the Consumer Arbitration Rules of the American Arbitration Association (“AAA”), (https://www.adr.org/Rules) unless otherwise agreed to by the parties. You may also obtain the Consumer Arbitration Rules by calling AAA at 1-800-778-7879, TTY 711.

Arbitration and Attorney's Fees.  Payment of all filing, administration, and arbitrator costs and expenses imposed by AAA will be governed by the Consumer Arbitration Rules, provided that if you are initiating an arbitration against us and the value of the relief sought is $10,000 or less, then we will advance all filing, administrative and arbitration costs and expenses imposed by AAA (subject to reimbursement if the arbitrator finds the arbitration to be frivolous). You are responsible for all other additional costs that you may incur in the arbitration including attorney's fees and expert witness costs unless we are otherwise specifically required to pay such fees under applicable law. The decision of the arbitrator will be in writing and binding and conclusive on us and you, and judgment to enforce the decision may be entered by any court of competent jurisdiction. You agree that dispositive motions, including without limitation, motions to dismiss and motions for summary judgment, will be allowed in the arbitration. The arbitrator must follow these rules and can award the same damages and relief as a court, including injunctive or other equitable relief and attorneys’ fees. You and we agree not to seek any attorneys’ fees and expert witness costs unless the arbitrator finds that a claim or defense was frivolous or asserted for an improper purpose. Applicable law may allow the arbitrator to award attorneys’ fees and costs to the prevailing party.

Except as explicitly provided in these Terms, if any clause within these arbitration provisions is found to be illegal or unenforceable, that clause will be severed from these arbitration provisions, and the remainder of the arbitration provisions will be given full force and effect. The terms of these arbitration provisions will also apply to any claims asserted by you against any present or future parent or affiliated company of ours arising out of use of the Online Services.

No Class Actions. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS

BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT, INCLUDING YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. YOU UNDERSTAND THAT BY AGREEING TO THIS ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST US AND OUR RELATED PARTIES IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. IF YOU DO NOT AGREE TO ARBITRATION, YOU SHOULD OPT OUT OF THIS ARBITRATION PROVISION PER THE TERMS. OTHERWISE, YOU ARE NOT AUTHORIZED TO USE THE ONLINE SERVICES IN ANY WAY.

If any court or arbitrator determines that this “No Class Actions” section is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above will be deemed null and void in their entirety and the parties will be deemed to have not agreed to arbitrate disputes.

Changes to this Section

We will provide 30 days’ notice of any changes to this section. Amendments will become effective thirty days after we provide such notice. If a court or arbitrator decides that this subsection on “Changes to this Section” is not enforceable or valid, then this subsection will be severed from the section entitled “Resolving Disputes” and the court or arbitrator will apply the first “Resolving Disputes” section in existence after you began using the Online Services.

Survival

This “Resolving Disputes” section will survive any termination of your account, enrollment in any program, eligibility for coverage, or the Online Services.

TERMINATION; GOVERNING LAW; LEGAL JURISDICTION; SURVIVAL

You may terminate this Agreement by providing us written notice of such termination and discontinuing your access or use of our Online Services. We may terminate this Agreement and your right to access or use our Online Services, at any time, with or without cause. The laws of the State of Minnesota govern this Agreement, without regard to conflict of law principles. You submit to the exclusive jurisdiction of the courts in the State of Minnesota and waive any jurisdictional venue or inconvenient forum objections to such court. All provisions, which, by their nature survive, shall survive termination of this Agreement.

Copyright © 2020 UnitedHealth Group, Incorporated. All rights reserved. Last Revision: May, 2020

 

 

EXHIBIT A

PROVIDER API TERMS OF USE AGREEMENT

These Terms of Use (these “TOUs”) constitute a legally binding agreement between (a) you, the person using the Application Program Interface (“API”), and (b) us.  “We”, “our”, “us”, “United”, and related terms refer to United HealthCare Services, Inc. and its affiliated entities. “You” or “your” refer to the person using the API Services and the organization or entity on whose behalf you are using the API Services.

  1. Purpose; Restrictions on Use. You desire to use the API services (the “API Services”) to access certain Confidential Information (as defined below) to efficiently perform eligibility checks, facilitate electronic transmission of claims, check on reconsiderations, and verify appeals status related to any one or more of the following: (a) your provision of covered services to patients whom we insure; (b) related communications with us; and (c) other permissible payment or health care operational functions under the Health Insurance Portability Act of 1996 (HIPAA) (collectively, the “Purpose”). You agree that we may take any measures we deem appropriate, in our sole discretion, to prevent the violation of, and to enforce, these TOUs.
  1. General Agreement. You agree to these TOUs by using the API Services. It is your responsibility to review these TOUs each time you use our API Services. You agree to any changes to the TOUs by your continued use of the API Services.
  1. Provider Agreement. If you have an existing agreement (the “Provider Agreement”) with us, the API Services you use and the Confidential Information (defined below) you access are subject to the terms and conditions of that Provider Agreement and these TOUs. If there is a conflict between these TOUs and the Provider Agreement, the terms most protective to us shall control.
  1. License. The access to and use of Confidential Information is licensed to you and not sold. We grant you a non-exclusive, revocable, non-transferable, non-sublicensable, limited license to access and use the Confidential Information solely for the Purpose.
  1. Representation and Warranties. You represent and warrant to us that: (a) you are a Covered Entity as defined under HIPAA, and have or had a treatment relationship with the individual whose medical information you will access (each, a “Patient”); (b) you are whom you portray yourself to be when you use the API Services; (c) we have authorized your use of the API Services; (d) you will use the API Services and Confidential Information only for the Purpose; (e) you have obtained the necessary and proper consents required from your Patients to view, send and/or receive medical information, as applicable, through our API Services; and (f) if you have a business associate agreement with a vendor to perform certain services for you which require your vendor to access the Confidential Information via the API Services on your behalf, you will require vendor to (A) enter into its own agreement accepting these TOUs; and (B) immediately notify us if the service agreement with the vendor terminates or expires so we can prohibit vendor’s further access and use of the API Services.
  1. Confidentiality. In using our API Services, you may be able to view, send and/or receive confidential health information, including, but not limited to: (a) patient health plan, medical and claims information that contains Protected Health Information  as defined under HIPAA; and (b) other confidential and proprietary information (collectively, the “Confidential Information”). In addition to your confidentiality obligations under the Provider Agreement, you agree to maintain the security and privacy of all Confidential Information as required under law and under this Agreement.  You shall restrict access to Confidential Information for the Purpose only. You will promptly notify us in the event you become aware of any violations of this provision, including, but not limited to, any violations of any vendor with whom you have a service agreement to access or use the API Services on your behalf.   
  1. Restrictions on Use of API Services and Confidential Information. You shall not: (a) use our API Services in any way not explicitly permitted by these TOUs; (b) use the Confidential Information for any other reason except for the Purpose; (c) copy, modify or create derivative works, or harvest data or materials from the Confidential Information; (d) use the API Services or Confidential Information for commercial purposes or in any manner that would compete with any of our products or services; (e) directly or indirectly authorize anyone else to take actions prohibited in this section; and (h) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the API Services.
  1. No Warranties. The claims status, eligibility, coverage, and any other information from the API Services is provided to you for your convenience only on an “as is” and “as available” basis and is subject to change. Eligibility, coverage and payment terms for Patients to whom you provide health or medical services are governed by your applicable Provider Agreement.  We disclaim all warranties of any kind, either express or implied, statutory or otherwise, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement as it relates to our provision of the API Services.
  1. Limitation of Liability. You release us from, and waive all liability against us arising from or attributable to, any and all claims, demands, causes of action, whether direct or indirect, or any other loss or liability arising from or related in any way to: (a) our provision and your access or use of the API Services; and (b) our release and/or your use of Confidential Information.
  1. Indemnification. In addition to any obligations to indemnify us under an applicable Provider Agreement, you agree to indemnify and hold harmless, and defend, us, our directors, officers, employees, independent contractors, agents and suppliers (each, an “United Indemnified Party”) from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, attorneys’ fees and court costs (collectively, “Losses”), incurred by a United Indemnified Party arising from or related to any of the following: (a) your use of API Service; (b) your use of any Confidential Information, (c) your breach of these TOUs or an applicable law; or (d) any claims your use of the API Services violated or infringed any third party intellectual property or proprietary rights.
  1. Termination; Governing Law; Survival. We may terminate this Agreement and your right to access or use our API Services, at any time, with or without cause. The laws of the State of Minnesota govern this TOU. The obligations under this TOU shall survive termination of this TOU.
  1. This TOU Controls. If there is any conflict between this TOU and the Terms, as it regards to the use of the API Services, the terms and conditions in the TOU shall control.

 

 

EXHIBIT B

VENDOR AND BILLING ENTITY API TERMS OF USE AGREEMENT

This Terms of Use Agreement (this “TOUs”) constitute a legally binding agreement between (a) you, the person using the Application Program Interface (“API”), and (b) us.  “We”, “our”, “us”, “United”, and related terms refer to United HealthCare Services, Inc. and its affiliated entities. “You” or “your” refer to the person using the API Services and the organization or entity on whose behalf you are using the API Services.

  1. Purpose; Restrictions on Use. You desire to use the API services (the “API Services”) to access certain Confidential Information (as defined below) to efficiently perform eligibility checks, facilitate electronic transmission of claims, check on reconsiderations, and verify appeals status, or performing other permissible payment and/or health care operational purposes as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) on behalf of a Covered Entity (as defined below) with whom you have a business associate agreement (the “Purpose”). You agree that we may take any measures we deem appropriate, in our sole discretion, to prevent the violation of, and to enforce, these TOUs.
  1. General Agreement. You agree to these TOUs by using the API Services. It is your responsibility to review these TOUs each time you use our API Services. You agree to any changes to the TOUs by your continued use of the API Services.
  1. Confidentiality. You acknowledge that through our API Services you may be able to view, send and/or receive confidential health information, including without limitation health plan, medical and claims information ("Health Information") on United Members.  You also acknowledge that this Health Information contains protected health information (PHI) as defined under HIPAA, as well as our confidential and proprietary information (collectively, the “Confidential Information”). You agree to maintain the security and privacy of all Confidential Information, and Confidential Information shall be held in strictest confidence. You shall ensure that access to Confidential Information shall be limited to your employees on a "need to know" basis and that such Confidential Information will be used solely for the Purpose. You agree to comply with all applicable laws and regulations while using our API Services or the Confidential Information. You also agree to promptly notify us in the event you become aware of any violations of this provision.  
  1. The access to and use of Confidential Information is licensed to you and not sold. We grant you a non-exclusive, revocable, non-transferable, non-sublicensable, limited license to access and use the Confidential Information solely for the Purpose.
  1. Representation and Warranties. You represent and warrant to us that: (a) you have a service agreement the meets the requirements of a business associate agreement under HIPAA under which you are obligated to perform certain services on behalf of a covered entity (the “Covered Entity”) which requires you to access the Confidential information (the “Service Agreement”); (b) under this Service Agreement, you have express authorization to access the Confidential Information on behalf of the Covered Entity; (c) the Service Agreement includes a business associate agreement and confidential information provisions that prohibit you from using the Confidential Information in a way that conflicts in any way with the confidentiality obligations under these TOUs; (d) you are who you portray yourself to be when you use the API Services; (e) you will use the API Services and the Confidential Information only for the Purpose; (f) you, or the Covered Entity on whose behalf you are accessing the API Services, have obtained the necessary and proper consents required for you to view, send and/or receive the medical information, as applicable, through our API Services; and (g) you will immediately notify us if the Service Agreement terminates or expires, and you will immediately cease accessing and using the API Services.
  1. Business Associate Agreement with Covered Entity. In addition to these TOUs, you are bound by the terms and conditions of the business associate agreement included in your Service Agreement.
  1. Restrictions on Use of API Services and Confidential Information. You shall not: (a) use our API Services in any way not explicitly permitted by these TOUs; (b) use Confidential Information for any other reason except for the Purpose; (c) copy, modify or create derivative works, or harvest data or materials from the Confidential Information; (d) use the API Services or Confidential Information for commercial purposes or in any manner that would compete with any of our products or services; (e) directly or indirectly authorize anyone else to take actions prohibited in this section; and (f) attempt to decipher, decompile, disassemble or reverse engineer any of the software used in the API Services.
  1. No Warranties. The claims status, eligibility and coverage information from the API Services is provided to you for your convenience only on an “as is” and “as available” basis and is subject to change.  We disclaim all warranties of any kind, either express or implied, statutory or otherwise, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement as it relates to our provision of the API Services.
  1. Limitation of Liability. You release us from, and waive all liability against us arising from or attributable to, any and all claims, demands, causes of action, whether direct or indirect, or any other loss or liability arising from or related in any way to: (a) our provision and your access or use of the API Services; and (b) our release and/or your use of Confidential Information.
  1. Indemnification. You agree to indemnify and hold harmless, and defend, us, our directors, officers, employees, independent contractors, agents and suppliers (each, an “United Indemnified Party”) from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, attorneys’ fees and court costs (collectively, “Losses”), incurred by a United Indemnified Party arising from or related to any of the following: (a) your use of the API Services; (b) your use of any Confidential Information; (c) your breach of these TOUs or applicable laws; or (d) any claims your use of the API Services violated or infringed any third party intellectual property or proprietary rights.
  1. Termination; Governing Law; Survival. We may terminate this Agreement and your right to access or use our API Services, at any time, with or without cause. The laws of the State of Minnesota govern this TOU. The obligations under this TOU shall survive termination of this TOU.
  1. This TOU Controls. If there is any conflict between this TOU and the Terms, as it regards to the use of the API Services, the terms and conditions in the TOU shall control.