CAQH GENERAL TERMS OF SERVICE
EFFECTIVE DATE: March 2, 2015
The Council for Affordable Quality Healthcare ("CAQH") is a non-profit organization dedicated to the simplification of the administration of healthcare. CAQH operates and/or controls a number of websites including http://caqh.org, (collectively, the "Sites") and offers various products and services including CAQH ProView™ (formerly Universal Provider Datasource®), EnrollHub™, COB Smart™, and other solutions as may be offered by CAQH from time to time ("CAQH Solutions"), as well as the Committee on Operating Rules Exchange (CORE) on or through the Sites (collectively, the "Services"). PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE CAQH SITES OR SERVICES.
For our various Services, additional terms may apply ("Service-specific Terms"). Additional Service-specific Terms may be accessed on the Service-specific Site or through the hyperlinks available in these Terms of Service. As of the Effective Date, Service-specific Terms are in place for: (i) EnrollHub, and (ii) CAQH ProView™.
These Terms of Service are to be read along with any separate service agreement(s) that you may have in place with CAQH. If there is a conflict between a service agreement and these Terms of Service, the terms of the service agreement will control.
1. ACCEPTANCE OF TERMS
BY USING THE SITES AND/OR THE SERVICES, YOU AGREE TO THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT USE THE SITES AND/OR THE SERVICES.
You are responsible for regularly reviewing the Terms of Service, as the Terms of Service may be modified at any time. All such modifications will be effective immediately upon posting. In the case of Site-specific Terms, any such modifications will be effective immediately upon your logging into the applicable Site. If You are dissatisfied with any modification to the Terms of Service, You may terminate Your use of the Sites and/or the Services, as described in Section 11 (Termination and Survivability) of these Terms of Service. Your continued use of the Sites and/or the Services after a change or update has been made to the Terms of Service constitutes Your acceptance of such change or update.
You acknowledge and agree that these Terms of Service may not be modified by you by any means, including sending an electronic message, and any such attempted modification shall be void.
YOU MUST BE AT LEAST 18 YEARS OF AGE TO USE THE SITES AND/OR THE SERVICES. By using the Sites and/or the Services, You represent and warrant that (a) You are 18 years of age or older; (b) all information You submit to CAQH is truthful and accurate; (c) You will maintain the accuracy of such information; and (d) Your use of the Services or the Sites does not violate any applicable law or regulation.
3. USER ACCOUNTS
To use the CAQH Sites and/or the CAQH Services, You may be required to create a user account ("Account"). If You create an Account, You agree to provide CAQH current, complete, true and accurate information, and to update this information should it change. CAQH may suspend, terminate, modify, or delete Your Account with or without notice to You, at any time for any reason or for no reason, including but not limited to for violation of the Terms of Service.
If You create an Account, You may be asked to choose a password and a user name. You agree that Your user name will not:
(a) infringe the legal rights of others, including, but not limited to, by comprising or being substantially similar to a trademark or service mark;
(b) be offensive, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable;
(c) in any way infringe these Terms of Service;
(d) be otherwise inappropriate, regardless of CAQH's ability to disallow such user names; or
(e) be a name that is associated with another person, including but not limited to a celebrity or other well-known person or a CAQH representative.
You agree that You will not take any actions for the purpose of circumventing the foregoing restrictions. You understand and agree that CAQH reserves the right to change, remove, alter or delete any user name at any time and for any reason in CAQH's sole discretion.
YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT OCCUR IN ASSOCIATION WITH YOUR ACCOUNT, WHETHER OR NOT AUTHORIZED BY YOU. If CAQH receives a request to disclose, alter, amend, or delete your information and Your username and password are provided, You agree that CAQH may take the requested action and that such action will be fully authorized by You. You agree to notify CAQH immediately of any unauthorized use of Your Account or any other breach of security and to provide properly documented evidence as requested by CAQH. You may not use anyone else's Account at any time, and You may not allow anyone else to use Your Account at any time. You agree that CAQH will not be liable for any loss You may incur as a result of someone else using Your password or Account, either with or without Your knowledge, and You further agree that You will be liable for losses incurred by CAQH or another party due to someone else using Your Account or password.
You acknowledge and agree that You (and not CAQH) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use any service provided by CAQH, including the Services, and paying all charges related thereto. You also acknowledge that You are responsible for obtaining and maintaining Your access to any website through which You access CAQH products or services, including the Sites and the Services.
CAQH reserves the right to terminate or suspend THE SITES and/or Accounts and/or Your access to the Sites and/or Services at any time, for any reason or no reason, with or without notice to you. CAQH also reserves the right to change or discontinue any service or feature provided by CAQH, including, without limitation, the Sites and Services, at any time and without notice. You agree that CAQH shall not be liable for any loss or damage caused, directly or indirectly, by any such termination, suspension, change or discontinuance.
In the event that Your Account or a particular subscription is terminated, suspended or canceled, no refund will be granted and no other credits will be credited to You or converted to cash or other form of reimbursement, and You will have no further access to Your Account or anything associated with it.
4. LICENSE GRANT TO SITES
CAQH hereby grants to You a non-exclusive, non-transferable license to use the Sites in order to receive the benefit of the Services. Upon expiration or termination of these Terms of Service, this license shall automatically terminate with respect to the applicable Service without further action on either Your or CAQH's part.
5. OWNERSHIP OF CONTENT
(a) Content, Generally
You agree that any User Submitted Data that you provide does not create an obligation for CAQH to provide You any payment or other remuneration.
CAQH RESERVES THE RIGHT TO REMOVE ANY CONTENT POSTED ON THE SITES OR THROUGH THE SERVICES THAT IT DETERMINES IN ITS SOLE DISCRETION TO BE IN VIOLATION OF ANY LAW OR RIGHT OF ANY PERSON, INFRINGES THE RIGHTS OF ANY PERSON, OR IS OTHERWISE INAPPROPRIATE FOR POSTING ON THE SITES OR THROUGH THE SERVICES.
(b) CAQH Content
YOU ACKNOWLEDGE AND AGREE THAT ALL CAQH CONTENT IS THE PROPERTY OF CAQH AND/OR ITS LICENSORS AND THAT YOU HAVE NO INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS IN ANY CONTENT, REGARDLESS OF WHETHER SUCH CAQH CONTENT WAS PROVIDED BY CAQH, YOU, OR ANOTHER USER OF THE SERVICES.
If and to the extent You are deemed to have retained, under applicable law, any right, title or interest in or to any portion of the CAQH Content, You hereby transfer, grant, convey, assign and relinquish exclusively to CAQH all of Your right, title and interest in and to the CAQH Content, without reservation and without additional consideration, under applicable patent, copyright, trade secret, trademark and other similar laws or rights, in perpetuity. To the extent such assignment is ineffective under applicable law, You hereby grant to CAQH, an exclusive, irrevocable, sublicensable, transferable, worldwide, paid-up license to reproduce, fix, adapt, modify, translate, reformat, create derivative works from, manufacture, introduce into circulation, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice the CAQH Content, all modified and derivative works thereof, all portions and copies thereof in any form, all inventions, designs, and marks embodied therein, and all patent, copyright, trade secret, trademark and other intellectual property rights thereto, and/or to incorporate the same in other works in any form, media, or technology now known or later developed. To the extent permitted by applicable laws, You hereby waive any moral rights You may have in the CAQH Content.
(c) User Submitted Data
YOU REPRESENT AND AGREE THAT YOU ARE THE RIGHTFUL OWNER OR HAVE THE NECESSARY RIGHTS TO ANY USER SUBMITTED DATA THAT YOU SUBMIT TO THE SITE AND SERVICES. CAQH DOES NOT CLAIM OWNERSHIP OF ANY USER SUBMITTED DATA THAT YOU SUBMIT (ALTHOUGH CAQH DOES OWN THE AGGREGATION OF DATA THROUGH THE SERVICES).
Any use of the Services AND/or SITES in violation of SECTION 5 (OWNERSHIP OF CONTENT) OF these terms of SERVICE will be regarded as an infringement of CAQH's copyright rights in and to the content.
You may not, under any circumstances, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, adapt, translate, transfer, buy, auction, rent, lease, loan or sell any Content, or other materials appearing in or generated by the Sites or Services, or any information obtained from the Sites or the Services, without the express written consent of CAQH.
You may not, under any circumstances, exploit the Content or the Services for any purpose whatsoever.
You may not, under any circumstances, use the Content or the Services in any manner that is (i) unlawful; (ii) that could damage, disable, overburden, or impair any CAQH server or the network(s) connected to any CAQH server; (iii) that could interfere with any other party's use and enjoyment of the Services; (iv) that gains or attempts to gain unauthorized access to any Services, unpublished information or material, other users' Accounts, or computer systems and/or networks connected to any CAQH server, or to any of the Services, through hacking, password mining or any other means; (v) that collects or aggregates information regarding other users' actions relating to the Services; or (vi) that reverse engineers, decompiles, disassembles or attempts to reverse engineer, decompile, or disassemble any part of the Content or Sites.
7. RULES OF CONDUCT
By way of examples and not as limitations, You agree that You may not access the Sites and/or Services to:
(a) Post any information which is incomplete, false, inaccurate or not your own.
(b) Publish, post, upload, transmit, distribute, disseminate or otherwise make available surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
(c) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including but not limited to the rights of privacy and publicity.
(d) Publish, post, upload, transmit, distribute, disseminate or otherwise make available any material that is harmful, abusive, vulgar, sexually explicit, defamatory, libelous, obscene, infringing, embarrassing, unwanted, invasive of another's right of privacy or publicity, hateful or racially, ethnically or otherwise offensive or objectionable.
(e) Publish, post, upload, transmit, distribute, disseminate or otherwise make available any files that contain viruses, spyware, Trojan horses, worms, time bombs, cancelbots, corrupted data, or any other similar software or programs that may damage or interfere with the operation of the CAQH Sites and/or the CAQH Services, other users' access to the CAQH Sites and/or the CAQH Services and/or other users' computers.
(f) Advertise or offer to sell or buy any goods or services for any purpose.
(g) Publish, post, upload, transmit, distribute, disseminate or otherwise make available any material for which copyright management or digital rights management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material has been falsified, deleted, or otherwise disabled.
(h) Restrict or inhibit any other user from using and enjoying the Services.
(i) Violate any applicable laws or regulations, or promote or encourage any illegal activity.
(j) Publish, post, upload, transmit, distribute, disseminate or otherwise make available any material regarding hacking, cracking, exploiting, or otherwise making use of the Sites, the Services, or the Content in any manner.
(k) Attempt to obtain passwords, other Account information, or any other private information from any other user of the Sites or the Services, including, without limitation, the collection of personal information about others, including e-mail addresses.
(l) Make false reports to CAQH administrators.
(m) Publish, post, upload, transmit, distribute, disseminate or otherwise make available any automation software programs or any other unauthorized third-party software program designed to modify the Sites and/or Services.
(n) Use the Services for fraudulent transactions.
(o) Frame or mirror any part of the Sites and/or Services.
(p) Institute an attack upon any server used in connection with the CAQH Sites or any portion thereof or otherwise attempt to disrupt such servers.
(q) Access data not intended for You, or log into a server or Account which You are not authorized to access.
(r) Attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.
(s) Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
(t) Attempt to interfere in any way with the networks or network security, or attempt to use the service of the Site or CAQH to gain unauthorized access to any other computer system.
(u) Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble all or any portion of the Sites, Services or the Content.
(v) Remove, alter, conceal any copyright, trademark, patent or other proprietary rights notices contained in the Sites, Services or the Content.
8. PRIVACY AND SECURITY
By providing Your email address to CAQH and subscribing to CAQH communications, You understand You may receive periodic information regarding current and future services offered on the Sites and/or the Services and/or related third party products. You may unsubscribe at any time by terminating Your Account as described in Section 11 (Termination and Survivability).
10. JURISDICTIONAL ISSUES AND EXPORT CONTROL LAWS
The Sites and/or Services are controlled and operated by CAQH from its offices within the United States. CAQH makes no representation that Content and other materials available through the Sites and/or Services are appropriate or available for use in any other locations. Those who choose to access the Sites and/or Services from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
You agree to abide by applicable export control laws and not to transfer, by electronic transmission or otherwise, any Content or other materials subject to restrictions under such laws to a national destination prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to the Sites any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software.
The Content may not be re-exported, downloaded or otherwise exported into (or to a national or resident of) any country to which the U.S. has embargoed goods, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. You represent and warrant that You are not located in, under the control of, or a national or resident of any country or on any such list.
11. TERMINATION AND SURVIVABILITY
These Terms of Service are effective until terminated. CAQH may terminate these Terms of Service with or without notice to You by terminating Your Account as set forth in Section 3 (User Account). You may terminate these Terms of Service and Your Account by sending an email stating Your intention to terminate these Terms of Service to CAQH at: ITSecurity@caqh.org, with the subject line "Account Termination". Such termination will not be effective until acknowledged by CAQH, but not more than twenty (20) business days after sending such termination email.
The provisions of Sections 5 (Ownership of Content), 6 (Limitations), 11 (Termination and Survivability), 13 (Disclaimer of Warranty; Limitation of Liability), 14 (Indemnity), 15 (Jurisdiction and Choice of Law), and 16 (Dispute Resolution and Arbitration) shall survive any termination of these Terms of Service.
12. LINKS TO THIRD-PARTY SITES
The Sites may link to third party sites ("Linked Sites"). These Linked Sites are not controlled by CAQH. CAQH is not responsible for the information on Linked Sites, for the business practices or privacy policies of the Linked Sites, or for the collection, use or disclosure of any information by the Linked Sites. CAQH provides links to the Linked Sites only as a matter of convenience, and the inclusion of any link does not imply an endorsement by CAQH of any Linked Site.
You acknowledge and agree that CAQH does not endorse, and shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such information, goods or services available on or through any Linked Sites. You agree that Your use of the Linked Sites, including without limitation Your use of any information, data, advertising, products, or other materials on or available through the Linked Sites, is at Your own risk and is subject to the terms and conditions applicable to the Linked Sites.
13. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
YOU EXPRESSLY AGREE THAT THE USE OF THE SITES, SERVICES AND/OR CONTENT IS AT YOUR SOLE RISK. THE SITES, SERVICES AND/OR CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT WARRANTIES. CAQH DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU, YOUR AGENTS, OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHERWISE OF ANY SERVICES OR GOODS PROVIDED UNDER THESE TERMS OF SERVICE, INCLUDING, WITHOUT LIMITATION, ANY SERVICES PROVIDED BY A THIRD PARTY.
IN NO EVENT SHALL CAQH, ANY CAQH AGENTS OR SUBCONTRACTORS, OR OTHER USERS OF THE SERVICES BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGE, EACH OF WHICH IS HEREBY EXCLUDED BY THE PARTIES, REGARDLESS WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF CAQH, ANY CAQH AGENTS OR SUBCONTRACTORS, OR OTHER USERS OF THE SERVICES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CAQH'S CUMULATIVE LIABILITY FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF THESE TERMS OF SERVICE AND THE USE OF THE SITE AND/OR SERVICES, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, SHALL NOT EXCEED THE LESSER OF: (i) $1,000; OR (ii) THE AMOUNT OF FEES YOU HAVE PAID TO CAQH PURSUANT TO THESE TERMS OF SERVICE DURING THE PRECEDING TWELVE MONTHS .
You agree to defend, indemnify and hold harmless CAQH and its directors, officers, employees, agents, shareholders, licensors, parent companies and representatives, from and against all claims, losses, liabilities, damages, costs and expenses (including without limitation reasonable attorneys' fees) arising out of, related to or in connection with (a) Your use of, or activities in connection with the Sites, including the Services; (b) any violation of these Terms of Service by You or through Your Account or using Your user name; or (c) any allegation that any information, messages, or materials that You make available or create through the Sites and/or Services are inaccurate or infringe or otherwise violate the copyright, trademark, trade secret, privacy or other intellectual property or other rights of any third party.
15. JURISDICTION AND CHOICE OF LAW
These Terms of Service, and any disputes arising from or relating to the conduct covered by the Terms of Service, are governed by the laws of the state of New York, without regard to any principles of conflicts of laws that would apply the laws of another jurisdiction, and without regard to the United Nations Convention on Contracts for the International Sale of Goods. You hereby submit to the exclusive jurisdiction, including waiving any objection to personal jurisdiction, of the state and federal courts serving New York County, New York.
16. DISPUTE RESOLUTION AND ARBITRATION
Any claim or cause of action of whatever nature or kind that you may have with respect to CAQH, the Services or the Sites must be commenced within one (1) year after such claim or cause of action arose.
Any disputes between You and CAQH relating to Your use of the Sites and/or the Services that involve a claim of less than $100,000 shall be resolved exclusively through binding non-appearance-based arbitration. A party electing arbitration shall initiate proceedings by filing an arbitration demand with the American Arbitration Association (AAA). The arbitration proceedings shall be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer-Related Disputes. In addition, You and CAQH agree that the following rules shall apply to the arbitration proceedings: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
CAQH may assign these Terms of Service, in whole or in part, at any time. You may not assign, transfer or sublicense these Terms of Service or any or all of Your rights or obligations under these Terms of Service without CAQH's express prior written consent.
The failure of CAQH to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
Notices to You may be made via posting to the CAQH Sites, by email, or by regular mail, in CAQH's discretion. CAQH may also provide notices of changes to these Terms of Service or other matters by displaying such notices or by providing links to such notices.
If any part of these Terms of Service are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service shall continue in effect.
21. NOTICE FOR CALIFORNIA USERS
Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
If you have any questions, comments or complaints regarding these Terms of Service or the CAQH Sites or the CAQH Services, feel free to contact us at: email@example.com.
23. GENERAL PROVISIONS
A printed version of these Terms of Service and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
The parties agree that all correspondence relating to these Terms of Service shall be written in the English language.
© 2015 CAQH. All rights reserved.