100 Roscommon Drive • Middletown, CT 06457 • USA
P 860.257.2030 •
Copyright © 2002 - 2018 PNT Data Corporation.
Data Corp. Software and Services Agreement
This Agreement ("Agreement") is
between you (the Provider or Provider organization, referred to herein as
"Authorized Provider" or "you") and PNT Data Corp. (herein referred to as
"Company"). Company provides certain services, herein referred to as "the Services,"
enabling Authorized Providers, as well as payers with an agreement with the
Company ("Authorized Payers"), to directly exchange electronic health insurance
claims and related transactions including medical billing information and
clinical data (referred to collectively herein as "Authorized Transactions") as
agreed to by the Company and Authorized Payers. The Services include any access
that the Authorized Provider may have to Company's web portal in order to
utilize the Services or the Software, as defined below.
Company has developed proprietary
software applications, including but not limited to the Doodad™ software application, (collectively, the "Software"), for
use by Authorized Providers to exchange Authorized Transactions while utilizing
The terms of this Agreement apply
to any and all uses of the Software and the Services, including any revisions
of the Software or new releases Company may provide in the future.
Company hereby grants to the
Authorized Provider and the Authorized Provider accepts a nonexclusive license
to use the Software and Services solely for the purposes authorized in this
Agreement, subject to the following:
If provided with a unique user
name, password, and/or developer key to access and use the Software or
Services, Authorized Provider is responsible for maintaining the
confidentiality and the usage of such name, password and/or key, and will
notify Company immediately of any of their unauthorized use.
o Authorized Provider shall not assign,
sublicense, transfer, pledge, lease, rent,
or share any content, right, duty or obligation granted under this license or
Agreement to the Software or Services; any attempt to do so is void.
o Authorized Provider shall not
copy/duplicate, modify, reverse engineer, reverse assemble, reverse compile,
otherwise translate, or make derivative
works based upon the Software.
o Authorized Provider shall not create
Internet "links" to any part of the Software or "frame" or "mirror" any content
contained in, or accessible from, the Software or any related server, wireless
or Internet-based device.
o Authorized Provider shall not make use
of the Services or Software to (i) build a competitive product or service; or
(ii) build a product using similar ideas, features or functions.
Authorized Provider shall not: (i)
upload files that contain viruses, Trojan horses, worms, time bombs, corrupted
files, or any other similar software or programs that may damage the
operation of the Software; (ii) attempt to gain unauthorized access to the
Software or related systems or networks; or (iii) interfere with or disrupt the
functioning of the Services or Software.
Authorized Provider acquires no
ownership interest in the Services, Software or any content obtained from Company.
Any use of the Software or
Services in violation of the above will result
in immediate termination of this Agreement.
o Authorized Provider shall report to
Company promptly any violation of the
above by any person within Authorized Provider's control, or otherwise known or
suspected, and use reasonable efforts to stop such activity.
The Software and related user
documentation are proprietary products of Company protected under U.S.
copyright law. All rights, title, and interest in and to the Software,
including associated intellectual property rights, are and shall remain with
the Company. This Agreement does not convey to the Authorized Provider an
interest in or to the Software, other than a limited and revocable right of use
exclusively for the purposes of this Agreement.
The Software or Service is
provided to Authorized Providers subject to participation requirements
established by the Company and Authorized Payers. It is understood that
Authorized Payers are not a party to this Agreement. Upon Authorized Provider's
election to exchange "Authorized Transactions" with an Authorized Payer,
(during the online enrollment process), Authorized Provider may be required to
agree to terms and conditions established by the Authorized Payer related to
the exchange of Authorized Transactions.
By signing below, or upon
Authorized Provider's first use of the Software or Service, the terms and
conditions of this Agreement, (as modified by the Company from time to time, in
accordance with the provisions herein), shall be applicable to each and every
use of the Software or Service by the Authorized Provider. The Authorized
Provider is under no continuing obligation to use the Services. However, the
terms and conditions of this Agreement shall remain in effect with respect to
all prior uses of the Services.
The failure of either party to
enforce any rights granted hereunder or to take action against the other party
in the event of any breach hereunder shall not be deemed a waiver by that party
as to subsequent enforcement of rights or subsequent actions in the event of
future breaches. If any term or provision of this Agreement or the application
thereof is deemed to be invalid or unenforceable to any extent, the remainder
of this Agreement shall not be affected thereby and each term and provision of
this Agreement shall be valid and
enforceable to the fullest extent permitted by
This Agreement may be amended by
Company, from time to time, by publishing such amendments to this Agreement in
"Operating Rules" distributed by Company via the Software. Continued
use of the Services after the publication of such amendments to this Agreement
in the Operating Rules, shall constitute Authorized Provider's agreement to
such amendment. Accordingly, this Agreement and any Operating Rules shall
constitute the entire Agreement between Company and Authorized Provider, and
supersede all prior communications and agreements. This Agreement shall be
binding upon Company, its successors and assigns.
Authorized Provider agrees to
provide to Company on a timely basis all information, reasonable assistance,
and test data required by Company to facilitate Authorized Provider's use of
the Software and access to the Services covered by this Agreement. Furthermore,
Company shall be permitted to list Authorized Provider on its website.
Authorized Provider is
responsible for obtaining and installing computer components and Internet
telecommunication services, including an email account, necessary to access and
utilize the Services. Failure to obtain or install such components and services
will delay or prevent access to the Services.
In the event that this Agreement is accepted on behalf of a
group of Providers, you certify that such Providers have reviewed and agreed to
the terms of this Agreement and that you
have legal authority to enter into this Agreement on behalf of all of the Providers.
Authorized Provider acknowledges:
(i) that certain claims, including but not limited to claims under the
Medicare, Medicaid and Federal Employees Health Benefits ("FEHB") programs, are
paid from Government funds; (ii) that misrepresentations on such claims are
punishable under law; and (iii) that the Software functions merely as a conduit
with respect to the Services and (iv) that Company has no knowledge regarding
the underlying validity of any exchange of Authorized Transactions. Authorized
Provider further certifies, to the best of its knowledge, information and
belief: (i) that Authorized Provider shall exchange with Authorized Payers only
legitimate authorized transaction information; and (ii) that all such
information submitted shall be completely free of misrepresentations and/or
Neither Company nor its
employees, agents, or subcontractors shall disclose to any person or entity not
a party to this Agreement, any personal and/or medical information, herein
referred to as "confidential information," including but not limited
to names, social security numbers,
tax identification numbers, provider numbers, and addresses, which Company
receives from any source by reason of this Agreement, except as required by law
or for the exclusive purpose of fulfilling the terms of this Agreement in
accordance with applicable law. Notwithstanding the foregoing, Company shall
be permitted to disclose confidential
information: (i) to non-parties who are legally bound to hold such information
as confidential and who utilize such information for the sole purpose of
carrying out the terms of this Agreement; (ii) to other non-parties, pursuant
to Authorized Provider's written authorization; and (iii) to other
organizations, such as Authorized Payers that are parties to (a) an Agreement
with Company and (b) an agreement with Authorized Provider authorizing such organization
to receive confidential information from Authorized Provider. Neither Company
nor its employees, directors or agents shall use confidential information for
any other purpose other than as necessary to carry out the terms of this Agreement.
Company shall not be responsible
for the Authorized Provider's direct disclosure of any information to a third-party.
Company shall comply with all
applicable laws, rules and regulations, including, without limitation, the
Health Insurance Portability and Accountability Act ("HIPAA") and all other
laws, rules and regulations regarding patient confidentiality. Without limiting
the generality of the foregoing, Company shall: (i) only use Protected Health
Information in accordance with this Agreement; (ii) use appropriate safeguards
to prevent use or disclosure of Protected Health Information other than as
permitted or required by law and this Agreement or as otherwise required by
law; (iii) report to Authorized Provider, as soon as reasonably possible, any
unauthorized use or disclosure of Protected Health Information obtained
pursuant to this Agreement of which Company becomes aware; (iv) ensure that any
agents of Company, who receive Protected Health Information from Company under
this Agreement, agree to the same restrictions and conditions regarding such
Protected Health Information as provided in this Agreement; (v) to the extent
applicable, make available Protected Health Information in accordance with 45
CFR Section 164.524; (vi) to the extent applicable, make available the
information required to provide an accounting of disclosures in accordance with
45 CFR Section 164.528; (vii) to the extent applicable, make available the
Protected Health Information for amendment and incorporate any amendments to
Protected Health Information in accordance with 45 CFR 164.526; (viii) make its
internal practices, books and records relating to the use and disclosure of
Protected Health Information received from, or created or received by such party
under this Agreement available to the Secretary of the Department of Health and
Human Services for purposes of determining compliance with HIPAA; and (ix) upon
the termination of this Agreement, if feasible, return or destroy all Protected
Health Information received from or created or received by Authorized Provider
under this Agreement that Company still maintains in any form, and retain no
copies of such information, or, if such return or destruction is not feasible,
extend the protection of this Agreement to such information and limit further
use and disclosures to those purposes that make the return or destruction of
the information infeasible.
PATIENT OR MEMBER DATA, OR INFORMATION DERIVED FROM SUCH DATA, FOR RESEARCH AND
ANY OTHER PURPOSE NOT PROHIBITED BY HIPAA OR OTHER APPLIABLE LAW.
Effective Date and Termination
This Agreement shall be effective
as of the date on which Authorized Provider accepts this Agreement and shall
continue for so long as the Authorized Provider continues to use the Services.
However, Company may terminate this Agreement, and suspend Authorized
Provider's use of and access to the Software and Services, temporarily or
permanently, and with or without notice, upon Company's determination that
Authorized Provider has, or may have, breached any provisions of this
Agreement. Company may, in its discretion, provide Authorized Provider with an
opportunity to cure an alleged breach within thirty
(30) calendar days of
notice." Notice of termination under this Section shall be made in
accordance with Section 14 below. Furthermore, Sections 16 - 19 shall survive
termination of this Agreement.
All notices required or permitted
under this Agreement shall be in writing and shall be deemed to be effective:
(i) when delivered by personal service; (ii) when delivered by telecopy/fax or
overnight mail; (iii) upon being deposited in the United States Postal Service,
postage prepaid and registered or certified with return receipt requested, to
the addresses designated in the signature paragraph of this Agreement, or to
such other addresses as may be designated in writing by the parties; or (iv)
when the Authorized Provider first signs-on to utilize the Services after the
time a notice is published by Company via the Software .
Authorized Provider shall not use
the Software or the Services for any activity which is prohibited by law, or
publish via the Software or the Services any content which violates or
infringes upon the rights of any others or which is abusive, profane, or which,
without the approval of Company, contains any advertising or any solicitation
to use goods or services. Any such use of the Services will result in immediate
termination notwithstanding the notice requirements set forth elsewhere in this
Agreement. Company reserves the right in its sole discretion, to manage any
content appearing on, or as a part of, the Software or the Services.
Company is not responsible for
any violations by Authorized Provider of any federal, state, or local law,
regulation or order, or term of this Agreement or of any agreement or
arrangement between Authorized Provider and any Authorized Payer, patient or other
third party.". Authorized Provider agrees to indemnify Company with
respect to any damages, expenses or attorney's fees incurred by Company,
related to any such violations for which Authorized Provider is responsible.
THIS INDEMNIFICATION DOES NOT CONCERN THE ACTUAL RENDERING OF MEDICAL SERVICES
AND DOES NOT OBVIATE ANY MEDICAL
MALPRACTICE INSURANCE POLICIES COVERING PROVIDERS OF MEDICAL SERVICES.
MAKES NO WARRANTY, EXPRESS OR IMPLIED, FOR THE
SOFTWARE OR THE SERVICES
HEREUNDER. Authorized Provider further acknowledges, agrees and understands
that it is responsible for: (1) backing up its own data; (2) reviewing and
reconciling all reports relating to the Services and that failure to review and
reconcile such reports could result in non-payment of claims by a payer(s);
and, (3) obtaining, completing, filing and confirming any contractual
requirements of Authorized Payers and that failure to comply with these
requirements will delay or prevent access to the Services.
COMPANY WILL ENDEAVOR TO PROVIDE
THE HIGHEST QUALITY SERVICES UNDER THIS AGREEMENT. WITH THE EXCEPTION OF THE
WARRANTIES EXPRESSLY STATED ELSEWHERE HEREIN, NEITHER Company, NOR ANY OF ITS
INFORMATION PROVIDERS, LICENSEES, LICENSORS, EMPLOYEES, OR AGENTS WARRANT THAT
THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE SERVICES ARE DISTRIBUTED
ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE
WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION UNDER APPLICABLE LAW. NEITHER
Company NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING THE
SERVICES COVERED BY THIS AGREEMENT SHALL BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF THE SERVICES PROVIDED UNDER THIS CONTRACT, INCLUDING
DELIVERY OF THIRD PARTY CONTENT. THE AUTHORIZED PROVIDER SHALL ASSUME THE
ENTIRE RISK OF USING THE SERVICES. COMPANY DOES NOT AND CANNOT WARRANT THE
PERFORMANCE OR RESULTS AN AUTHORIZED PROVIDER MAY OBTAIN BY USING THE SERVICES
OR RELATED SOFTWARE. COMPANY SHALL NOT BE LIABLE FOR THE CORRECTNESS OR QUALITY
OF AUTHORIZED TRANSACTIONS EXCHANGED WITH AUTHORIZED PAYERS. COMPANY CANNOT
WARRANT THAT AUTHORIZED TRANSACTIONS EXCHANGED WITH AUTHORIZED PAYERS WILL BE
PROCESSED OR ADJUDICATED BY AUTHORIZED PAYERS. COMPANY MAKES NO WARRANTIES OR
REPRESENTATIONS REGARDING THE TIMEFRAMES INVOLVED FOR PROCESSING AUTHORIZED
PROVIDER CLAIMS EXCHANGED VIA THE SERVICES WITH AUTHORIZED PAYERS.
shall be interpreted and governed in accordance with the laws of the state of
Connecticut. It may not be modified except as provided herein. If any provision
of this Agreement is declared to be invalid or against public policy, the other
provisions shall remain in full force and effect.
I understand and acknowledge that
by signing this Agreement in the space provided below, I evidence my intent to
be legally bound by all terms of this Agreement. If "Authorized
Provider" is an entity, you represent that you have authority to sign on
behalf of and bind this entity.
Authorized Provider Name: ____________________________________
Name of Signatory (if Different
from Authorized Provider: ____________________________________