The Agreement with SystemsTX, LLC

Welcome to the VerifyTXTM software-as-a-service (SAAS) and software applications associated therewith (hereinafter the “Services,” or “Service”). The purpose of the Services is to automate and assist you with electronic verification of individual health insurance eligibility and benefits (hereinafter the “Health Insurance Information”) for a potential or current healthcare patient (hereinafter the “Individual”). Such assistance includes, but is not limited to, handling certain tasks of inputting information including, but not limited to, healthcare practice identity information, the Individual’s name, identity information, health insurance, health information, and potential treatment information to verify and obtain data associated with the Individual’s health insurance eligibility and benefit information in a quick and efficient manner.

The Services are operated by SystemsTX, LLC (hereinafter “we,” “us,” “SystemsTX,” or “our”) and the content on or provided by the Services is owned by us, unless otherwise indicated herein. As used herein, the term “SystemsTX” refers to SystemsTX, LLC. and its officers, subsidiaries, affiliates, parent companies, joint ventures, and any other corporate entities under common ownership, successors, assigns, directors, officers, agents, service providers, suppliers, and employers.

Please read these Terms and Conditions as they constitute a legally binding agreement that governs your use of the Services. This Agreement with SystemsTX (hereinafter the “Agreement,” or “Terms and Conditions”), together with any additional terms, updates, supplements, and all SystemsTX rules and policies to which you, the user (hereinafter “User,” “Insurance Verifier,” “Healthcare Representative,” “Healthcare Practice,” ‘you,” or “your”), agree to when registering for and/or using the Services—for which said Terms and Conditions may be updated periodically and reflected in the interface of the Services—constitute the entire agreement regarding the Services that includes legally binding terms and conditions governing your license to use the Services. These Terms and Conditions apply to all persons who use these Services, regardless of their level of participation. SYSTEMSTX DOES NOT GIVE MEDICAL ADVICE, NOR DOES IT PROVIDE MEDICAL OR DIAGNOSTIC SERVICES. BY ACCESSING AND/OR USING VERIFYTXTM, OR OTHER LINKS PROVIDED BY SYSTEMSTX YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT (the “Terms of Use”). IF YOU DO NOT AGREE TO THE TERMS OF USE AND CONDITIONS OF USE STATED HEREIN, PLEASE IMMEDIATELY LEAVE THIS SERVICE OR SITE.

You are registering for and will be using our proprietary Services developed by SystemsTX, and its agents, to access SystemsTX systems, databases, applications, processes, and other SystemsTX assets. User acknowledges that in exchange for use of the Services, User will be charged a fee/cost as agreed upon by you and SystemsTX. Therefore, the (i) terms and conditions stated herein, and (ii) any updated terms and conditions in the future and accessible in the interface of the Services (hereinafter referred to in their collective as “Terms and Conditions”) apply to the registration and any license to use and/or access the Services, including the services and/or software applications associated therewith.

Acceptance of Terms

By using the Services in any way, you are agreeing to comply with these Terms and Conditions. In addition, when using the Services, you agree to abide by any applicable SystemsTX rules and policies, which may change from time to time. Should you object to any term or condition of the THE AGREEMENT; any rules, policies, statements, or guidelines provided by SystemsTX governing use of the Services; or any subsequent modifications thereto or become dissatisfied with SystemsTX in any way, your only recourse is to immediately discontinue use of our Services. SystemsTX has the right, but is not obligated, to strictly enforce the Terms and Conditions through self-help, active investigation, litigation, and prosecution.

Acceptance of the Terms and Conditions can be, but is not required to be, met by (i) clicking a button indicating you accept or agree to the terms and conditions; (ii) downloading any portion of the Services; and (ii) accessing and/or using any portion of the Services. By registering for and/or using the Services, you also agree that you have read, understand, and accept the Terms and Conditions and you affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and Conditions, and to abide by and comply with these Terms and Conditions. You acknowledge these Terms and Conditions are a binding and enforceable agreement between you and SystemsTX.

By using the Services, you also agree that you will not use the Services for any purpose that is unlawful or in contravention of these Terms and Conditions. SystemsTX reserves the right to change the Terms and Conditions from time to time without notifying you. If you object to any such changes, your sole recourse shall be to cease using the Services. Continued use of the Services following the effective date of any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the Terms and Conditions of such changes.  SystemsTX may cease all or part of the Services at any time without notice and is not obligated to refund any monies received from you. If you do not agree to any of these Terms and Conditions, please do not register for or use the Services. To ensure your compliance with the above, we recommend you review the Terms and Conditions accessible in the user interface of the Services.

Use of the Services

By accessing or using the Services, you accept and agree to these Terms and Conditions and the Data Collection and Privacy Policy. If you are a Covered Entity as defined in the Health Insurance Portability and Accountability Act of 1996 (hereinafter “HIPAA”), you accept and agree to the Business Associate Agreement. You warrant that you are not prohibited from receiving products of U.S. origin, including services or software. You must provide all equipment and software necessary to connect to the Services and, including, but not limited to, a computing device that is suitable to connect with and use the Services.  You are responsible for any fees, including Internet connection or mobile fees that you incur when accessing the Services.

User will use the Services only in connection with the conduct of User’s business as a healthcare representative or healthcare provider. The Services will at all times be and remain in the possession and control of authorized healthcare representatives and providers. You agree that you will restrict access to and use of the Services to authorized healthcare representatives and providers and authorized employees thereof, unless otherwise agreed to by SystemsTX in writing.

The Services shall at all times be used and operated by the User under and in compliance with the laws of the jurisdiction in which the Services may be provided, and in compliance with all lawful acts, rules, and regulations and orders of any commissions, boards or other legislative, executive or judicial bodies or officers having power to regulate or supervise the use of the Services.

In order to access and/or use our Services, you may be required to create an account. You agree that you will keep and maintain your account credentials (e.g., Employer Identification Number (hereinafter “EIN”) or National Provider Information (hereinafter “NPI”) and password confidential and that you will not disclose your account credentials to any third-parties outside of your Healthcare Practice. You agree to immediately notify us in the event of any unauthorized access to or use of your account or other breach of security. You agree that you are responsible for all activities that occur under your account, whether the activities were performed by you or performed by an unauthorized third-party.

You warrant and agree that you will not use information obtained from the Services for patient brokering. You also agree not to share the Individual’s Health Insurance Information with any unauthorized user in any manner.

Our Services are intended to assist you with obtaining the Health Insurance Information of the Individual who may be treated by your Healthcare Practice; however, you understand that we are not your agent or representative. Use of the Services does not remove User’s sole responsibility and liability for making treatment and/or patient admissions decisions based on the Individual’s Health Insurance Information, obtaining payments from the Individual for any and all healthcare treatments, medications, durable medical equipment, and any other service provided by your Healthcare Practice, or any other activities associated with a healthcare practice or product. You are responsible for monitoring such activities to ensure accuracy, completeness, and compliance with any applicable rules and regulations. SystemsTX will attempt to obtain the Health Insurance Information accurately; however, you agree that you are solely responsible and liable for verifying the accuracy of the Health Insurance Information gathered through use of the Services. You acknowledge that the Health Insurance Information obtained through the Services is for informational purposes only and not a guarantee of payment, authorization, or acceptance by the Individual’s health insurance company. You agree that failure to independently verify the Health Insurance Information may cause the User to incur a significant cost, which you agree SystemsTX is neither responsible for nor liable for.

Changes in the Individual’s Health Insurance Information may occur. You acknowledge and agree that you are solely responsible for communicating with the Individual’s health insurance company and you agree to indemnify SystemsTX against any claim, demand, and/or liabilities, including costs and expenses, asserted by the Individual or any third-party, resulting from or arising out of such changes to the Individual’s Health Insurance Information. By accessing and using our Services, you agree to bear all risks associated with use of our Services. You agree that SystemsTX is not responsible for the Individual’s health insurance coverage responsibilities or the Individual’s health insurance payment responsibilities.

You acknowledge that HIPAA governs the use and transmission of individually identifiable health information, including setting rules for health care providers and health insurance companies about who can look at and receive an individual’s health information. To that end, you acknowledge that you are responsible for compliance with HIPAA regulations. SystemsTX’s Business Associate Agreement for Covered Entities is accessible here. By using the Services, you agree to the terms of this Business Associate Agreement.

You understand that each healthcare payer may have terms and conditions, privacy policies, and other rules and restrictions associated with covering the cost of an insured individual’s medical expenses (hereinafter “Health Insurance Coverage Policies”). You agree that it is your sole responsibility to review and comply with these Health Insurance Coverage Policies. You agree that SystemsTX is not responsible for any violations of the Health Insurance Coverage Policies and you agree to indemnify SystemsTX against any claim, demand, and/or liabilities, including costs and expenses, asserted by any third-party healthcare payers, resulting from or arising out of such violations of the Health Insurance Coverage Policies as a result of your use of the Services.

User represents and warrants that your use of the Services does not conflict with any third-party agreements and you agree to indemnify and hold harmless SystemsTX in the event that your use of the Services violates or conflicts with such third-party agreements.

Privacy

SystemsTX respects your privacy and the privacy of the Individual and is committed to protecting it. SystemsTX’s full data collection and privacy statement is accessible here. The privacy statement explains SystemsTX’s policies and practices regarding your information. It is through this disclosure that SystemsTX intends to provide you with a level of comfort and confidence in how it collects, uses, and safeguards personal and other information it collects or that you provide through these Services, and how you can contact us if you have any questions or concerns. It is our sincere hope that by explaining our data handling practices that SystemsTX will develop a trusting and long-lasting relationship with you. By using the Services, you agree to the terms of this data collection and privacy statement.

Fees

The fees to register for use of the Services are free of charge. Upon acceptance of the Terms of Use, SystemsTX will provide you with twenty five (25) initial verifications free of charge. Thereafter, you may purchase verifications to obtain the Health Insurance Information. One verification is equivalent to one Health Insurance Information verification request. Each verification purchased by you will expire one year from the date of purchase. ALL PURCHASES ARE FINAL. NO REFUNDS ARE PERMITTED FOR ANY REASON.

You are responsible for any fees incurred in connection with your use of these Services. For example, your Internet service provider may charge you access or data fees for your use of their services in connection with data transmission. Contact your provider for more information regarding their data rates and fees.

Coupon Redemption

As part of this Agreement, while maintaining an active account for use of the Services, SystemsTX may provide from time to time a coupon code (hereinafter the “Coupon Code”) redeemable for a specified service offering as stated on the Coupon Code, e.g., a discounted health verification package or request. The Coupon Code may be offered through, without limitation, electronic mail, print advertising, and/or tangible marketing material. The Coupon Code may only be redeemed by you for the offering stated on the Coupon Code and such Coupon Code will expire upon the date listed on the Coupon Code. The Coupon Code will never have a cash value and cannot be redeemed for cash under any circumstances. SystemsTX reserves the right to, without prior notice, cancel the Coupon Code offerings at any time.

Other Conditions/Restrictions

The following restrictions apply to the use of the Services:

  1. You shall not use our Services for patient brokering;
  2. You shall not use our Services to obtain and share Protected Health Information, including Electronic Protected Health Information (hereinafter referred to collectively as “PHI”), as defined in the HIPAA, with an unauthorized user as set forth in further detail below;
  3. You shall not rely on the Services when making healthcare treatment decisions;
  4. You shall independently verify the Individual’s Health Insurance Information obtained as a result of the Service;
  5. You shall treat your account credentials as confidential information and not disclose your account credentials to anyone outside of the Healthcare Practice;
  6. You shall refrain from any public or private comments that you will share SystemsTX’s technology or processes with others;
  7. You shall not use the Services if you are located in a country embargoed by the United States or if you are on the U.S. Treasury Department’s list of Specially Designated Nationals;
  8. In connection with your use of the Services, you will not engage in any activity that may create a risk of injury, death, property damage, and/or liability of any kind;
  9. When accessing and/or using the Services, you shall not inflict emotional distress on any person, humiliate any other person, assault or threaten any other person;
  10. You shall not sublicense, rent, lease, sell, trade, gift, bequeath, or otherwise transfer your account to anyone without SystemsTX’s written permission; and
  11. You shall not access or use an account that has been sublicensed, rented, leased, sold, traded, gifted, bequeathed, or otherwise transferred from the original account creator without SystemsTX’s written permission.

System Requirements, Maintenance, Updates, and Limitations on Service

Use of the Services requires a computing device that is compatible with the Services and may require obtaining updates or upgrades from time to time in order to continue using the Services. Because use of the Services involves hardware, software, and Internet access, your ability to use the Services may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility. You acknowledge and agree that SystemsTX is not responsible for supplying you with hardware necessary to use the Services.

SystemsTX reserves the right, in its sole discretion, to change, improve, correct, modify, suspend, discontinue or permanently cancel the operation of the Services or portions thereof at any time without any notice to you, and without incurring any obligations or liabilities to you or to any third-party. Your use of these Services after any changes are posted will be considered acceptance of such changes. The Services may not be available during maintenance breaks and other times. SystemsTX reserves the right to modify or discontinue, temporarily or permanently, any aspect of the Services for any reason and without notice. You agree that SystemsTX is not responsible for any costs, loss of revenue, or loss of business of any kind as a result of maintenance of the Services, or as a result of the Services being inaccessible for any other reason.

The version of the Services’ software may be upgraded from time to time to add support for new functions and services, improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions (hereinafter “Enhancement(s)”). You agree to receive such updates (and permit SystemsTX to deliver these to you) as part of your use of these Services.

In any such event when and if SystemsTX provides Enhancements to the Services, User shall accept any SystemsTX Enhancements to or for the Services. In the event that there is or will be an incremental cost increase in a material amount to the Services associated with the Enhancement, the amount of said incremental cost increase shall be acceptable to SystemsTX and User. SystemsTX does not guarantee that we will continue to support any version of our Services for which you initially received a license for.

It is User’s obligation to work with SystemsTX (or designate an approved contact) which SystemsTX and its support vendors can work with to resolve any issues upon which you provide us sufficient notice of. The determination of whether the notice is sufficient will be made solely by SystemsTX, and such determination shall not be unreasonably withheld. User will provide power and high speed Internet access for any equipment utilizing any of the services or products associated with the Services. SystemsTX is not responsible for issues involving an Internet Service Provider and User or any other third parties which make changes to User’s network via direct (change) or indirect (outage) action.

Limited License

Unless and to the extent indicated otherwise, the Services and all materials and information (“Materials”) contained on the Services (including past, present and future versions) and all content that is included in, on or that are otherwise a part of the Services are owned, controlled or licensed by SystemsTX. The contents of the Services and Materials, including the selection, coordination and arrangement of the Services and Materials, are protected by, or subject to protection by, worldwide copyright, trademark, patent, trade secret, and/or other proprietary rights, laws and treaty provisions whether or not a copyright notice or other proprietary mark is present. You agree to comply with all copyright laws worldwide in your use of these Services and Materials. Except as expressly provided herein, SystemsTX does not grant any express or implied right to you under any patents, trademarks, or copyrights.

Subject to your continued compliance with the Terms and Conditions, SystemsTX grants you a non-exclusive, non-transferable, limited right to access, view, and use these Services and Materials for your Healthcare Practice only. All rights, title, and interest in the Services and Materials not expressly granted to you in these Terms and Conditions are reserved by SystemsTX. You agree not to dispute SystemsTX’s claims of ownership or validity of its rights to the Services and Materials.

SystemsTX may suspend or terminate any and all of your rights and authorization at any time for any reason. If you violate any of the Terms and Conditions, your rights under this Section will terminate at the sole discretion of SystemsTX and SystemsTX may terminate your access to the Services and Materials without notice and without any refund of fees.

Any right or authorization granted to you by SystemsTX is subject to the following obligations and restrictions:

  1. you must retain, on all copies of the Materials downloaded, all copyright and other proprietary notices contained in the Materials and the Services;
  2. you may not copy, reprint, modify, distribute, translate, port, publish, sublicense, assign, transfer, sell, lease or otherwise distribute the Materials or the Services in any way or reproduce or publicly display, perform, or otherwise use them for any public purpose or any other purpose than your Healthcare Practice;
  3. you may not commercially exploit the Services, Materials nor underlying data, including without limitation, (i) creating derivative works of the Materials and the Services, (ii) using any data mining, robots, or similar data gathering and extraction tools on the Materials or the Services, (iii) creating a database, systematically downloading, storing any or all of the Materials from the Services or the Services itself, (iv) linking or framing any portion of the Materials, (v) extracting, deriving or attempting to extract or derive any source code or structure of all or any portion of the Materials or the Services by reverse engineering, disassembly, decompilation or any other means, or (vi) using other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Materials or the Services provided by SystemsTX;
  4. you may not transfer the Materials or Services to any other person without the written consent of SystemsTX;
  5. you may not use the Services or Materials with other content or in a manner that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, or contains explicit or graphic descriptions, nor may your use victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  6. you may not register for or use the Services or Materials in a manner that impersonates any other person, business or entity, including SystemsTX, and its employees and agents;
  7. you may not interfere, try to interfere, disrupt, or try to disrupt the SystemsTX servers or networks, or disobey any network access or security requirements, policies, directives, procedures, or regulations of SystemsTX or its representatives and agents who facilitate your use of the Services;
  8. you may not use the Services or Materials as a means to engage in conduct that reflects poorly upon, disparages or devalues SystemsTX’s reputation or goodwill, as determined in SystemsTX’s sole discretion; and
  9. you may not establish a link or otherwise hold yourself out as an exclusive user of the Services or suggest an affiliation with, approval of, or endorsement by SystemsTX when none exists.

SystemsTX reserves all rights not expressly granted to you under the Terms and Conditions.

  • Third-Party Information

The Services may contain links to third-party websites that are not owned or controlled by SystemsTX (“Third Party Websites”). SystemsTX has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any Third Party Websites. In addition, SystemsTX will not and cannot censor or edit the content of any Third Party Website. By clicking on links, you expressly relieve SystemsTX from any and all liability arising from your use of any Third Party Website, or from the content of any Third Party Website. When using a Third Party Website, you should be aware when you leave the Services and read the terms and conditions and privacy policy of each Third Party Website that you visit.  Your linking to any Third Party Website is at your own risk and you agree that you must evaluate, and bear all risks associated therewith.

  • User Content

If you communicate to us any support requests, feature requests, ideas, suggestions, documents, and/or proposals (hereinafter “Ideas”), you do so voluntarily and with no expectation of compensation of any kind, or confidentiality. By communicating any Ideas to us, you grant SystemsTX ownership of the Ideas to use for any purpose and in any way, at SystemsTX’s sole discretion. You understand that SystemsTX may have similar ideas under consideration and/or in development now or in the future. We do not warrant that you will receive any compensation, discount, or any special benefit as a result of sharing the Ideas with us.

  • Termination of Service

For the purposes of the Agreement, termination will not affect, in any way, any provision of the Agreement, and/or the Data Collection and Privacy Statement, and/or the Business Associate Agreement (hereinafter referred to collectively as the “Agreements”) relating to SystemsTX’s ownership in the Services, any covenants relating to the misappropriation, misuse or improper use or operation of the content and information contained therein, indemnification/hold harmless, limitation of liability, or any independent cause of action SystemsTX may have against User, as the same survives the termination of any or all of the Agreements.

The Term of the Agreements and the License is one year commencing on the first date that the Services are available for use by the User (the “Effective Date”). Unless otherwise stated herein, the Term shall automatically extend for additional, consecutive one-year periods, unless both parties mutually agree, in writing, to elect to terminate the Agreements prior to the end of the Term. If the Agreements are desired to be terminated by User for any reason, it must provide no less than sixty (60) days’ prior written notification to SystemsTX.

You agree that SystemsTX, in its sole discretion, has the right (but not the obligation) to deactivate your account, or otherwise terminate your access to or use of the Services, immediately and without notice, for any reason, including, without limitation, if SystemsTX believes that you have acted inconsistently with the letter or spirit of these Terms and Conditions. Further, you agree that SystemsTX shall not be liable to you or any third-party for any termination of your access to the Service. Further, you agree not to attempt to use the Services after said termination, unless otherwise permitted by SystemsTX in writing.

Assignment and Delegation

The Agreements may not be assigned by User in whole or in part without the prior written consent of SystemsTX. SystemsTX may delegate its duties and obligations under the Agreements to others. SystemsTX may assign the Agreements at any time and without any notice to User.

  • Intellectual Property and Other Proprietary Rights

All intellectual property associated with the Services is and will remain owned by SystemsTX and User does not obtain any rights or interests in the Services other than those expressly given to User in the Terms and Conditions.

To the extent that any software (defined in its broadest sense) is developed or changed by User or its agents, assigns, or representatives in violation of any of the covenants herein, User agrees to grant, assign, transfer, and convey, and hereby grants, assigns, transfers, and conveys, to SystemsTX all right, title, and interest that said party has, or will have, to said modified software. User agrees to assist SystemsTX, at SystemsTX’s expense, to perfect SystemsTX’s ownership right, title, and interest in the inventions (whether patentable or not), copyrights, or other developments, including executing any documents and answering questions.

The Services are copyrighted, or subject to copyright protection, by SystemsTX and is not to be copied or otherwise distributed without the written permission of SystemsTX. User agrees to only use the Services for the purposes and subject to the terms and conditions in the Agreements. User shall not permit any third party, i.e., non-employee of the Healthcare Provider, to gain access to the Services, without the written permission of SystemsTX.

The Healthcare Provider shall not copy, nor permit to be copied, any version of the Services, including screen shots thereof, for any purpose other than for educational/training purposes for employees of the Healthcare Provider. Additionally, Healthcare Provider shall not, nor allow a third-party to—including any individual for which said Services is used for, reverse engineer, disassemble, de-compile, decipher, sell, sublicense, modify, adapt, translate, or transmit the Services, or any website or service offered with or for the Services, in any form or by any means without written consent from SystemsTX. Violation of any restrictions in the Agreements by User shall entitle SystemsTX or any agent of SystemsTX to take possession of the software and/or for SystemsTX to terminate the Services and the Agreements for the breach. The Services are and shall remain the exclusive property of SystemsTX.

The content and compilation of content included in the Services, such as sounds, text, graphics, logos, icons, images, audio clips, digital downloads and software, are the property of SystemsTX, or its licensors, and are protected by United States and international copyright laws. Such copyright protected content cannot be reproduced without SystemsTX’s express written permission. SystemsTX reserves all rights not expressly granted in the Agreements. You will not take any action to jeopardize, limit or interfere with SystemsTX’s intellectual property rights in the Software, Services, Products and/or SystemsTX Websites and Applications.

Any reproduction, modification, creation of derivative works from or redistribution of the Services, or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of SystemsTX. You further agree not to reproduce, duplicate or copy Content from the Services without the express written consent of SystemsTX, and agree to abide by any and all copyright notices displayed on the Services. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Services. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Services.

SystemsTX’s trademarks and trade dress may not be used in connection with any product or service that is not SystemsTX’s, in any manner that is likely to cause confusion among consumers, or in any manner that disparages or disverifications SystemsTX. You are not permitted to and shall not register or use any trade name, trademark, logo, domain name or any other name or sign that incorporates any of SystemsTX’s intellectual property (in whole or part) or that is confusingly similar thereto.

The VerifyTX™ name, and all trademarks and logos displayed on these Services are owned or used under license by SystemsTX or constitute nominal or statutory fair use of said trademarks and logos. These trademarks include, but are not limited to, the VerifyTX™ trademark and associated logos. The unauthorized use of any trademark displayed on these Services is strictly prohibited.

  • Confidentiality

Unless otherwise indicated in writing by SystemsTX, User will use the highest degree of care to prevent disclosing to others the information and data furnished by SystemsTX under the Agreements. In addition to your obligation to safeguard confidential information in accordance with this section, you acknowledge that PHI requires special safeguarding and agree to abide by the laws of your company, state, and HIPAA regarding the protection and disclosure of PHI.

This obligation shall continue so long as the Agreements are in effect and for a period until the information no longer remains confidential. Confidential information shall not include any information that: (i) is or becomes generally publicly known through no wrongful act on User’s part; (ii) is already known to User without a third party’s disclosure restriction at the time of a disclosure by SystemsTX hereunder, and as evidenced by a written document(s) predating SystemsTX’s disclosure to User; (iii) is rightfully received by User from a third party without breach of the Agreements; (iv) is furnished to a third party by SystemsTX without a duty of confidentiality; (v) can be proven to have been independently developed by you without access to any confidential information by User prior to the commencement of the relationship contemplated hereunder, and as evidenced by a written document(s) predating SystemsTX’s disclosure to User; or (vi) is explicitly approved for release by written authorization of SystemsTX. In the event of applicability of or reliance by User on subsection (ii), (iii) and/or (v) above, User must notify SystemsTX within ten (10) days of disclosure by SystemsTX or (10) from execution of the Agreements, whichever is later, or else User will be said to have waived its right and ability to rely on any one or more of these three subsections. User may disclose the information and data hereof to third parties if this is required for User to fulfill its duties under the Agreements and such third parties have agreed to conditions at least as stringent as those contained herein.

  • Notices

Any notice, consent, approval, request or other communication required to be given under the Agreements shall be in writing and shall be deemed effective (1) upon receipt if delivered by hand to an authorized individual to accept correspondences on behalf of SystemsTX or (2) when sent by certified or registered mail, return receipt requested.

In general, communications to SystemsTX may be made to:

support@verifytx.com

Disclaimer to Terms and Conditions

SystemsTX may at any time revise these Terms and Conditions by updating this posting. You are bound by such revisions and should therefore visit this page to review the current Terms and Conditions from time to time.

YOU AGREE THAT YOUR USE OF THESE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SYSTEMSTX, AND THEIR AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SHAREHOLDERS, AND REPRESENTATIVES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE SERVICES AND YOUR USE THEREOF. SYSTEMSTX, AND THEIR AGENTS, MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT AND THE PROCESSES PROVIDED BY THESE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR THE PROCESSES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, INSURANCE INFORMATION, AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD-PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR PROCESSES OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES AND ANY PROCESSES PROVIDED BY THE SERVICES. SYSTEMSTX DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SYSTEMSTX WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NEITHER SYSTEMSTX NOR THEIR AGENTS ARE PROVIDING ANY LEGAL, TAX, MEDICAL, COUNSELING, ACCOUNTING, INVESTMENT, FINANCIAL OR ANY OTHER PROFESSIONAL SERVICES OR ADVICE.

User also acknowledges and agrees that AS TO SYSTEMSTX, (i) USER ACCEPTS THE SERVICES AS-IS, AND THAT SYSTEMSTX HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION OR WARRANTY OR COVENANT WITH RESPECT TO FITNESS, MERCHANTABILITY, CONDITION, QUALITY, DURABILITY OR SUITABILITY OF ITS SOFTWARE, SERVICES, OR ANY CONTENT, IN ANY RESPECT OR IN CONNECTION WITH, OR FOR THE PURPOSES AND USES OF USER, OR AS TO TITLE THERETO OR ANY OTHER REPRESENTATION OR WARRANTY OR COVENANT OF ANY KIND OF CHARACTER, EXPRESS OR IMPLIED WITH RESPECT THERETO; and (ii) THAT IN NO EVENT SHALL SYSTEMSTX, OR ANY SUB-CONTRACTOR, SALESPERSON, OR AUTHORIZED SERVICE PROVIDERS HIRED BY SYSTEMSTX IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENTS, BE LIABLE TO USER OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY (WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES OR LOSSES HAS BEEN NOTIFIED TO SYSTEMSTX), FOR ANY DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR FOR LOST PROFITS, BUSINESS INTERRUPTION, SAVINGS, REVENUES, LEGAL COSTS AND/OR EXPENSES, OTHER ECONOMIC LOSS, LOSS OF (OR COST OF SUBSTITUTE) EQUIPMENT OR MATERIALS OF ANY KIND WHATSOEVER, WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, IN ANY MANNER IN CONNECTION WITH: (i) THE USE OF OR ANY PROCESSES RELATED TO THE SERVICES; (ii) FOR ANY PURCHASE, USE OR LICENSE OF ANY COMPUTER SOFTWARE; (iii) FOR ANY DATA FURNISHED UNDER OR AS A RESULT OF THE AGREEMENTS; (vi) THE DURATION IN WHICH HEALTH INSURANCE INFORMATION IS EFFECTIVE; (v) ANY INACCURACIES IN THE HEALTH INSURANCE INFORMATION; (vi) ANY OF YOUR TREATMENT DECISIONS; OR (vi) ANY OTHER ACTIVITIES ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES. SYSTEMSTX’S MAXIMUM LIABILITY TO USER ARISING FROM OR RELATED TO SYSTEMSTX UNDER THIS AGREEMENT SHALL BE LIMITED TO THE SUMS PAID BY USER TO SYSTEMSTX UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE TIME THE CAUSE OF ACTION AROSE.

  • Release and Covenant Not to Sue

To the maximum extent permitted by applicable law, you hereby release, and waive all claims and demands against SystemsTX and its officers, subsidiaries, affiliates, parent companies, joint ventures, any other corporate entities under common ownership, successors, assigns, directors, officers, agents, service providers, suppliers, and employers for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising out of or in any way connected with use of the Services.

Third Party Disputes

You are solely responsible for any activities related to your independent verification of health insurance information, whether or not performed through the Services. SystemsTX reserves the right, but has no obligation, to become involved in any way with third party disputes, including, but not limited to, disputes between individuals and health insurance companies, individuals and health care practices, and health insurance companies and health care practices. If you have a dispute with one or more third parties, you release SystemsTX and its officers, subsidiaries, affiliates, parent companies, joint ventures, any other corporate entities under common ownership, successors, assigns, directors, officers, agents, service providers, suppliers, employees, and employers from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such third party disputes, including, without limitation, any intellectual property dispute or any dispute over health insurance information.

  • Force Majeure

SystemsTX shall not be liable for any delay or failure to provide the Services resulting from causes outside the reasonable control of SystemsTX, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond SystemsTX control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

  • Indemnity and Hold Harmless

By using these Services you agree that you will defend, indemnify, and hold harmless SystemsTX, together with its subsidiaries, affiliates, parent companies, joint ventures, any other corporate entities under common ownership, successors, assigns, directors, officers, agents, service providers, suppliers, employees, and employers, from and against all the liabilities, liens, actions, claims, costs, taxes, damages and expenses (including reasonable attorneys’ fees and costs) if any third party brings a claim against SystemsTX in connection with, or arising out of (i) your breach of the Terms and Conditions; (ii) your violation of any law, rule or regulation of the United States or any other country; (iii) your infringement or violation of the rights of any third parties (including intellectual property rights); (iv) your use of the Services; (v) any other party’s access and use of the Services with your account credentials or other appropriate security feature; or (vi) violation of any laws related to the HIPAA. SystemsTX reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and, in such case, you shall agree to cooperate with SystemsTX’s defense of such claim.

Arbitration

We look forward to a long and mutually productive relationship with you. However, if you become dissatisfied for any reason with the fees charged or the Services, we encourage you to bring that to our attention immediately. It is our belief that most such problems can be resolved by good faith discussions between the parties. Nevertheless, it is always possible that some dispute may arise which cannot be resolved by discussions between us. We believe that such disputes can be resolved more expeditiously and with less expense to all concerned by binding arbitration than by court proceedings.

Any dispute between you and SystemsTX (including, without limitation, any individual currently employed or formerly employed by SystemsTX) shall, at the sole discretion of SystemsTX, be subject to binding arbitration. In addition, all questions regarding the arbitrability of the dispute, including whether you and/or SystemsTX has agreed to arbitrate the dispute, shall be decided by such arbitration. This agreement to arbitrate all disputes between us applies even if some person or entity claims that this Agreement is void, voidable or unenforceable for any reason. By agreeing to arbitrate, all parties are waiving jury trial.

The arbitration shall be held in Broward County, Florida, before a mutually acceptable arbitrator, pursuant to the rules of arbitration of the American Arbitration Association. You consent to personal jurisdiction in Florida and venue in Broward County in any action, and agree to waive the right to proceed in any other jurisdiction or forum concerning a dispute between the parties or relating to this Agreement. This agreement to arbitrate shall survive the termination of the Services or this Agreement.

  • Miscellaneous

This Agreement, including the Data Collection and Privacy Statement, and/or the Business Associate Agreement, together with any additional terms to which you agree when using any aspect of these Services constitute the entire agreement regarding the Services, and supersede all prior or contemporaneous communications, whether electronic, oral or written between you and us with respect to the Services. You agree that these Terms and Conditions are governed by, and construed in accordance with, the laws of the State of Florida, regardless of principles of conflict/choice of laws that may require the application of the laws of another jurisdiction. If a court determines that any term or condition in these Terms and Conditions is illegal or unenforceable, then such term will be eliminated and the remaining terms and conditions will remain in force and effect.

No delay or omission to exercise any right, power or remedy accruing to SystemsTX upon any breach or default by User under the Agreements shall impair any such right, power or remedy of SystemsTX, nor shall any such delay or omission be construed as a waiver of any breach or default, or of any similar breach or default occurring, nor shall any waiver of a single breach or default be deemed a waiver of any subsequent breach or default, nor shall any single or partial exercise of any right preclude the exercise of any other right or any other remedy at law or in equity. Except as expressly and specifically set forth in these Terms and Conditions, no representations, statements, consents, waivers, or other acts or omissions by SystemsTX shall be deemed a modification of these Terms and Conditions nor be legally binding, unless documented in physical writing, hand signed by You and a duly appointed officer of SystemsTX.

If any provision of the Agreements is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreements remain in full force and effect. All lawsuits arising from or relating to the Agreements shall be brought in a competent Federal or State court of Florida, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose.

The Terms and Conditions described in the Agreements shall be considered to be the complete and exclusive statement of the understanding between User and SystemsTX, and cancels and supersedes all earlier promises, representations, discussions or agreements, written and oral, between the parties which relate in any way to the Services. To the extent there is any inconsistency between any obligations and rights in the Agreements, the latest issued provision shall prevail over the provision issued earlier in time. To the extent the provisions were issued contemporaneously, the terms and conditions herein shall prevail.

The terms and conditions in the Agreements shall be binding upon and inure to the benefit of User and its permitted successors and assigns (subject to any other provision in the Agreements), and shall be binding upon and inure to the benefit of SystemsTX and its successors and assigns.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND CONDITIONS AND UNDERSTAND THE OBLIGATIONS, RIGHTS, CONDITIONS, TERMS, RESTRICTIONS, CONDITIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO USE THE SERVICES OR REGISTER FOR THE SERVICES, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO SYSTEMSTX THE RIGHTS SET FORTH HEREIN.

Effective Date: Last updated September 9, 2016

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