Terms and Conditions

AGREEMENT

This Organization Access Agreement (“Agreement”) is entered into by and between Iron Road Healthcare (“Iron Road”, “We”, “Us”, or “Our”) and the Organization (“Organization”, “You”, “Your” means a Medical Provider or Provider group that provides medical goods and services to an individual) named herein, a “Covered Entity” as defined in 45 CFR §160.103. Iron Road and You are sometimes hereinafter referred to individually as the “Party” or collectively as the “Parties”. This Agreement governs Your use of Iron Road’s secure web sites (“Site”) including, without limitation, all content and self-service functions (“Services”) made available to You through the Site. This Agreement includes the Terms and Conditions set forth below. This Agreement sets forth the terms and conditions under which You and/or Us (individually or collectively, as applicable) will use, disclose and safeguard information provided by You and/or Us (individually or collectively, as applicable “Covered Entity”) that is deemed to be Protected Health Information (“the PHI”) or Electronic Protected Health Information (“the Electronic PHI”) under federal or state law, including but not limited to the regulations promulgated pursuant to the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the implementing regulations, as amended from time to time, including by certain provisions of the American Recovery and Reinvestment Act of 2009 (“ARRA”) referred to individually as the “HIPAA Privacy Regulations”, and the “HIPAA Security Regulations” and, collectively, as the “HIPAA Regulations”.  

TERMS AND CONDITIONS

1. Definitions.
   1. Administrator is the person identified herein who has legal authority to sign agreements for Organization and who is responsible for setting up and maintaining Users. The Administrator may, from time to time and in the manner prescribed by Iron Road, designate another person to setup and maintain Users, but the Administrator shall retain overall responsibility for setting up and maintaining Users.
   2. A User is a person who has registered to use the Site and that You have authorized to access or use the Services.

2. Services. The Services include the exchange of transactions and/or information accessed through the Iron Road Website Provider Portal.

3. Use. Your access to and use of the Services are permitted solely for Your internal use and benefit to view and submit transactions to Iron Road for medical services You provided; access or use is strictly prohibited.

4. User Access. You must register each User through the online registration process or other process established by Iron Road, which process may change from time to time at Iron Road’s sole and absolute discretion. In addition, each User must execute agreements (“User Agreements”) before receiving access to the Services. Such User Agreements are accessed and acknowledged online by each User upon initial login and establish the Terms of Use and Confidentiality provisions for access to the Site and use of the Services. No user shall receive access to the Site without first accepting the User Agreements. The Administrator may disable access to the Services by a User at any time by revoking the User’s access online or by a written request to Us. You must immediately disable or request that We disable access to the Services by a User when You have security concerns, including but not limited to lost or stolen User ID or Password, disclosure of confidential information, or fraudulent activity. In addition, You must immediately disable access by any terminated employee. If We at any time discover any error or omission in the information provided to Us, We may, in Our sole and absolute discretion, terminate Organization’s or any User’s right to access and use of the Site and the Services. Organization shall not use Iron Road’s Site in a manner which may violate the laws and regulations of the United States or any other nation, or the laws and regulations of any state, city, province, or other jurisdiction in any fashion and shall not transmit any information using the Site unless it has proper consent from the subject of such information to so transfer the information. Iron Road may deny Your access to the Site in the event You breach this Agreement or at any time with or without cause. You are responsible for all acts or omissions by Users, and for any liabilities, losses, damages, injunctions, suits, actions, fines, penalties, claims, or demands of any kind or nature by or on behalf of any person, party, or governmental authority incurred by Us because of any User’s use of the Site.

5. Confidential Information via the Iron Road Provider Portal. Iron Road may make certain claims and medical information (“Patient Health Information”) available to You through the Site via Iron Road’s Provider Portal solely for the purpose of You providing treatment (as defined by the Health Insurance Portability and Accountability Act) to Your patients. The Patient Health Information is provided to You only as a secondary source of information and You acknowledge that because such information is coming only from certain sources and that certain information may not be provided (including, without limitation, because it may be particularly sensitive information), the Patient Health Information that may be provided to You is not intended to be and will not be complete. In addition, You acknowledge that such information may contain errors and agree that, before using any such information, You will verify its accuracy. You further acknowledge and agree that (1) Iron Road is only acting as a connector between You and the providers of such information and that Iron Road is not responsible for the content of the Patient Health Information, (2) You will abide by any additional requirements of which You are notified and accept while on the Site with respect to such Patient Health Information, (3) You will maintain strict confidentiality of the Patient Health Information and will maintain the security of the Patient Health Information and otherwise treat the Patient Health Information in accordance with all-requirements of federal, state and local laws, rules and regulations and (4) You will hold Us and any other intermediaries harmless from, and indemnify and defend Us against, any and all losses, damages, claims, expenses, and costs incurred, as a result of Your use of the Patient Health Information or breach of this Agreement.

6. Security. We require each User to have unique information to identify himself/herself when accessing or using the Services. Currently this unique information is a User ID and Password and later may be a digital certificate. You are solely responsible for (1) maintaining the strict confidentiality of the IDs and Passwords assigned to You and Your Users, (2) instructing Your Users to not allow another person to use their IDs or Passwords to access the Site or Services, and (3) any charges, damages, or losses that may be incurred or suffered because of You or Your Users’ failure to maintain the strict confidentiality of their IDs and/or Passwords. If Organization becomes aware of or suspects fraudulent activity or any other activity that threatens the security of the Site, Organization must immediately revoke the offending User’s access to the site and promptly report the activity to Iron Road.

7. Abusive or Excessive Use. You agree not to submit and view transactions in a manner that We, in Our sole discretion, deem to be excessive or abusive usage. We will monitor Your usage monthly, and We will notify You if such usage issues are identified. Parties agree to work in good faith to remediate any such issues. To the extent the issue is not resolved within thirty (30) days of Our notice to You, We may utilize technical measures to prevent such usage and may suspend or terminate the connection if We determine, in Our sole discretion, that Your use is abusive or excessive. If We do not suspend or terminate the connection, We reserve the right to charge You a fee on a per transaction basis.

8. Third Party Access and Scraping. You agree not to provide any third-party access to the Site. In addition, You agree that You will not use technology or methods commonly referred to as “screen scraping”, “data scraping”, “web scraping”, “web emulation”, or “web bots” (collectively the “Scraping Methods”) when accessing or using the Site, including but not limited, when You view or submit medical transactions. In the event that You use any of the Scraping Methods, We may utilize technical measures to prevent such usage and may, in Our sole discretion, suspend or terminate the connection.

9. Intellectual Property Ownership. You agree that We (or third parties providing content or services for the Site) own all worldwide rights, titles, and interests in and to the Site and all intellectual property rights therein. You may print a copy of the information contained on the Site for Your professional use only, but You may not reproduce or distribute the text or graphics to others or substantially copy the information on Your own server, or link to the Site, without prior written permission of Iron Road. All rights not expressly granted in this Agreement are reserved to Us. No other rights or licenses are conveyed or intended by this Agreement.

10. General Disclaimers. The site and the services are provided to you on an “as is” basis, and Your use thereof is at Your own risk. In no event will Iron Road be liable to You or any other party for any direct, indirect, special, or consequential damages arising out of any use of the site, or any other hyper-linked web site. This includes without-limitation, any lost profits, business interruption, loss of-program or data on your equipment, or other damages of any nature, even if Iron Road is expressly advised of the possibility or likelihood of such damages.

11. General Indemnity. You agree to defend, indemnify, and hold Us harmless against any losses, expenses, costs, or damages (including Our reasonable attorney’s fees, expert fees, and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to (1) as outlined in this Agreement, (2) Your breach of the terms of this Agreement, (3) Your unauthorized or unlawful use of the Site or the Services, (4) the unauthorized or unlawful use of the Site or the Services by any other person using Your IDs or Passwords, and (5) any breach or unauthorized use of this Site or the Services of any person or entity that You delegate functions or User access to with regard to this Site or the Services.

12. Waiver. It is understood and agreed that no failure or delay by a Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

14. Miscellaneous. Iron Road reserves the right to access, read, copy, delete, and disclose information on Iron Road systems and equipment.

15. Governing Law Venue. This Agreement shall be governed by the laws of the State of Utah, without regard to its conflicts of laws provisions. Any dispute relating to this Agreement, the Site, or the services shall be brought only in a federal or state court sitting in Salt Lake County, Utah.