Independence Blue Cross, LLC (“Independence”) provides User ("you" or the "User") with access to Independence’s Provider Engagement Analytics and Reporting Portal (the “PEAR Portal”) to access and use Independence’s provider tools (each referred to herein as an “Application”).
Subject to these Terms, Independence grants the User a nonexclusive, nontransferable, limited and revocable right and license to access and use the PEAR Portal, the Applications and the Independence Data (as defined below) for the sole purpose of creating, modifying, and accessing reports and data. The User will not use the PEAR Portal, any Application or the Independence Data (as defined below) for any other purpose.
Independence reserves the right to terminate the User’s access to the PEAR Portal and/or any Application at any time and for any reason. If you are accessing the PEAR Portal and/or any Application through your provider, your access will be terminated automatically when your provider is no longer a contracted provider in the Independence network or your provider’s participation privileges have been terminated, suspended, or otherwise restricted by Independence and/or its subsidiaries or affiliates. Independence reserves the right at any time to modify, suspend, restrict, or discontinue, temporarily or permanently, the PEAR Portal and/or any Application (or any parts thereof) with or without notice or liability. The User agrees that Independence will not be liable to the User or to any third party for any modification, suspension or discontinuance of the PEAR Portal and/or any Application, or termination of the User’s access to same.
You acknowledge and agree that you shall not copy, repurpose, upload, post, transmit or redistribute the PEAR Portal or any Application, or any element thereof, including, without limitation, text, graphics, reports, images or other materials. You shall not modify or create derivative works based upon the PEAR Portal or any Application, or any element thereof, and you shall not redistribute, sell, decompile, reverse engineer, disassemble or otherwise attempt to access the source code to the PEAR Portal or any Application.
Reservation of Rights and Ownership
You acknowledge and agree that the PEAR Portal and the software used in connection with the Applications contain Independence’s proprietary and confidential information that is protected by applicable intellectual property laws. You further acknowledge and agree that the content presented to you through the PEAR Portal is protected by copyrights, trademarks, service marks, patent or other proprietary rights and laws and shall not be used except as provided in these Terms. “Independence Data” means data resulting from Independence’s processing of User Data, including but not limited to member demographics, provider information, medical and pharmacy claims, vision and dental encounters, member vitals, diagnoses, risk scores, lab results, gaps in care, provider performance measures. “User Data” means all data and information provided to Independence by or on behalf of a User.
The User shall not access or use the PEAR Portal or any Application in any unlawful manner or for any unlawful purpose or in violation of these Terms or applicable laws, rules and regulations. The User will not permit any other individuals to use the PEAR Portal or any Application unless they are a User approved by Independence. The User further agrees not to (1) reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes any portion of the PEAR Portal, any Application or Independence Data, or their capabilities (including log-in information), or (2) use of any Independence service marks or logos.
The User agrees to immediately notify Independence of any unauthorized use of the User’s password, secure login, or other breach of security. The User agrees to exit or logoff from the User’s account and/or any Application, as applicable, at the end of each session. Independence will not be liable for any losses and/or damages arising from the User’s failure to comply with these provisions. Except where expressly authorized by law, the User shall not use another person’s password or user identification to access the PEAR Portal or any Application and agrees not to misrepresent the User’s affiliation with a person or entity to obtain access to the PEAR Portal or any Application. The User agrees not to copy or disseminate, electronically or otherwise, personal or confidential information found on the PEAR Portal or any Application, or related Independence Data including, but not limited to all patient and/or member information.
Independence has created certain security procedures, including the use of passwords and user identification numbers, to assist in keeping information on the PEAR Portal contained within the Applications confidential. The User will be provided with unique passwords to log-in to each Application on the PEAR Portal. The User is responsible for maintaining the confidentiality of the User’s password and/or other secure login information. The User is responsible for all activities that occur under the User’s password or login. Independence may unilaterally suspend or terminate the User’s access to any Application or the PEAR Portal, if Independence has reason to believe that (1) an unauthorized user is accessing and/or using the site on the User’s behalf, or (2) the User is sharing passwords or using login credentials with any other authorized user. The User’s access to the PEAR Portal will be disabled after ninety (90) days of inactivity.
Privacy and HIPAA/HITECH Compliance.
In connection with access to the Applications, you shall comply with applicable data protection and privacy laws, including federal laws of the United States and individual state laws or laws of any other jurisdiction from which data is accessed or transferred or processes data, including the Health Insurance Portability and Accountability Act of 1996 and all implementing rules, regulations and policies adopted thereunder (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and all implementing rules, regulations and policies adopted thereunder, all as may be enacted, promulgated or amended from time to time.
THE APPLICATIONS AND THE PEAR PORTAL AND ALL ELEMENTS THEREOF ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. INDEPENDENCE MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR SUITABILITY OF THE CONTENT CONTAINED ON THE PEAR PORTAL OR WITHIN THE APPLICATIONS. INDEPENDENCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. INDEPENDENCE DOES NOT WARRANT THAT THE PEAR PORTAL AND/OR THE APPLICATIONS WILL OPERATE OR PERFORM IN A MANNER THAT IS UNINTERRUPTED OR ERROR-FREE, OR THAT THE APPLICATIONS OR THE PEAR PORTAL OR HOST SERVER WILL BE MAINTAINED FREE OF VIRUSES OR OTHER HARMFUL CODE. INDEPENDENCE MAKES NO WARRANTIES THAT THE INFORMATION PRESENTED WITHIN THE APPLICATIONS OR ON THE PEAR PORTAL IS CURRENT, UP-TO-DATE OR ACCURATE. THE FOREGOING SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
UNDER NO CIRCUMSTANCES AND REGARDLESS OF LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, WILL INDEPENDENCE OR ANY OF ITS RELATED OR AFFILIATED COMPANIES BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND REGARDLESS OF CHARACTER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RELATING TO LOST DATA, COMPUTER FAILURE OR MALFUNCTIONING, OR OTHERWISE. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT BY ACCESSING THE PEAR PORTAL AND USING THE APPLICATIONS, INDEPENDENCE IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF THE USER. THE FOREGOING SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU AGREE TO THIS ALLOCATION OF RISK IN RELATION TO YOUR ACCESS AND USE OF THE PEAR PORTAL AND THE APPLICATIONS. IF YOU DISAGREE WITH ANY OF THE TERMS AND CONDITIONS OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE APPLICATIONS AND THE PEAR PORTAL.
As a condition of use of the PEAR Portal and any Application, the User agrees to hold harmless and indemnify Independence and its subsidiaries and affiliates, and their directors, officers, agents, principals or other partners, and employees from and against any claims, demands, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees, made by any third party due to or arising out of the User’s (1) use of the PEAR Portal and/or the Application, (2) violation of these Terms, (3) communication of incomplete or inaccurate member information, or (4) violation of applicable law.
Links to Third-Party Web Sites
Independence may provide links and pointers to Internet sites maintained by third parties ("third-party sites") and may from time to time provide third-party materials on the PEAR Portal. Neither Independence nor its related, affiliated companies operate or control in any respect any information, products or services on these third-party sites. The third-party materials in the PEAR Portal and the third-party sites are provided "as is" and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Independence disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness. Independence does not warrant or make any representations regarding the use or the results of the use of the third-party materials or the third-party sites in terms of their correctness, accuracy, timeliness, reliability or otherwise.
All content Independence or its affiliates make available through the PEAR Portal and any Application, such as graphics, buttons, icons, images, audio, clips, data compilations, downloads, report format/templates is the property of Independence, its affiliates, or its content suppliers and is protected by US and international copyright. Use of said content is prohibited unless authorized in writing by Independence.
If the user desires to institute legal proceedings against the Independence concerning these Terms, it shall provide written notice to that effect to Independence. The party providing such notice shall refrain from instituting said legal proceedings for a period of thirty (30) days following the date of provision of such notice. During such period, the parties shall attempt in good faith to amicably resolve their dispute in accordance with the dispute resolution process set forth in the participating provider agreement.
General Terms and Conditions
These Terms shall be deemed to include all other notices, policies, disclaimers and other terms contained in the PEAR Portal and/or any Application; provided, however, that in the event of a conflict between such other terms and these Terms, the terms and conditions outlined in these Terms shall control.
These Terms governing access to the PEAR Portal and use of the Applications will be governed by the laws of the Commonwealth of Pennsylvania, without regard to any conflict of laws principles.
If any part of these Terms is 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 shall continue in effect.
A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.