TERMS

1. License Grant - Licensor hereby grants to the Provider and the Provider accepts a nonexclusive license to use the Software only as authorized in this Agreement.

   
   

   Provider agrees not to assign, sublicense, transfer, pledge, lease, rent, or share rights under this Agreement. Provider agrees not to reverse assemble, reverse compile or otherwise translate the Software.

   
   

   Any copies of the Software or any related user documentation shall include Licensor's copyright and other proprietary notices. Except as authorized under this paragraph, no copies of the Software or any portions thereof may be made by Provider or any representative of the Provider.

   
   

   Your license to use ClaimConnect terminates immediately in the following circumstances:
   (a) without notice, upon your material breach of or the termination of the operative agreement (e.g., Medical Billing Agreement, Transcription Agreement, Eligibility Agreement, EMR End User License Agreement, etc.); or
   (b) without notice, upon your violation of the terms of the this agreement. In the event of termination of your license, you must immediately cease all use of the ClaimConnect Software, destroy all of your copies of the ClaimConnect Software and remove all files and data relating to the ClaimConnect Software that you have installed or copied on or to any physical devices or media.

   
   

2. License Fees - ClaimConnect is provided without charge to Providers submitting medical claims via ClaimConnect for processing by the City of New York Agencies. It is understood that no agency is a party to this Agreement.

   
   

3. Terms - By clicking on "I READ AND ACCEPT THE TERMS AND CONDITIONS", the terms and conditions of this Agreement, in its current form or as may be modified by Licensor, shall be applicable each and every time the Provider utilizes ClaimConnect. The Provider is under no obligation to use ClaimConnect although the terms and conditions of this Agreement remain in effect for all prior uses of ClaimConnect. Licensor may terminate this Agreement and discontinue ClaimConnect at any time and for any reason.

   
   

4. No Warranties - The Software is provided "AS IS" without any representations or warranties as to functionality or quality whatsoever.

   
   

   The Provider is asked to report any error or malfunction in the Software to the Licensor. Although Licensor assumes no legal obligation with respect to the use of the Software, it is Licensor's intent that errors and malfunctions will be addressed through reasonable corrective efforts based on priorities and available resources Licensor may assign to such errors or malfunctions.

   
   

   Please remember that any use of computers is subject to a likelihood of human and machine errors, omissions, delays and losses, including loss or corruption of data or media. The Provider should adopt such measures as the Provider deems proper to limit the impact of those problems, including backing up data and verifying the accuracy of input data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data.

   
   

5. HIPAA compliance and Confidentiality - Both ImageWork and Provider warrant and represent that each party shall use their best efforts to comply with the Health Insurance Portability and Accountability Act of 1996 (as codified at 42 U.S.C. 1320d), together with any current and future regulations promulgated thereunder (collectively "HIPAA"). All patient information and data provided by Provider to Licensor shall be treated and kept confidential and shall not be disclosed to anyone except to the extent necessary for Licensor to perform its obligations hereunder.

   
   

6. Enrollment - In order to enroll in ClaimConnect, Provider must be Workers Compensation Board (WCB) Authorized. Upon registration submission, ClaimConnect will verify the Provider's information with the Agency's provider list and either approve or reject the Provider.

   
   

7. Set up - Provider shall be responsible for providing via ClaimConnect all information necessary to successfully submit workers' compensation bills to the respective agency, including all necessary information pertaining to patient's physician profile(s), provider number(s), referring physicians, medical providers and other medical facilities at which Provider provides medical services, together with diagnostic and procedure codes for the services provided by Provider.

   
   

8. Provider Obligations - Provider warrants and represents that all claim information provided by it or its agents through ClaimConnect will be accurate, verifiable and properly documented and that Provider has obtained any necessary patient consents, authorizations and assignments. Provider shall also comply with any additional, reasonable requirements imposed by Licensor from time to time.

   
   

9. Unique Username and Password - In order to access and use some services and content on ClaimConnect, the Provider will receive from Licensor a unique password(s) and account name(s). Provider shall be solely responsible for maintaining the confidentiality of the password(s) and account name(s) and shall be fully responsible for all activities that occur under or result from the use of such password(s) and account name(s). Provider agrees that it is solely responsible to (1) control the dissemination and use of such password(s) and account name(s); (2) authorize, monitor, and control access to and use of such account name(s) and password(s); and (3) promptly inform ImageWork of any need to deactivate Provider's account(s) and/or password(s). Provider herein grants ImageWork and all other persons or entities involved in the operation of ClaimConnect the right to transmit, monitor, retrieve, store, and use Provider's information in connection with the operation of ClaimConnect. ImageWork shall not be liable for any loss or damage arising from Provider's failure to comply with this section.

   
   

10. Secondary Accounts - Provider will have the right to create secondary user accounts to manage their claim filing. Provider is responsible for any secondary accounts they create.

    
    

11. Relationship to other Agreements - If Provider has executed other agreements with the Agency (e.g., Medical Billing Agreement, EMR End User License Agreement, and Medical Transcription Agreement), the terms and conditions of those agreements control in the event of a direct conflict between said agreement(s) and this one. However, to the extent that the terms and conditions of any other agreement are not in direct conflict with each other, this Agreement is binding relative to Provider's use of ClaimConnect.

    
    

PROPRIETARY RIGHTS




12. Copyright - All title and copyrights in and to the Software Application (including, without limitation, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software Application), the accompanying media and printed materials, and any copies of the Software Product are owned by ImageWork. The Software Application is protected by copyright laws and international treaty provisions. Therefore, the Provider must treat the Software Application like any other copyrighted material, subject to the provisions of this Agreement.

    
    

13. Submissions - Should the Provider decide to transmit to ClaimConnect's website by any means or by any media materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions or the like, the Provider agrees such submissions are unrestricted and shall be deemed non-confidential. Provider automatically grants ImageWork and its assignees a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.

    
    

DISCLAIMER OF WARRANTY




14. Assumption of Risk - Good data processing procedure dictates that any program be thoroughly tested with non-critical data before relying on it. The Provider shall assume the entire risk of using the Software Application. IMAGEWORK DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS A PROVIDER MAY OBTAIN BY USING THE SOFTWARE OR RELATED FILES. IMAGEWORK SHALL NOT BE LIABLE FOR THE CORRECTNESS OR QUALITY OF THE DATA SUBMITTED TO THE CLAIMCONNECT WEBSITE AND THEN SUBSEQUENTLY TO THE AGENCY. IMAGEWORK CANNOT WARRANT THAT THE INFORMATION SUBMITTED TO CLAIMCONNECT WILL BE PROCESSED OR EVEN ACKNOWLEDGED BY THE AGENCY. IMAGEWORK MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE TIMEFRAMES INVOLVED FOR PROCESSING AND TRANSFERRING OF PROVIDER DATA SUBMITTED VIA CLAIMCONNECT TO THE AGENCY.

    
    

    IN NO EVENT WILL IMAGEWORK BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS, EVEN IF AN IMAGEWORK REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES BY PROVIDER, OR FOR ANY CLAIM BY ANY THIRD PARTY.

    
    

    IMAGEWORK WILL NOT BE RESPONSIBLE FOR ANY DUPLICATE PAYMENTS MADE BY AGENCY TO PROVIDER. ISSUES WILL BE RESOLVED BETWEEN AGENCY AND PROVIDER.

    
    

    IMAGEWORK PROVIDES THE CLAIMCONNECT WEBSITE "AS IS" AND "AS AVAILABLE" WITH NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT OR IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

    
    

15. Governing Law - This Agreement shall be construed and governed in accordance with the laws of the State of New York without regard to its conflict of law statutes.

    
    

16. No Waiver - 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 law.

    
    

17. Entire Agreement - Except as set forth in Section 11 ("Relationship to Other Agreements"), this Agreement constitutes the entire agreement between Provider and Licensor and governs Provider's use of ClaimConnect. LICENSOR MAY REVISE AND UPDATE THIS AGREEMENT AT ANY TIME AND YOUR CONTINUED USAGE OF CLAIMCONNECT WILL CONSTITUTE AN ACKNOWLEDGMENT AND ACCEPTANCE OF ANY SUCH MODIFICATIONS.

    
    

18. Indemnification - Provider agrees to defend, indemnify, and hold Licensor, its officers, directors, employees, agents, licensors, and assigns harmless from and against any claims, actions, demands, liabilities and settlements, including without limitation, reasonable legal and accounting fees resulting from, or alleged to result from, Provider's violation of this Agreement.

    
    

19. Statute of Limitations - Provider agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to Provider's use of ClaimConnect must be filed within one (1) year after such claim or cause of action arose. If such a claim or cause of action is not filed within said one (1) year time period, the claim or cause of action shall be forever barred.