General Terms And Conditions To Subscriber Agreements

THIS IS A LEGALLY BINDING AGREEMENT between UnitedHealthcare Global Corporation and You , the individual practicing physicians legal entity, hospital, clinic or group, payer or other class of user, as shown in the enrollment page. This Agreement covers your use of UnitedHealthcare Global’s Partners Portal, which content includes subscriptions for various types of Services to which you may now or later agree to subscribe to (and in some cases, pay for) if you accept these general terms and conditions.

ng this site, you signify your acceptance to all the general terms and conditions in this Agreement. You agree that each of the agreements for th

This Agreement and any subsequent subscription agreements should be read carefully and in their entirety prior to you using this site. By usie individual subscription Services for which you may decide to purchase will automatically include these general terms and conditions, but they need not be repeated again in each such agreement. If you do not agree to all of the terms and conditions in this Agreement, you should click the disagree button and exit this site. The subscriptions to the various Services that you may wish to purchase will appear for your acceptance or rejection after you have accepted this Agreement.

USE OF CONTENT

We grant you a non-exclusive, non-transferable right to access our Partners Portal, for the limited use of the Partners Portal in accordance with this Agreement and any subscription agreements you may choose.

LIMITATIONS ON USE

The information, content and Services available through our Partners Portal are the property of UnitedHealthcare Global Corporation or its licensees and are protected by copyright and other intellectual property laws. Information, content and Services received through the Partners Portal may be displayed, reformatted and printed only for the limited use by payers, by physicians and their staff and only as authorized by the payer or physician utilizing the applicable Service. You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate the information received through the Partners Portal to anyone who is not a physician in the practice group for entity or who is not on the physician’s staff and authorized by the physician, or in the case of payers, to anyone not in the staff of the subscriber payer.

NO MEDICAL ADVICE

The content and Services available through the Partners Portal are for informational, educational and advisory purposes only, and are not a substitute for the judgment of the healthcare professional in diagnosing and treating patients. We do not practice medicine or dispense medical services or give medical advice. You are cautioned that any reliance upon any of the information, content and Services available to you through the Partners Portal is used by you solely at your own risk. WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO QUALITY, ACCURACY, TIMELINESS, OR SUITABILITY OF THIS INFORMATION FOR ANY PARTICULAR PURPOSE.

AVAILABILITY

The Services you subscribe to will be available to only those payers, physicians and those individuals on their staff whom they authorize and who are identified on the Partner Enrollment Forms which are part of the various agreements for the various Services that you elect to subscribe to. You are solely responsible to identify those of your staff who are to be so authorized to use any one of these Services and you are responsible to monitor and control them to insure that any use of the Services are proper, ethical, legal, and consistent with this Agreement and any other agreement relating to any of the Services you subscribed to.

CONFIDENTIAL PATIENT INFORMATION

The Services provided through the Partners Portal may enable users to transmit, store and receive confidential patient information. Federal and State laws and regulations as well as professional licensing requirements and ethical considerations often impose obligations with respect to patient confidentiality. It is your responsibility to be familiar with those obligations that apply to you and to comply strictly with all laws that may now or later govern your medical practice and your use of the Services available through the Partners Portal. Both we and you agree to use commercially reasonable efforts in the creation, communication, processing, storing, retaining and retrieving of any confidential patient information and records in accordance with all applicable State and Federal laws and regulations. You acknowledge that we may create data products and services based on your use of the subscription Services, which may analyze patterns and trends in the aggregate, but under no circumstances will any such information be decompiled to a level where you or any specific patient(s) will be identifiable. We do not assume any responsibility for your use or misuse of patient information or any other information available to you or any users of the Partners Portal, whether such use is authorized by you or not.

DISCLAIMER OF WARRANTIES

THE UNITEDHEALTHCARE GLOBAL PARTNERS PORTAL AND ITS CONTENT AND SERVICES AND THE INFORMATION CONTAINED THEREIN ARE PROVIDED TO YOU AND ANYONE ELSE ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. UNITEDHEALTHCARE GLOBAL, ITS LICENSORS AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. UNITEDHEALTHCARE GLOBAL, ITS LICENSORS AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, USEFULNESS, COMPLETENESS, EFFECTIVENESS OR TIMELINESS OF THE CONTENT, SERVICES, TEXT, GRAPHICS, LINKS, OR COMMUNICATIONS PROVIDED ON OR THROUGH USE OF THE PARTNERS PORTAL. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT IT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT IT IS SECURE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO ONE OR MORE OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

YOU UNDERSTAND THAT NEITHER US NOR ANY OF OUR LICENSEES OR SUPPLIERS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS, INJURY OR DAMAGE AS A RESULT OF YOUR USE OR MISUSE OF THE PARTNERS PORTAL OR ANY CONTENT, SERVICE OR INFORMATION AVAILABLE OR NOT AVAILABLE THROUGH IT. IN NO EVENT SHALL UNITEDHEALTHCARE GLOBAL, ITS LICENSORS, ITS SUPPLIERS OR ANY THIRD PARTIES MENTIONED ON THE PARTNERS PORTAL SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, ANY SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, DAMAGES RESULTING FROM LOST RECORDS OR DATA, INTERRUPTION, DOWNTIME, INCORRECT LINKAGE, DELAY, INACCURACY OR OTHER NONPERFORMANCES, ANY DAMAGES RELATING TO YOUR USE OR RELIANCE UPON THE PARTNERS PORTAL OR THE CONTENT, SERVICES OR OTHER INFORMATION CONTAINED THEREIN OR WITH REGARD TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, NON-TIMELINESS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY US OR OUR LICENSORS OR SUPPLIERS. THIS LIMITATION OF DAMAGES SHALL APPLY REGARDLESS OF WHETHER YOU OR ANYONE ELSE HAS ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW CERTAIN LIMITATION OF LIABILITIES, SO ONE OR MORE OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to indemnify and hold harmless us and our licensees and suppliers, and our employees, representatives, agents, subsidiaries and affiliates, against any and all claims, suits, actions or other proceedings brought against us made by any third party due to, or arising out of, your use of the Partners Portal and any information or content available through it, including any of the Services, your violation of these general terms and conditions or the terms of any subscription agreement for individual Services, or any infringement by you or any other user of your account of any intellectual property rights or the civil and legal rights of any person or entity. You agree to pay any and all costs, damages and expenses, including, but not limited to, reasonable attorney’s fees and costs awarded against or otherwise incurred by us in connection with or arising from any such claim, suit, action or proceeding.

TERMINATION

Either you or us may terminate this Agreement at any time, with or without cause, by giving the other party written notice by overnight mail, email or facsimile, with return proof of receipt. If either one of us terminates this Agreement, then all of the Services that you had been subscribing to will also be terminated, regardless of whatever time may be remaining on your subscription agreement(s). However, you agree to pay all fees that remain due through and including the time of the termination or continued use of any Service. Your termination or continued use of any one or more of your subscription agreements without terminating all of them will not terminate this Agreement. However, the sections regarding Disclaimer of Warranties, Limitation of Liabilities, Indemnification, and Miscellaneous will survive any such termination. This agreement covers only the use of our site, it does not affect any other agreements you may have with UnitedHealthcare Global.

MODIFICATIONS TO CONDITIONS OF USE AND SERVICES

We reserve the right to modify these general terms and conditions at any time by publication through the Partners Portal. In such event, continued use of any Services will be conditioned upon your affirmative acceptance of any such changes by clicking the "I Accept" button, located in our Partners Portal. Your Service(s) as applicable will be terminated if you do not accept such changes. We further reserve the right to modify any of the Services provided to you, for any reason, with or without notice, and without liability to you or any third party. If any modification is unacceptable to you, your only option is to terminate this Agreement. Your continued use of UnitedHealthcare Global.net and any Services following the posting of any notice of modifications or a new agreement will indicate your agreement to the changes.

LINKS TO OTHER SITES

The Partners Portal contains links to third party web sites and are provided solely as a convenience to you and not as an endorsement by us of the content of such third party web sites. We are not responsible for the content of linked third party sites and we do not make any representations regarding the content or accuracy of materials on such third party web sites. If you decide to access links to third party web sites, you do so at your own risk. Your use of third party web sites are subject to terms and conditions for use of such sites. The Partners Portal contains advertisements by third parties, and these advertisements may contain links to other web sites. We do not endorse any product or make any representation regarding the content or accuracy of any materials contained in, or link to, any advertisement on the Partners Portal.

MISCELLANEOUS

This Agreement is personal to you, and you may not assign your rights or obligations to anyone without our prior written consent. Any attempt by you to assign your rights under this Agreement without our written consent will be void. No waiver of any provision of this Agreement shall be deemed as a further or continuing waiver. If any provision(s) is found to be invalid by any court having competent jurisdiction, the invalidity of such provision(s) shall not affect the validity of other provisions of this Agreement. This Agreement is governed by the laws of the State of Florida, without giving effect to any principals of conflicts of law. Both you and us are independent contractors with respect to the subject matter of this Agreement and any subsequent subscription agreements, and nothing contained in this Agreement shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary or similar relationship. This Agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written, with respect to the subject matter treated here. The information, content and Services available through the Partners Portal are subject to United States Export Controls and must not be downloaded or used by any person in violation of any U.S. law, rule or regulation, nor be exported or re-exported into any embargo country in violation of the U.S. Export Control laws. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.