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.
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 shall constitute the entire agreement between you and us pertaining to your use of our Online Services.
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.
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.
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.
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 ("Medical Information") for your patients. In addition to your obligations in the Business Agreement regarding such information, you agree to maintain the security and privacy of patient-related information and agree that all Medical Information shall be held in strictest confidence. You shall ensure that access to Medical Information shall be limited to your employees on a "need to know" basis and that such information will be 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 doing business with us; 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.
RESTRICTION ON USE OF ONLINE SERVICES
- not to use our Online Services or Content in any way not explicitly permitted by these Terms or the Business Agreement;
- not to 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, provided that you reproduce all proprietary copyright and trademark notices;
- not to remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary rights or notices marked on the Online Services;
- not to misrepresent your identity or provide us with any false information in any information-collection portion of our Online Service, such as a registration, enrollment, or application page;
- not to take any action intended to interfere with the operation of our Online Service;
- not to access or attempt to access any portion of our Online Services to which you have not been explicitly granted access;
- not to 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;
- not to 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;
- not to use the Online Services for commercial purposes or in any manner that would compete with any product or service of the Company or any of our affiliates;
- not to 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;
- not to 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)
- not to directly or indirectly authorize anyone else to take actions prohibited in this section
- not to 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;
- not to attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Online Services; and/or
- 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 (i) violate these provisions (or other terms in these Terms), (ii) could expose us or our vendors or business partners to liability, or (iii) 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 alternatively to UnitedHealth Group.
Attn: DMCA Registered Agent
Attn: DMCA Registered Agent
Attn: DMCA Registered Agent
Attn: Legal Department
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.
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 or our affiliate. Payment of claims is not guaranteed by your use of our Online Services, and is governed by the Business Agreement, if applicable, between you and us or our affiliate.
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 (AS DEFINED BELOW) 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"). ANY REFERENCE TO “RELEASED PARTIES” IN THESE TERMS WILL 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. THE RELEASED CLAIMS COVER CLAIMS BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, AND ANY OTHER LEGAL THEORY. 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.
In addition to your obligations, if any, to indemnify us under the Business Agreement, you agree to defend, indemnify and hold us and our affiliates 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.
PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT
- Let's Try to Sort Things Out First. We want to address your concerns without needing a formal legal case. Before filing a claim against us or Released Parties in connection with the terms of this Agreement or the Business Agreement, you agree to try to resolve the dispute informally by contacting email@example.com, if the dispute is with UnitedHealthcare, or Optum or their affiliates We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 30 days of submission, you or we may bring a formal arbitration proceeding as described below.
- We Both Agree to Arbitrate. You and we agree to resolve any claims relating to the terms of this Agreement or the Business Agreement through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below or where prohibited by law. The arbitration shall be held in the state in which you reside. For residents outside the United States, arbitration shall be initiated in Hennepin County, Minnesota, or any other location to which the parties agree, and you and we agree to submit to the personal jurisdiction of any 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.
- Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by sending a letter to us, that must be postmarked within 30 days of your first acceptance of Terms containing an arbitration provision. The letter must specify your first and last name, User ID, mailing address, and explain that you are opting out of this arbitration provision. The letter should be sent to UnitedHealth Group, Attention: Legal Intake (MN-008-T700), 9900 Bren Road East, Minnetonka, MN 55343.
- Arbitration Procedures. The arbitration shall be conducted by a single arbitrator, governed by the rules of JAMS that are in effect at the time the arbitration is initiated available at www.jamsadr.com or by calling JAMS at 1-800-352-5276 (referred to as the "JAMS Rules") and under the rules set forth in these Terms. We may also mutually agree to have the arbitration conducted by telephone or based on written submissions. In the event of a conflict between these Terms and the Business Agreement, the terms of the Business Agreement supersede these Terms.
- Arbitration and Attorney's Fees. Company or Online Services-Related-Parties, as applicable, will pay all arbitration fees for claims less than $75,000, unless the arbitrator finds the arbitration to be frivolous. You are responsible for all other additional costs that you may incur in the arbitration including, but not limited to attorney's fees and expert witness costs unless we are otherwise specifically required to pay such fees under applicable law. For claims that total more than $75,000, the JAMS Rules will govern payment of filing fees and arbitration fees. 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 Terms and can award the same damages and relief as a court, including injunctive or other equitable relief and attorneys' fees. Notwithstanding the foregoing, 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. You understand that, absent this mandatory arbitration provision, you (and we) would have the right to sue in court and have a jury trial. You (and we) further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. If Company or an Online Services-Related Party is the prevailing party in the arbitration, applicable law may allow the arbitrator to award attorneys' fees and costs to that entity.
- If any clause within these arbitration provisions is found to be illegal or unenforceable, that specific clause will be severed from these arbitration provisions, and the remainder of the arbitration provisions will be given full force and effect. In the event some or all of these arbitration provisions are determined to be unenforceable for any reason, or if a claim, dispute or controversy is brought that is found by a court to be excluded from the scope of these arbitration provisions, you (and we) agree to waive, to the fullest extent allowed by law, any trial by jury. 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 to the extent that any such claims arise out of your access to, and/or use of the Online Services, and/or the provision of Content, services, and/or technology on or through the Online Services.
- Exceptions to Agreement to Arbitrate. Either you (or we) may assert claims, if they qualify, in 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. 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 dispute-resolution process described above. For the sake of clarity, the agreement to arbitrate applies only to claims relating to the terms of this Agreement or the Business Agreement. It does not apply to claims that may not be arbitrated as a matter of law or, for example, to disputes about your benefits or coverage that do not relate to the terms of this Agreement or the Business Agreement.
NO CLASS ACTIONS. PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS
- You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. You agree that class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed.
- 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 COMPANY AND ONLINE SERVICES-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.
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.
The Effective Date of these Terms is May 8, 2020.