Last updated: December 26th, 2024
PLEASE READ THESE TERMS AND CONDITIONS (THE "TERMS") CAREFULLY AS THEY DESCRIBE THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AND SERVICES MADE AVAILABLE AND/OR PROVIDED BY PROVIDER PASSPORT, INC., A DELAWARE CORPORATION (HEREINAFTER "COMPANY", "WE", "OUR" OR "US").
Company offers a cloud-based healthcare administration platform for payer enrollment, credentialing, privileging, peer review, and provider data management. The platform aggregates and verifies provider data from various state, federal, commercial, and payer websites or data sources, or data entered by Company's clients.
These Terms govern the use of the website located at https://www.providerpassport.co (the “Website” or “Platform”), including all services provided through the Website, your use of interactive features, applications, related mobile applications, content, downloads, devices/equipment, and/or other services that we own and control and that post a link to these Terms (each individually, a “Service” and collectively the “Services”). These Terms apply to all users of the Services, including without limitation users who are browsers and/or contributors of content. Visiting our Website constitutes your electronic signature on this agreement (the “Agreement”) and your consent to execute this Agreement electronically.
By visiting our Website, registering an account, or paying for or using any Service, (1) you acknowledge that you have read, understand, and agree to be bound by this Agreement, (2) you represent that you are eighteen (18) years of age or older, and (3) you represent that you have the authority to enter into this Agreement, personally or if you have named a company, on behalf of that company (you or any such company, the “Client”, “you”, or “Customer”), and to bind the Client to the terms of this Agreement. If you do not agree to all terms and conditions of this Agreement, or if you do not have such authority, you must not accept this Agreement or access the Services.
To the extent there is a conflict between this Agreement and any additional agreement you have signed with Company (an “Additional Agreement” or “Additional Terms”), this Agreement will control unless the Additional Agreement expressly states otherwise.
Any new features or tools which are added to the Services shall also be subject to this Agreement. You can review the most current version of the Terms at any time on this page: https://providerpassport.co/terms. We reserve the right to update, change, or replace any part of these Terms by posting updates and/or changes to our Website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Services following the posting of any changes constitutes acceptance of those changes.
Throughout these Terms, You and Company may be referred to individually as the “Party”, or collectively, the “Parties”.
By using the Website or any Service, you acknowledge and accept our privacy policy located at https://providerpassport.co/privacy-policy (the “Privacy Policy”) and consent to the collection and use of your data in accordance with the Privacy Policy.
Company provides sophisticated software solutions tailored for the healthcare industry, encompassing distinct modules pertaining to provider management, monitoring, verification, licensing, and enrollment ("Software Modules"). The Services offered are described in detail in the applicable service description provided in each order form ("Order Form").
Company does not provide legal, accounting, investment, tax, medical, or personal advice. Any representation or implication to the contrary is expressly disclaimed. You should consult your own legal, accounting, investment, tax, and medical experts before using our Website or any Service.
Company aggregates provider data from various state, federal, commercial, and payer websites or data sources. While Company endeavors to ensure the accuracy and completeness of the aggregated data, it does not originate this data and therefore cannot guarantee its accuracy or completeness. Clients should independently verify the accuracy of such data where necessary.
Client is responsible for ensuring the accuracy and completeness of any data they enter into the Platform. Company does not verify the accuracy of Client-entered data and is not liable for any inaccuracies or omissions in such data.
By using any Service, you consent to receive from Company, all communications including notices, agreements, legally required disclosures, or other information in connection with the Services (collectively, “Contract Notices”) via your mailing address, email, telephone, SMS text messages, push notifications, or facsimile number provided by you when creating an account. Company may provide the electronic Contract Notices by posting them on the Website or other Service.
Your consent to receive communications from Company includes consent to receive communications from third parties working on behalf of Company for the purpose of providing the Services. However, this consent is limited to communications directly related to the Services you receive from Company.
If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Services. Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent.
You agree to notify us of any changes in your address or other contact details. Company may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. You also acknowledge that these communications may be monitored and/or recorded for quality assurance purposes, and you expressly consent to being monitored or recorded.
Company may share your contact information with third parties for the purpose of sending you communications only if you have provided explicit consent for such third-party messaging. If you do not provide such explicit consent, third parties will not be allowed to send you communications based on the consent you provided to Company. To stop receiving phone calls or text messages from third parties, please email us at info@providerpassport.co.
Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means.
You are obligated to review the Services periodically for changes and modifications and agree not to contest the admissibility or enforceability of the Website or Service’s electronically stored copy of these Terms in any proceeding arising out of these Terms, except where such Terms have been modified in accordance with this Agreement.
You agree and represent that you have a suitable computer with internet access, an email address, and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
Company will provide Services as described in each applicable “Service Description” contained in the Order Form. For the purposes of this Agreement, “Service Description” shall mean each document periodically updated and incorporated herein that contains a description of any Services.
In order to use the Services, you may be required to register. You agree to provide accurate, current, and complete information in connection with your registration and use of the Website (the “Registration Data“) and agree to maintain and promptly update your Registration Data as necessary to maintain its accuracy. You may not use someone else's name, a name that violates any third party right, or a name that is obscene or otherwise objectionable. Company reserves the right to suspend or terminate access to and use of the Website, or any portion thereof, on the basis of inaccurate or incomplete Registration Data. Client agrees to pay the fees and expenses set forth in the Service Description of the Service(s) purchased by Client and as set forth in this Agreement.
You will safeguard your username and password. You are responsible for all activity occurring under or relating to your account. You will notify us immediately if you learn of any unauthorized use of your username and password or any other known or suspected breach of security.
By using the Services, you acknowledge and agree that you have not previously been prohibited from using the Services by Company and your use is in compliance with all applicable laws and regulations.
This Agreement will be in effect and binding upon you during any use of the Services.
CLIENT UNDERSTANDS THAT PAID SERVICES MUST BE PAID IN FULL AND IN ADVANCE AND NO REFUNDS WILL BE PROVIDED FOR EARLY TERMINATION. ALL SALES ARE FINAL AND ALL REQUESTS FOR REFUNDS WILL BE REJECTED. CLIENT AGREES TO BE RESPONSIBLE FOR ANY AND ALL FEES, INCLUDING LEGAL FEES, INCURRED BY COMPANY AND ASSOCIATED WITH CREDIT CARD CHARGE DISPUTES BROUGHT BY YOU IN AN ATTEMPT TO GET A REFUND.
Nothing mentioned herein will limit any additional rights and remedies available to Company at law or in equity arising out of your failure to make payments owed for Services.
All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Either Party may terminate this Agreement upon a verified material breach by the other Party. The terminating party must provide written notice of the breach and allow a forty-five (45) day period for the breaching party to cure the breach. If the breach is not cured within the specified period, the Agreement may be terminated immediately.
Upon termination of this Agreement, all rights and licenses granted to the Client will immediately cease. Client must discontinue all use of the Services and return or destroy any confidential information obtained during the term of the Agreement. Termination will not affect any rights or obligations that accrued prior to the termination date. Upon the termination of the Services, we shall undertake commercially reasonable efforts to facilitate the offboarding process, which includes providing the Client with access to their data in a format deemed accessible and usable by industry standards. Such data provision shall be conducted in a manner designed to minimize disruption to the Client's operations. The Client acknowledges and agrees that they shall bear any costs incurred on their end associated with the data transfer, while we will not impose any charges for facilitating the transfer. We shall not be liable for any delays, errors, or omissions in the data transfer process, nor for any consequential, incidental, or indirect damages arising therefrom. The Client agrees to cooperate fully with us during the offboarding process to ensure a smooth transition. Our obligations under this section are subject to the Client's compliance with all outstanding payment obligations and other terms of the agreement.
Client access to Services is on a limited, non-exclusive, non-transferable basis only during the term of this Agreement.
Client will ensure that each user that it allows to access the Services will comply with this Agreement as well as all applicable laws. Client will terminate any user’s access to Services (i) when a user ceases to perform work on behalf of Client or (ii) if a user breaches any term of this Agreement. Client is responsible for all acts and omissions of any user in which Client grants access to the Services. Company reserves the right to restrict or terminate a user’s access to Services if Company determines, in its reasonable discretion, that such access has an adverse effect on Company, including, without limitation, with respect to Company’s business or Services.
Client is and will remain the sole and exclusive owner of all right, title, and interest in and to all information, data, and other content provided by Client to Company to enable the provision of the Services.
Client irrevocably grants all rights and permissions in or relating to Client’s intellectual property, to Company and any of its employees, officers, directors, agents, independent contractors, service providers, or subcontractors (the “Representatives”) (i) as are necessary or useful for Company to perform the Services and exercise its rights hereunder, (ii) to use to improve and enhance the Services and for other developmental, diagnostic, and corrective purposes in connection with the Services or other offerings; and (iii) for any other purposes set forth herein.
For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Company is engaged and any personal information about Client. Confidential Information includes all non-public information regarding Company’s business.
Confidential Information does not include information that:
Recipient agrees to hold and maintain Confidential Information in strictest confidence for the sole and exclusive benefit of the other Party. Recipient shall carefully restrict access to Confidential Information to themselves and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Recipient shall not, without prior written approval of the other Party, use for its own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the other Party, any Confidential Information. Recipient shall return to the other Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately upon written request for such.
The nondisclosure provisions of this Agreement shall survive the termination of this Agreement, and Recipient’s duty to hold Confidential Information in confidence shall remain in effect until the Party who rightfully owns the Confidential Information sends Recipient written notice releasing Recipient from this Agreement, whichever occurs first.
Certain portions of this section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. Client and Company agree that the Parties intend that this section satisfies the “writing” requirement of the Federal Arbitration Act.
If any controversy, allegation, or claim arises out of or relates to any Service, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, the “Dispute”), or to any of Company’s actual or alleged intellectual property rights (an “Excluded Dispute”), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this section. Your notice to us must be sent via email to: info@providerpassport.co. For a period of sixty (60) days from the date of receipt of notice from the other Party, Company and Client will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either Client or Company to resolve the Dispute or Excluded Dispute on terms with respect to which Client and Company, in each of their sole discretion, are not comfortable.
If the Parties cannot resolve a Dispute as set forth in this section (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN CLIENT AND COMPANY (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY SERVICE PURCHASED FROM COMPANY OR AVAILABLE ON OR THROUGH ANY SERVICE.
The Federal Arbitration Act (the “FAA”), not state law, shall govern the arbitrability of all disputes between Company and Client regarding these Terms (and any Additional Terms) and the Company Services, including the “No Class Action Matters” clause below.
BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY.
Company and Client agree, however, that the applicable state, federal, or provincial law, as contemplated in the governing law clause below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between Client and Company regarding these Terms and the Company Services, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles.Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (the “AAA”), except as modified herein, and the arbitration will be administered by any private arbitration service chosen by Company in the state of Delaware. If a party properly submits the Dispute to the designated arbitration service for formal arbitration and the arbitration service is unwilling to set a hearing, then either Party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (the “JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that the Parties consent to in writing. If an in-person arbitration hearing is required, then it will be conducted in Delaware. However, if a Party demonstrates that in-person hearing is prohibitive, or if circumstances such as natural disasters, pandemics, or other force majeure events make in-person attendance impractical or impossible, that Party may request that the arbitration be conducted via video conferencing or other remote communication methods, subject to agreement by the Parties or determination by the arbitrator. The Parties will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Company to pay a greater portion or all of such fees and costs in order for this section to be enforceable, then Company will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual Party seeking relief and only to the extent to provide relief warranted by that Party’s individual claim. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. This arbitration provision shall survive termination of these Terms or the Company Services. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF CLIENT OR COMPANY WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN THEY MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN THIS SECTION) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED.
Commencing means, as applicable: (a) by delivery of written notice as set forth above in this section; (b) filing for arbitration as set forth in this section; or (c) filing an action in state or federal court.
The foregoing provisions of this section will not apply to any legal action taken by Company to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to any Service, Company’s intellectual property rights (including such Company may claim that may be in dispute), or Company’s operations.
CLIENT AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION.
Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to this section. Notwithstanding any other provision of this section, any and all issues relating to the scope, interpretation, and enforceability of the class action waiver provisions contained herein, are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions. Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or federal court in the State of Delaware. Accordingly, Client and Company consent to the exclusive personal jurisdiction and venue of such courts for such matters. You agree that regardless of any statute or law to the contrary, any claim or cause of action against Company arising out of or related to this Agreement must be filed within one year after such claim or cause of action arose, or be forever barred.
Small claims matters are not excluded from the arbitration requirement. Any claims for ten thousand and 00/100 dollars ($10,000.00) or less may not be filed in small claims court but are subject to this section.
If an in-person arbitration hearing is required, then it will be conducted in Delaware. However, if a Party demonstrates that in-person hearing is prohibitive, or if circumstances such as natural disasters, pandemics, or other force majeure events make in-person attendance impractical or impossible, that Party may request that the arbitration be conducted via video conferencing or other remote communication methods, subject to agreement by the Parties or determination by the arbitrator.“
You may not use our Services for any illegal or unauthorized purpose nor may you, in the use of our Services, violate any laws in your jurisdiction.
The Parties will each separately maintain effective compliance programs consistent with the relevant compliance guidelines set forth by any applicable state or federal government. The Parties will cooperate with each other to provide accurate and full responses to any material inquiry or concern of either Party related to compliance and to any reasonable request by either Party for clarification or documentation.
Client must verify the accuracy, completeness, and appropriateness of all information entered into or selected in any Service, including information from any “Third-Party Items,” before such information is utilized. For the purposes of this Agreement, “Third-Party Items” means the third-party products and services incorporated into any Service and sublicensed to Client hereunder.
Client represents and warrants to Company that, to the best of its knowledge (i) all data it provides to Company or that it selects in any Service are accurate and in conformity with all legal requirements; and (ii) Company is duly authorized to receive, use, and disclose such data subject to the terms of this Agreement.
Use of and access to any Services is at the sole risk and responsibility of Client.
Company shall not be liable for any action or inaction of Client which may give rise to liability.
Company warrants to Client that, to Company’s knowledge, Service functionality, when used properly and as expressly authorized by Company, does not infringe any valid patent, registered copyright, or other registered intellectual property right under the laws of the United States, provided that Company makes no warranty to the extent that such infringement results from (i) use or access of Service by Client in combination with any data, software, or equipment provided by Client or any third party that could have been avoided by use or access of Services without such data, software, or equipment or (ii) any breach of any agreement by, or any negligent or other wrongful act or omission of, Client or any third party acting on behalf of Client.
Except as otherwise expressly provided herein, Company undertakes no obligation to provide error-free or fault-free items or Services, and Services are provided “as is” with all faults and defects.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT TO ANY SERVICE OR ITEM PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM CONDUCT, COURSE OF DEALING, CUSTOM, OR USAGE IN TRADE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY WILL NOT BE LIABLE UNDER ANY LEGAL THEORY FOR INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSSES; LOST PROFITS OR BUSINESS OPPORTUNITIES; OR THE COST OF PROCUREMENT OF SUBSTITUTE ITEMS OR SERVICES.
Client hereby acknowledges that the remedies set forth herein are reasonable and will not fail of their essential purpose. The foregoing does not affect any liability that cannot be excluded or limited under applicable law.
The Services contain a variety of: (i) materials and other items relating to Company and its Services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Services, and the compilation, assembly, and arrangement of the materials of the Services and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of Company (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively, “Content”).
The Services (including past, present, and future versions) and the Content are owned or controlled by Company, our licensors and/or certain other third parties. All right, title, and interest in and to the Content available on or through the Services is the property of Company or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Company owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Website and Services.
Subject to your strict compliance with these Terms and any Additional Terms, Company grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other internet-enabled device (each, a “Device”) for your personal, non-commercial use only. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content; and (ii) may be immediately suspended or terminated for any reason, in Company’s sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.
When using any Service, you must respect the intellectual property and other rights of Company and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. If you believe that your work has been infringed by means of an improper posting or distribution of it on or through any Service, then please see Section 22 below.
Company will have the unrestricted and permanent right to use and implement all ideas, advice, recommendations, or proposals of Client with respect to the Services in any manner and in any media.
This Agreement will be governed by the laws of the state of Delaware, without regard to its conflicts of laws principles.
In order to cooperate with governmental requests, subpoenas, or court orders, we may access and disclose any information we consider necessary or appropriate, including, without limitation, your information, IP address, and usage history. We will provide the Client with notice of such need for access or disclosure and afford the Client the opportunity to object and seek protective orders as the Client deems appropriate, provided, however, that the Company is precluded from notifying the Client pursuant to such subpoena or court order. Additionally, the Company shall not be liable for any failure to provide notice due to circumstances beyond its control, such as natural disasters or other force majeure events. The Company shall not be liable for any disclosures made in good faith compliance with such requests, and the Client agrees to indemnify the Company against any claims arising from such disclosures. In order to protect our systems, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including and without limitation, your information, IP address, and usage. Our right to disclose any such information is governed by these Terms, our Privacy Policy, and applicable law.
The Website and our Services are controlled, operated, and administered by Company from our offices within the USA. If you access the Website from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use Company’s content accessed through the Website in any country or in any manner prohibited by any applicable laws, restrictions, or regulations. Company makes no representation that all products, services, and/or material described or available through the Website are appropriate or available for use in locations outside the United States or all territories within the United States.
While we strive to ensure that the information on our Services is accurate and up-to-date, there may be occasional typographical errors, inaccuracies, or omissions related to Service descriptions, pricing, promotions, offers, or other items. We reserve the right to correct any such errors, inaccuracies, or omissions and to update or change information as needed. If necessary, we may also cancel orders if any information on the Services or related Services is found to be inaccurate, even after an order has been submitted. We will endeavor to provide notice of such changes when possible. The material provided on our Services is intended for general informational purposes only. It should not be relied upon as the sole basis for making decisions without consulting more accurate, complete, or timely sources of information. We encourage you to verify any information before relying on it, as any reliance on the material is at your own risk.
We reserve the right to limit the sales of our Services to any person, geographic region, or jurisdiction, and may exercise this right on a case-by-case basis. We may modify or discontinue any Service, and while we strive to provide prior notice of such changes, it may not always be possible. Any offer for any Service made on this Website is void where prohibited. We shall not be liable for any modification, suspension, or discontinuance of a Service. All payments for Services must be made via ACH or wire transfer. Prior to purchasing any Service, you may be required to provide us with valid payment information necessary to process the transaction and, if applicable, authorization to set up recurring payments. By submitting such information, you authorize us to process the payment at our convenience but within a reasonable timeframe. You agree to pay the applicable price, including any sales taxes and surcharges, at the time of order submission. Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering. You are responsible for ensuring that sufficient funds are available for the transaction. We are not responsible for, and do not reimburse, fees for insufficient funds, ACH return fees, or any other fees incurred. You agree to pay all fees and charges incurred in connection with your purchases, including any applicable taxes, at the rates in effect when the charges were incurred. You are responsible for paying any taxes or charges imposed on your purchases, including, but not limited to, sales, use, or value-added taxes. You represent and warrant that you have the necessary legal authorization to use the payment method provided.
We may provide you with access to third-party products or tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such products or tools” as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party products or tools.
Any use by you of optional products or tools offered through the Services is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which products or tools are provided by the relevant third-party provider(s).
Subject to the other requirements and limitations, the business records of Company and all other records, electronic or otherwise, created or maintained by Company in performance of the Agreement will be and remain the property of Company, even though they may reflect or contain Client information, confidential business information of Client, or other information concerning or provided by Client. All de-identified information created by Company in compliance with this Agreement will belong exclusively to Company, provided that Client will not hereby be prevented from itself creating and using its own de-identified information. Client agrees that this section of the Agreement is valid only to the extent that it does not violate any applicable law.
The Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim subject to indemnification. However, exceptions to this requirement may apply if the Indemnified Party is unable to provide notice due to circumstances beyond their control, such as natural disasters or emergencies. Additionally, if the delay in providing notice does not prejudice the Indemnifying Party's ability to defend against the claim, the requirement for prompt notice may be waived.
Each party ("Indemnifying Party") agrees to defend, indemnify, and hold harmless the other party ("Indemnified Party"), including its affiliates, subsidiaries, and each of their respective directors, officers, employees, shareholders, managers, agents, vendors, licensors, licensees, contractors, partners, suppliers, successors, and assigns, from and against any and all liabilities, lawsuits, actions (civil, criminal, government or otherwise), claims, damages, losses, costs, investigations (such as by local, state, and federal government agencies), judgments, fines, penalties, settlements, and expenses, including reasonable attorneys’ fees, that directly or indirectly arise from or are related to:
The Indemnifying Party reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by it, in which event the Indemnified Party will assist and cooperate with the Indemnifying Party in asserting any available defenses. Notwithstanding the foregoing, neither party will settle any Claims and Losses in a manner that imposes any liability or obligation on the other party without the other party's prior written consent, which shall not be unreasonably withheld.
Third-party links on the Services may direct you to third-party sites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or sites, or for any other materials, products, or services of third parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party sites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
If, at our request, you send certain specific submissions or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Feedback”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Feedback that you forward to us, provided that we shall not publish, distribute, or otherwise expose any protected personal information received from you, or your Confidential Information, in accordance with applicable privacy laws and confidentiality agreements. We are and shall be under no obligation (1) to maintain any Feedback in confidence; (2) to pay compensation for any Feedback; or (3) to respond to any Feedback.
Company will remove infringing materials in accordance with the Digital Millennium Copyright Act (the “DMCA”) if properly notified that any material infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify Company in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. § 512(c)(3), for more information):
Under the Copyright Act, any person who knowingly materially misrepresents that material is infringing may be subject to liability.
If you fail to comply with these notice requirements, your notification may not be valid.
Please note that this procedure is exclusively for notifying Company and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
Allegations that other intellectual property rights are being infringed should be sent to info@providerpassport.co.
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Questions about the Terms should be sent to us at:
Provider Passport, Inc.
Attn: Legal Department
16192 Coastal Highway,
Lewes, DE, 19958
Email: info@providerpassport.co
Client will not (i) access or use Services in connection with the provision of any services to third parties (except the provision of health services by Client to its own patients); (ii) resell, lease, encumber, copy, distribute, publish, exhibit, or transmit any portion of the Services or client account information to any third party; (iii) derive specifications from, reverse engineer, reverse compile, disassemble, translate, record, or create derivative works based on the Services or any content contained therein; (iv) use Services in a manner that delays, impairs, or interferes with system functionality for others or that compromises the security or integrity of any data, equipment, software, or system input or output; (v) enter data in the Services that is threatening, harmful, lewd, offensive, defamatory, or that injures or infringes the rights of others; (vi) apply systems to extract or modify information on the Website or in the Services using technology or methods such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”; or (vii) use the Services or any part or aspect of them for any unlawful purpose or to mislead or harass anyone. Use of or access to the Services not in accordance with the Terms of this Agreement is strictly prohibited.
Company may, in its sole discretion, limit or suspend permission to access or use Services immediately if the terms of this section are violated.
Additionally, Client understands and agrees (i) that Client is responsible for all of Client’s activity in connection with Client’s use of any Service; (ii) that Client is prohibited from impersonating any person or entity, including any employee or representative of Company; (iii) that Client is prohibited from circumventing any security-related feature of any Service, including those designed to limit copying or reproduction of the Content; (iv) that Client is prohibited from taking any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large burden or load on Company’s or its third-party providers’ infrastructure; (v) that Client is prohibited from interfering or attempting to interfere with the proper working of any Service or any activities conducted on any Service; and (vi) that Client is prohibited from bypassing any measures Company may use to prevent or restrict access to any Service (or other accounts, computer systems, or networks connected to any Service).
We do not monitor or control the content posted on or through the Company Services, and we cannot take responsibility for such Content.
AS OUR SERVICES EVOLVE, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER SUCH SERVICES MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING SUCH SERVICES UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE OUR WEBSITE OR A SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN-APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SITE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF ANY SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS.
Therefore, you should review the posted terms of use and any applicable Additional Terms each time you use a Service (at least prior to each transaction or submission). The Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used a Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised, or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the Services and the email you associated with your account for notices, and you agree that the means set forth in these Terms are all reasonable manners of providing you with notice. You can reject any new, revised, or Additional Terms by discontinuing the use of the Services.
Company complies with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations in the handling of Protected Health Information (PHI). By using our Services, you acknowledge and agree that Company may use and disclose your PHI as permitted by HIPAA.
For more detailed information about how we handle PHI and your rights under HIPAA, please refer to our Privacy Policy.
Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.
Neither Party will assign this Agreement without the written consent of the other, provided that Company may assign this Agreement with no less than ninety (90) days prior notice as part of a corporate reorganization, consolidation, merger, change of control with respect to its outstanding stock, or sale of substantially all of its assets, and provided further that the assigning Party and the assignee will remain liable for any unperformed obligations under this Agreement arising prior to the effective date of any such transaction.
This Agreement will be binding on the Parties and their successors and permitted assigns.
Nothing contained in this Agreement will be construed to create a joint venture, partnership, or like relationship between the Parties, and their relationship is and will remain that of independent Parties to a contractual service relationship.
In no event will either Party be liable for the debts or obligations of the other Party.
Except as explicitly set forth herein, none of the provisions of this Agreement will be for the benefit of or enforceable by any third party.
Section titles are for convenience only and will not affect the meaning of this Agreement.
No failure by a Party to insist upon the strict performance of any term or condition of this Agreement or to exercise any right or remedy hereunder will constitute a waiver.
If any term or provision of this Agreement is invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such other term or provision.
The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.
Company reserves the right, without any limitation, to: (i) investigate any suspected breaches of any Service security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms and any Additional Terms; (iii) investigate any information obtained by Company in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms and any Additional Terms; and (vi) discontinue any Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Company under these Terms or any Additional Terms. Upon suspension or termination of your access to any Service, or upon notice from Company, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of such Service.
Client understands that Client’s content (not including credit card or HIPPA information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card and HIPPA information is always encrypted during transfer over networks.
Except for obligations to pay fees hereunder, no delay, failure, or omission by either party to carry out or observe any of its obligations hereunder will give rise to any claim against such party or be deemed to be a breach of this Agreement if and for as long as such failure or omission arises from any cause beyond the reasonable control of that party.
This Agreement and any agreements referenced and incorporated herein make up the entire agreement between Company and you regarding your use of the Website and supersedes any prior agreements or understandings.
Client has carefully read all this Agreement and agrees that all the restrictions set forth are fair and reasonably required to protect the Company’s interests.