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Conduent Business Services, LLC
Alaska Medicaid
Electronic Health Records Incentive Program
Web Portal
End User License Agreement and Terms of Use
ACCEPTANCE OF TERMS

THE SERVICES THAT CONDUENT BUSINESS SERVICES, LLC (“CONDUENT”) PROVIDES TO THE PROVIDER ARE SUBJECT TO THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT AND TERMS OF USE ("AGREEMENT"). THIS AGREEMENT GOVERNS THE USE OF ALL DATA AND SOFTWARE AVAILABLE AT THIS SITE ("SITE"). PLEASE READ THIS AGREEMENT CAREFULLY. THE PROVIDER CAN ACCESS THIS AGREEMENT AT ANY TIME BY CLICKING ON TERMS OF USE AT THE BOTTOM OF EVERY PAGE ON THIS SITE. CLICKING ON THE “I AGREE” BUTTON AT THE END OF THIS AGREEMENT AND ACCESSING OF THIS SITE BY THE PROVIDER WILL CONSTITUTE THE PROVIDER’S ACCEPTANCE OF THIS AGREEMENT. CONTINUED ACCESSING OF THIS SITE BY THE PROVIDER WILL CONSTITUTE THE PROVIDER’S ACCEPTANCE OF ANY AMENDMENTS TO THIS AGREEMENT. THE PROVIDER’S FAILURE TO FOLLOW THE TERMS AND CONDITIONS FOR USE OF THIS SITE, WHETHER LISTED BELOW OR IN BULLETINS POSTED AT VARIOUS POINTS IN THIS SITE, MAY RESULT IN SUSPENSION OR TERMINATION OF THE PROVIDER’S ACCESS TO THIS SITE, WITHOUT NOTICE, IN ADDITION TO OTHER REMEDIES AVAILABLE TO CONDUENT. IF THE PROVIDER DOES NOT ACCEPT THIS AGREEMENT, THE PROVIDER’S ACCESS TO ANY OTHER PAGES OF THIS SITE WILL BE DENIED.

 

1. DEFINITIONS

IN ADDITION TO THE TERMS DEFINED ELSEWHERE IN THIS AGREEMENT, FOR PURPOSES OF THIS AGREEMENT THE FOLLOWING TERMS ARE DEFINED AS SPECIFIED BELOW:

AK EHR PROGRAM MEANS THE ALASKA MEDICAID ELECTRONIC HEALTH RECORDS INCENTIVE PROGRAM, 7 AAC 90, ALL IMPLEMENTING RULES, REGULATIONS AND ALL AMENDMENTS THERETO.

AK MEDICAID MEANS THE ALASKA MEDICAID PROGRAM DEFINED AT 7 AAC 105 - 7 AAC 160, ALL IMPLEMENTING RULES, REGULATIONS, AND ALL AMENDMENTS THERETO.

AUTHORIZED EMPLOYEE MEANS AN EMPLOYEE OF A PROVIDER WHO NEEDS TO ACCESS THIS SITE TO PERFORM THEIR DUTIES FOR THE PROVIDER AND WHO THE PROVIDER PROPERLY TRAINED REGARDING USE OF THIS SITE, THE SERVICES, THE SOFTWARE, THE AK EHR PROGRAM, THE AK MEDICAID PROGRAM, HITECH, AND HIPAA. PROVIDER IS RESPONSIBLE FOR THE ACTIONS OF ITS AUTHORIZED EMPLOYEES.

DHSS MEANS THE DEPARTMENT OF HEALTH AND SOCIAL SERVICES, STATE OF ALASKA.

HIPAA MEANS THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996, PUB. L. NO. 104-191, ALL IMPLEMENTING REGULATIONS AND ALL AMENDMENTS THERETO.

HITECH MEANS THE HEALTH INFORMATION TECHNOLOGY FOR ECONOMIC AND CLINICAL HEALTH ACT, PUB L. NO. 111-5, §§ 13001-13424, ALL IMPLEMENTING REGULATIONS, AND ALL AMENDMENTS THERETO.

INDIVIDUAL MEANS AN INDIVIDUAL WHO IS THE SUBJECT OF PROTECTED HEALTH INFORMATION, AS THAT TERM IS DEFINED BY HIPAA. LARGER WORK MEANS A WORK THAT COMBINES ANY OF THE SOFTWARE OR PORTIONS THEREOF WITH CODE NOT GOVERNED BY THE TERMS OF THIS AGREEMENT.

INTELLECTUAL PROPERTY MEANS ALL INFORMATION (REGARDLESS OF THE METHOD OF EXPRESSION OR STORAGE OF SUCH INFORMATION) THAT HAS BEEN DISCLOSED, IS DISCLOSED OR WILL BE DISCLOSED BY CONDUENT, ITS AGENTS, CLIENTS OR OTHERS TO PROVIDER, INCLUDING WITHOUT LIMITATION INFORMATION NOT KNOWN BY OR THAT IS GENERALLY UNAVAILABLE TO THE PUBLIC AT LARGE WHICH CONCERNS THE BUSINESS, PROCESSES, TECHNIQUES OR AFFAIRS OF CONDUENT OR ITS CLIENTS.

PROVIDER MEANS  AN ELIGIBLE PROFESSIONAL OR GENERAL HOSPITAL, AS DEFINED IN 42 C.F.R. 495.304, ENROLLED IN THE AK MEDICAID PROGRAM, AND WHO ACCEPTS THIS AGREEMENT INCLUDING:

THE INDIVIDUAL PROVIDER WHO ACCEPTS THE TERMS OF THIS AGREEMENT; OR

THE ORGANIZATION, IF THIS AGREEMENT IS ACCEPTED ON BEHALF OF AN ORGANIZATION. IF THE AGREEMENT IS ACCEPTED ON BEHALF OF AN ORGANIZATION, THE ACCEPTING PERSON REPRESENTS AND WARRANTS THAT HE OR SHE IS FULLY AUTHORIZED TO ENTER THIS AGREEMENT ON THE ORGANIZATION’S BEHALF.

SERVICES MEANS ALL DATA APPLICATIONS AND DATA AVAILABLE AT THIS SITE, INCLUDING, WITHOUT LIMITATION, TO PROVIDER, ENROLLEE, CLAIMS, AND FISCAL DATA RELATING TO THE AK MEDICAID PROGRAM PATIENTS AND, AS ALLOWED BY DHSS’S CONTRACTUAL DATA EXCHANGE, CLINICAL DATA ENTERED BY PROVIDERS AS A PART OF THE AK EHR PROGRAM WEB PORTAL’S ONLINE PATIENT RECORD AND THEIR PROFILES, INCLUDING PROTECTED PERSONAL INFORMATION, AS THAT TERM IS DEFINED BY HIPAA. THESE SERVICES, INCLUDING ANY UPDATES, ENHANCEMENTS, NEW FEATURES, AND/OR THE ADDITION OF ANY NEW WEB PROPERTIES OR DATA, AND PROVIDER’S USE OF THE SERVICES, ARE SUBJECT TO THIS AGREEMENT.

SOFTWARE MEANS ALL PROGRAMS, PROGRAMMING LANGUAGES, AND DIGITALLY STORED DATA, INCLUDING, BUT NOT LIMITED TO, DIGITAL IMAGES, FISCAL RECORDS, REPORTS, ETC., THAT ARE MADE AVAILABLE FOR DOWNLOAD FROM THIS SITE.

2. COMPLIANCE WITH ALASKA PROGRAMS

THE PROVIDER CERTIFIES THAT IT WILL COMPLY WITH ALL PROGRAM LAWS AND RULES, IN CONSIDERATION OF THE ALASKA ELECTRONIC HEALTH RECORDS INCENTIVE PROGRAM (7 AAC 90), AND ALASKA MEDICAID AND CAMA PROGRAMS (ALASKA STATUTES 47.07.030 AND 47.08.150, ALSO REFERRED TO AS ALASKA MEDICAL ASSISTANCE OR THE ALASKA MEDICAL ASSISTANCE PROGRAM), AS APPLICABLE.

3. DESCRIPTION OF SERVICES

CONDUENT HAS AN AGREEMENT WITH THE ALASKA DEPARTMENT OF HEALTH AND SOCIAL SERVICES (DHSS) TO PROVIDE SUPPORT TO THE AK EHR PROGRAM. PURSUANT TO THAT AGREEMENT, CONDUENT GRANTED A LICENSE TO PARTICIPATING ALASKA PROVIDERS TO USE CONDUENT’S PROPRIETARY APPLICATION TO SUBMIT AND ACCESS DATA RELATING TO THE AK EHR PROGRAM. 

DHSS EMPLOYEES AND CONTRACTORS USE THE SITE TO VERIFY AK EHR PROGRAM PARTICIPANT AND PROVIDER DATA AND MAINTAIN THE AK EHR PROGRAM. PROVIDERS MAY USE THE SITE TO ACCESS DATA RELATING TO AK EHR PROGRAM RECIPIENTS. THIS MAY INCLUDE, BUT IS NOT LIMITED TO, RECEIVING CLAIMS DATA, PROVIDER PERSONAL INFORMATION, AND PROVIDER PATIENT VOLUMES. PROVIDERS MAY ALSO USE THE SITE TO INPUT PATIENT DATA. THIS SYSTEM ALLOWS PROVIDERS TO VIEW AND SEARCH THE AK EHR PROGRAM WEB PORTAL.

4. LICENSE

CONDUENT GRANTS PROVIDER A NON-TRANSFERABLE, NON-SUBLICENSABLE, NON-EXCLUSIVE, TERMINABLE LICENSE TO ACCESS THE SERVICES DURING THE TERM OF THIS AGREEMENT, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE AK MEDICAID PROGRAM, THE AK EHR PROGRAM, HIPAA, HITECH, ALL APPLICABLE INTELLECTUAL PROPERTY LAWS, AND ALL APPLICABLE FEDERAL AND STATE LAWS. PROVIDER MAY NOT USE, MANIPULATE, ACCESS, REPRODUCE, OR DISTRIBUTE SERVICES, SOFTWARE OR CONDUENT INTELLECTUAL PROPERTY EXCEPT AS EXPRESSLY PERMITTED IN THIS AGREEMENT. PROVIDER SHALL HAVE NO OWNERSHIP INTEREST OR ANY OTHER RIGHTS IN ANY SERVICES OR SOFTWARE, OR OTHER CONDUENT INTELLECTUAL PROPERTY.

THE INITIAL TERM OF THIS AGREEMENT SHALL RUN FROM THE DATE THE PROVIDER ELECTRONICALLY ACCEPTS THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SHALL REMAIN IN EFFECT FOR TWELVE MONTHS, UNLESS EARLIER TERMINATED IN ACCORDANCE WITH THE TERMINATION PROVISIONS HEREOF (THE “INITIAL TERM”). UPON THE EXPIRATION OF THE INITIAL TERM, THIS AGREEMENT WILL AUTOMATICALLY RENEW FOR SUCCESSIVE ONE-YEAR RENEWAL TERMS (EACH A “RENEWAL TERM”) UNLESS EITHER PARTY PROVIDES THE OTHER WITH WRITTEN NOTICE OF ITS INTENT NOT TO RENEW THIS AGREEMENT AT LEAST THIRTY (30) DAYS PRIOR TO THE EXPIRATION OF THE THEN-CURRENT TERM (THE INITIAL TERM AND ANY RENEWAL TERMS MAY BE COLLECTIVELY REFERRED TO AS THE “TERMS”).

PROVIDER MAY NOT USE, COPY, TRANSLATE, MODIFY, DEPLOY, DISASSEMBLE, DECOMPILE, CREATE, OR ATTEMPT TO CREATE, BY REVERSE ENGINEERING OR OTHERWISE, THE SOFTWARE OR SERVICES OR USE ANY CONDUENT INTELLECTUAL PROPERTY TO CREATE A LARGER WORK OR A DERIVATIVE WORK OF ANY KIND OR FOR ANY PURPOSE.

CONDUENT SHALL NOT BE OBLIGATED TO PROVIDE THE COMPUTER HARDWARE, INTERNET BROWSER SOFTWARE AND INTERNET ACCESS NECESSARY FOR PROVIDER TO ACCESS THIS SITE OR THE SERVICES. CONDUENT SHALL NOT BE OBLIGATED TO PROVIDE ANY CORRECTIONS, UPGRADES, MODIFICATIONS, ENHANCEMENTS TO, OR NEW VERSIONS OF THIS SITE OR THE SERVICES. CONDUENT SHALL NOT BE OBLIGATED TO MAINTAIN, MANAGE, PROGRAM, CORRECT, REPAIR, OR FACILITATE IN ANY WAY PROVIDER’S COMPUTER OR EQUIPMENT THAT MAY BE USED BY PROVIDER OR AN AUTHORIZED EMPLOYEE TO ACCESS THE SERVICES. CONDUENT SHALL NOT BE OBLIGATED TO MAINTAIN THIS SITE OR THE SERVICES, OR TO PROVIDE ANY CORRECTIONS, UPGRADES, MODIFICATIONS, ENHANCEMENTS TO, OR NEW VERSIONS OF THE SERVICES OR THIS SITE, BUT MAY, WITHIN CONDUENT’S SOLE DISCRETION, DO SO WITH WITHOUT NOTICE TO PROVIDER.

PROVIDER SHALL NOT, WITHOUT PRIOR WRITTEN PERMISSION OF CONDUENT, PROVIDE ACCESS TO THIS SITE OR THE SERVICES TO ANY PERSON OTHER THAN PROVIDER OR AUTHORIZED EMPLOYEES. PROVIDER MAY NOT ASSIGN, DELEGATE, SUBLICENSE, PLEDGE, OR OTHERWISE TRANSFER ANY RIGHTS GRANTED HEREIN RELATING TO THIS SITE OR THE SERVICES.

THIS AGREEMENT DOES NOT GRANT ANY RIGHTS TO USE ANY OF CONDUENT’S TRADEMARKS OR TRADE NAMES. NO CONDUENT TRADEMARKS MAY BE USED TO ENDORSE OR PROMOTE PRODUCTS OTHER THAN CONDUENT PRODUCTS.

CONDUENT RETAINS ALL RIGHTS, TITLE AND INTEREST IN AND TO THIS SITE, THE SOFTWARE, THE SERVICES, AND ANY MODIFICATIONS MADE THERETO BY OR ON BEHALF OF CONDUENT.

PROVIDER IS INDIVIDUALLY RESPONSIBLE FOR ALL ACCESS, USE, OR DISCLOSURES OF ANY INFORMATION OBTAINED FROM THIS SITE EXCEPT AS EXPRESSLY PROVIDED BY THIS AGREEMENT.

5. USE OF PASSWORD

PROVIDER’S RIGHT TO USE THE SERVICES IS PERSONAL TO PROVIDER. PROVIDER MAY NOT AUTHORIZE OTHERS, EXCEPT FOR AUTHORIZED EMPLOYEES, TO USE THE SERVICES, AND PROVIDER IS RESPONSIBLE FOR ALL USE BY PROVIDER OR PROVIDER’S AUTHORIZED EMPLOYEES. PROVIDER MAY NOT SUBLICENSE, TRANSFER, SELL, OR ASSIGN THIS AGREEMENT TO ANY THIRD PARTY WITHOUT CONDUENT’S WRITTEN APPROVAL. ANY ATTEMPT TO DO SO WILL BE NULL AND VOID AB INITIO AND SHALL BE CONSIDERED A MATERIAL BREACH OF THIS AGREEMENT. NOTWITHSTANDING THE ABOVE, PROVIDER MAY PERMIT ACCESS TO THIS SITE AND PERMIT USE OF THE SERVICES BY AUTHORIZED EMPLOYEES. PROVIDER IS SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF PROVIDER’S PASSWORD. ONLY ONE SUBSCRIBER ID AND PASSWORD IS ISSUED FOR THE PROVIDER’S ACCOUNT.  PROVIDER IS SOLELY RESPONSIBLE FOR ALL USAGE OR ACTIVITY ON PROVIDER’S ACCOUNT INCLUDING, BUT NOT LIMITED TO, USE OF THE ACCOUNT BY ANY AUTHORIZED EMPLOYEE AND ANY PERSON WHO USES THE PROVIDER OR AN AUTHORIZED EMPLOYEE’S SUBSCRIBER ID AND PASSWORD.

IN THE EVENT AN AUTHORIZED EMPLOYEE LEAVES THE PROVIDER’S PRACTICE, THE PROVIDER MUST NOTIFY CONDUENT OF THE EMPLOYEE’S TERMINATION WITHIN ONE (1) BUSINESS DAY. THE PROVIDER MUST CONTACT CONDUENT AT 1-866-879- 0109 TO HAVE THE AUTHORIZED EMPLOYEE’S ACCESS REMOVED.

PROVIDER AGREES TO REPORT TO CONDUENT ANY USE OR DISCLOSURE OF THE SERVICES NOT PROVIDED FOR BY THIS AGREEMENT, OF WHICH THE PROVIDER BECOMES AWARE, IMMEDIATELY FOLLOWING THE DISCOVERY OF SUCH UNAUTHORIZED USE OR DISCLOSURE.

IF THE PROVIDER HAS REASON TO BELIEVE THAT ITS ACCOUNT IS NO LONGER SECURE (FOR EXAMPLE, IN THE EVENT OF A LOSS, THEFT, OR UNAUTHORIZED DISCLOSURE OR USE OF PROVIDER’S SUBSCRIBER ID AND PASSWORD STORED ON THIS SITE), THE PROVIDER MUST IMMEDIATELY CHANGE THE PASSWORD AND NOTIFY CONDUENT IMMEDIATELY OF THE PROBLEM BY CONTACTING CONDUENT AT 1-866-879-0109.

6. AMENDMENTS

CONDUENT RESERVES THE RIGHT TO AMEND THIS AGREEMENT AT ANY TIME. PROVIDER WILL BE NOTIFIED OF ANY CHANGE WHEN THE PROVIDER LOGS ON TO THE SITE. THE DATE OF THE MOST RECENT AMENDMENT WILL APPEAR ON THIS PAGE.

7. CONDUENT ASSUMES NO RESPONSIBILITY FOR ACCURACY

PROVIDER RECOGNIZES THAT CONDUENT RECEIVES THE PATIENT INFORMATION AVAILABLE ON THIS SITE FROM OTHER SOURCES AND IS THEREFORE A SECONDARY SOURCE OF THAT INFORMATION. THEREFORE, CONDUENT MAKES NO REPRESENTATION ABOUT AND SHALL NOT BE HELD RESPONSIBLE FOR THE ACCURACY OF THE PATIENT INFORMATION AVAILABLE ON THIS SITE. PROVIDER EXPRESSLY HEREBY AGREES TO WAIVE ANY RIGHT UNDER FEDERAL OR STATE STATUTORY, REGULATORY OR COMMON LAW, REGARDLESS OF THE CAUSE OF ACTION, TO ATTEMPT TO HOLD CONDUENT, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS RESPONSIBLE FOR THE ACCURACY, OR LACK THEREOF, OF THE PATIENT INFORMATION AVAILABLE ON THIS SITE.

8. NON-CONFIDENTIAL INFORMATION SUBMITTED TO CONDUENT

OTHER THAN PERSONALLY IDENTIFIABLE HEALTH INFORMATION AS PROVIDED IN THE CONDUENT ONLINE PRIVACY STATEMENT AND THIS AGREEMENT, ANY OTHER INFORMATION SENT TO CONDUENT THROUGH THIS SITE WILL BE TREATED AS NON-CONFIDENTIAL. PROVIDER GRANTS TO CONDUENT AN UNRESTRICTED, ROYALTY- FREE, IRREVOCABLE LICENSE TO USE, REPRODUCE, DISPLAY, PERFORM, MODIFY, TRANSMIT AND DISTRIBUTE THE NON-CONFIDENTIAL INFORMATION. PROVIDER AGREES THAT CONDUENT IS ENTITLED TO USE FOR ANY PURPOSE WHATSOEVER ANY IDEAS, CONCEPTS, KNOW-HOW OR TECHNIQUES THAT PROVIDER SENDS, WITHOUT ANY OBLIGATION OF COMPENSATION TO PROVIDER OR ANY OTHER PERSON. PROVIDER’S PERSONALLY IDENTIFIABLE INFORMATION THAT IS SUBMITED WILL BE TREATED IN ACCORDANCE WITH THE CONDUENT ONLINE PRIVACY STATEMENT THAT ACCOMPANIES THIS SITE, THIS AGREEMENT, OR AS MORE SPECIFICALLY DESCRIBED IN ANOTHER CONDUENT WEB SITE PROVIDER MAY ACCESS.

PROVIDER IS PROHIBITED FROM POSTING ON THIS SITE OR TRANSMITTING TO OR FROM THIS SITE ANY MATERIAL THAT IS FALSE OR INACCURATE, SOLICITOUS, ADVERTISING, UNLAWFUL, THREATENING, LIBELOUS, DEFAMATORY, INFLAMMATORY, OBSCENE, PROFANE, PORNOGRAPHIC, INVASIVE OF A PERSON'S PRIVACY OR COULD GIVE RISE TO ANY CIVIL OR CRIMINAL LIABILITY UNDER THE LAW. PROVIDER IS PROHIBITED FROM POSTING OR TRANSMITTING TO THIS SITE ANY COPYRIGHTED MATERIAL OR MATERIAL THAT IS CONFIDENTIAL TO A THIRD PARTY.

CONDUENT HAS THE RIGHT BUT NOT THE OBLIGATION TO MONITOR AND REVIEW TRANSMISSIONS, BULLETIN BOARDS, POSTINGS AND CHAT ROOMS ON THIS SITE. CONDUENT ASSUMES NO LIABILITY WITH RESPECT TO SUCH ACTIVITIES OR THE CONTENT OF ANY SUCH LOCATIONS.

9. ASSIGNMENT/AGREEMENT NOT USED AS COLLATERAL

PROVIDER SHALL ASSIGN OR OTHERWISE TRANSFER ANY OF THE RIGHTS OR DELEGATE ANY OF THE DUTIES SET FORTH IN THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY. PROVIDER SHALL NOT USE THIS AGREEMENT, OR ANY PORTION THEREOF, FOR COLLATERAL FOR ANY FINANCIAL OBLIGATION, WITHOUT THE PRIOR WRITTEN PERMISSION OF THE CONDUENT.

10. AUDIT/ACCESS TO RECORDS

DHSS, CONDUENT, AND THEIR AUTHORIZED AGENTS SHALL HAVE THE RIGHT UPON REASONABLE ADVANCE NOTICE TO AUDIT AND INSPECT THE PROVIDER OR ITS AUTHORIZED EMPLOYEES ACCESS AND USE OF THE SITE, THE SERVICES, OR THE SOFTWARE IN ORDER TO VERIFY THE PROVIDER’S COMPLIANCE WITH THIS AGREEMENT. NOTHING SHALL AFFECT THE DHSS OR CONDUENT’S AUDIT RIGHTS OUTSIDE OF THIS AGREEMENT.

11. ALTERNATIVE DISPUTE RESOLUTION

ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT AS TO CONDUENT MAY BE ASSIGNED TO NON-BINDING MEDIATION UPON MUTUAL AGREEMENT OF THE PARTIES, IN ACCORDANCE WITH THE ALASKA SUPREME COURT'S RULES FOR ALTERNATIVE DISPUTE RESOLUTION. THE PARTIES TO THE DISPUTE SHALL BEAR THEIR RESPECTIVE COSTS FOR THE MEDIATION. THE RIGHTS AND REMEDIES OF THE PARTIES PROVIDED FOR IN MEDIATION ARE IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES PROVIDED BY LAW OR UNDER THIS AGREEMENT.

12. INDEMNIFICATION

PROVIDER AGREES TO INDEMNIFY, SAVE HARMLESS, AND DEFEND THE STATE OF ALASKA, ITS AGENTS AND ITS EMPLOYEES FROM ANY AND ALL CLAIMS OR ACTIONS FOR INJURIES OR DAMAGES SUSTAINED BY ANY PERSON OR PROPERTY ARISING DIRECTLY OR INDIRECTLY FROM THE PROVIDER’S ACTIVITIES UNDER THIS AGREEMENT.

13. INFRINGEMENT

IF ANY PORTION OF FUNCTIONALITY IMPLEMENTED BY THE CONDUENT SOFTWARE BECOMES THE SUBJECT OF A CLAIM OF INFRINGEMENT, CONDUENT MAY, IN ITS SOLE DISCRETION, ATTEMPT TO PROCURE THE RIGHTS NECESSARY TO CONTINUE USE OF THE SOFTWARE; MODIFY THE SOFTWARE, SO THAT IT IS NO LONGER INFRINGING, OR SUSPEND THE PROVIDER OR AUTHORIZED EMPLOYEE’S RIGHTS TO USE THE SOFTWARE UNTIL A FINAL DETERMINATION OF THE INFRINGEMENT CLAIM IS MADE AND CONDUENT LIFTS SUCH SUSPENSION. SUCH SUSPENSION OF RIGHTS WILL BE EFFECTIVE IMMEDIATELY UPON CONDUENT’S POSTING OF A NOTICE TO SUCH EFFECT ON THE CONDUENT WEBSITE (http://www.Conduent.ca/healthcare/enca.html).

14. RESTRICTED RIGHTS

ALL CONDUENT PROPRIETARY SOFTWARE AND SOFTWARE ARE PROVIDED WITH RESTRICTED RIGHTS. USE, DUPLICATION, OR DISCLOSURE BY THE GOVERNMENT IS SUBJECT TO RESTRICTIONS AS SET FORTH IN SUBPARAGRAPH (C)(1)(II) OF THE RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE CLAUSE AT DFARS 252.227-7013 OR SUBPARAGRAPHS (C)(1) AND (2) OF THE COMMERCIAL COMPUTER SOFTWARE-RESTRICTED RIGHTS AT 48 CFR 52.227-19, AS APPLICABLE. THE MANUFACTURER IS CONDUENT BUSINESS SERVICES, LLC, 2810 N. PARHAM ROAD, SUITE 210, RICHMOND VIRGINIA 23294.

15. PUBLICITY

ANY PUBLICITY GIVEN TO THE PROGRAM OR SERVICES PROVIDED HEREIN, INCLUDING, BUT NOT LIMITED TO, NOTICES, INFORMATION, PAMPHLETS, PRESS RELEASES, RESEARCH, REPORTS, SIGNS, AND SIMILAR PUBLIC NOTICES PREPARED BY OR FOR CONDUENT, SHALL IDENTIFY CONDUENT AS THE SPONSORING AGENCY AND SHALL NOT BE RELEASED WITHOUT PRIOR WRITTEN APPROVAL FROM CONDUENT.

16. PERSONAL AND NON-COMMERCIAL USE LIMITATION

OTHER THAN TO SERVE THE AK EHR PROGRAM PARTICIPANTS, THE SERVICES ARE FOR NON-COMMERCIAL USE ONLY. EXCEPT AS EXPRESSLY PROVIDED, NEITHER THE PROVIDER NOR ITS AUTHORIZED EMPLOYEES MAY MODIFY, COPY, DISTRIBUTE, TRANSMIT, DISPLAY, PERFORM, REPRODUCE, PUBLISH, LICENSE, CREATE DERIVATIVE WORKS FROM, TRANSFER, OR SELL ANY INFORMATION, DATA, SOFTWARE, PRODUCTS, OR OTHER SERVICES OBTAINED UNDER THIS AGREEMENT. PROVIDER MAY USE THESE SERVICES AND THIS SITE ONLY TO PROVIDE SERVICES DIRECTLY RELATED TO AK EHR PROGRAM RECIPIENTS THAT ARE THE SUBJECT OF THE SERVICES AND TO SUPPORT THE EHR.

17. PRIVACY AND PROTECTION OF PERSONAL INFORMATION

PROVIDER AGREES THAT THESE SERVICES CONTAIN INFORMATION REGARDING INDIVIDUALS THAT IS PROTECTED FROM DISCLOSURE BY HIPAA, HITECH, AND OTHER FEDERAL AND STATE LAWS OR REGULATIONS. BY USING THESE SERVICES, THE PROVIDER AGREES TO BE BOUND BY, AND COMPLY WITH, ALL APPLICABLE LAWS AND REGULATIONS.

PROVIDER AGREES TO MAINTAIN AS CONFIDENTIAL AND NOT DISCLOSE ANY OF THE SERVICES OR SOFTWARE, INCLUDING PROTECTED HEALTH INFORMATION, TO ANY THIRD PARTY WITHOUT CONDUENT’S PRIOR CONSENT AND AUTHORIZATION, UNLESS OTHERWISE PERMITTED BY THIS AGREEMENT OR AS REQUIRED BY LAW. PROVIDER AGREES TO USE APPROPRIATE SAFEGUARDS TO PREVENT USE OR DISCLOSURE OF THE SERVICES OTHER THAN AS PROVIDED BY THIS AGREEMENT.

PROVIDER AGREES TO REPORT TO CONDUENT ANY USE OR DISCLOSURE OF THE SERVICES NOT PROVIDED FOR BY THIS AGREEMENT OF WHICH PROVIDER BECOMES AWARE WITHIN THREE (3) DAYS OF DISCOVERY OF SUCH UNAUTHORIZED USE OR DISCLOSURE.

18. NOTICE SPECIFIC TO SOFTWARE/SERVICES

ALL SOFTWARE IS THE COPYRIGHTED WORK OF CONDUENT OR ITS SUPPLIERS, REGARDLESS OF WHETHER THE SOFTWARE IS ITSELF MARKED AS A COPYRIGHTED WORK. USE OF THE SOFTWARE IS GOVERNED BY THE TERMS OF THIS AGREEMENT. PROVIDER OBTAINS NO RIGHTS OF OWNERSHIP OR CONTROL OVER THE SERVICES, SOFTWARE, OR INTELLECTUAL PROPERTY CONTAINED IN OR THAT ARE OTHERWISE A PART OF THIS SITE. PROVIDER WILL BE UNABLE TO INSTALL ANY SOFTWARE OR ACCESS ANY SERVICES UNLESS THE PROVIDER AGREES TO THE TERMS OF THIS AGREEMENT.

THE SOFTWARE IS MADE AVAILABLE FOR DOWNLOAD SOLELY FOR USE BY PROVIDERS AND AUTHORIZED EMPLOYEES ACCORDING TO THIS AGREEMENT. NEITHER PROVIDER NOR ITS AUTHORIZED EMPLOYEES MAY, IN ANY WAY, MAKE UNAUTHORIZED USE, BY PUBLICATION, DUPLICATION OR COPYING, RE-TRANSMISSION, DISTRIBUTION, PERFORMANCE, CACHING OR OTHERWISE, OF ANY SOFTWARE, SERVICES, MATERIAL, DATA PROCESSES, OR CONDUENT INTELLECTUAL PROPERTY OBTAINED THROUGH THIS SITE. ANY REPRODUCTION OR REDISTRIBUTION OF THE SOFTWARE IS EXPRESSLY PROHIBITED BY LAW, AND MAY RESULT IN SEVERE CIVIL AND CRIMINAL PENALTIES. VIOLATORS WILL BE PROSECUTED TO THE MAXIMUM EXTENT POSSIBLE.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.

THIS SITE CONTAINS COPYRIGHTED AND OTHER PROPRIETARY INFORMATION. OTHER THAN TO SERVE PROVIDER’S AK EHR PROGRAM RECIPIENTS, PROVIDER MAY NOT IN ANY WAY MAKE COMMERCIAL OR OTHER UNAUTHORIZED USE, BY PUBLICATION, RE-TRANSMISSION, DISTRIBUTION, PERFORMANCE, CACHING OR OTHERWISE, OF MATERIAL OBTAINED THROUGH THIS SITE.

PROVIDER AGREES NOT TO DISRUPT, MODIFY, OR INTERFERE WITH THIS SITE, OR ITS ASSOCIATED SOFTWARE, HARDWARE, AND/OR SERVERS IN ANY WAY, AND AGREES NOT TO IMPEDE OR INTERFERE WITH OTHER USERS’ USE OF THIS SITE. PROVIDER FURTHER AGREES NOT TO ALTER OR TAMPER WITH ANY INFORMATION OR MATERIALS ON OR ASSOCIATED WITH THIS SITE.

OTHER THAN CONNECTING TO CONDUENT’ SERVERS BY HTTP REQUESTS USING A WEB BROWSER, THE PROVIDER MAY NOT ATTEMPT TO GAIN ACCESS TO CONDUENT’ SERVERS BY ANY MEANS, INCLUDING, WITHOUT LIMITATION, BY USING ADMINISTRATOR PASSWORDS OR BY MASQUERADING AS AN ADMINISTRATOR WHILE USING THIS SITE OR OTHERWISE.

19. TERMINATION

CONDUENT SHALL HAVE THE RIGHT TO TERMINATE PROVIDER OR ANY AUTHORIZED EMPLOYEE’S OR ANY USER’S ACCESS TO THIS SITE, THIS LICENSE, THE SERVICES, AND THIS AGREEMENT IN THEIR ENTIRETY, OR ANY PORTION THEREOF, AUTOMATICALLY AND IMMEDIATELY FOR ANY REASON WITH OR WITHOUT NOTICE. NO PENALTY SHALL ACCRUE TO THE CONDUENT IN THE EVENT THIS PROVISION IS EXERCISED, AND THE CONDUENT SHALL NOT BE OBLIGATED OR LIABLE FOR ANY DAMAGES AS A RESULT OF TERMINATION UNDER THIS SECTION.

UPON THE TERMINATION OR EXPIRATION OF THIS AGREEMENT, PROVIDER AGREES TO AND WILL:

IMMEDIATELY CEASE ATTEMPTS TO ACCESS THIS SITE OR USE THE SERVICES;

WITHIN TWENTY-FOUR (24) HOURS, IRRETRIEVABLY DELETE AND REMOVE THE SITE ACCESS CODES AND PASSWORDS FROM PROVIDER’S SYSTEMS, COMPUTER TERMINALS, WORKSTATIONS, AND APPLICATION SERVERS, AND DESTROY ALL COPIES OF THE ACCESS CODES AND PASSWORDS; AND

UPON REQUEST BY CONDUENT, CERTIFY IN WRITING TO CONDUENT THAT PROVIDER HAS PERFORMED THE FOREGOING.

20. EXPRESS DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

IN NO EVENT WILL CONDUENT OR THE ALASKA DEPARTMENT OF HEALTH AND SOCIAL SERVICES ("DHSS") BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES FOR LOST PROFITS, LOST REVENUE OR LOSS OF USE, ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THIS SITE, ITS CONTENT OR LINKS, INCLUDING DAMAGES CAUSED BY OR RELATED TO INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, OR COMPUTER VIRUS, EVEN IF CONDUENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CONDUENT EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. CONDUENT DOES NOT WARRANT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET PROVIDER’S REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CONDUENT OR A CONDUENT AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY BY CONDUENT.

THE SITE IS PROVIDED "AS IS." CONDUENT MAKES NO WARRANTY OR REPRESENTATION REGARDING THE ACCURACY OF THE SERVICES, INCLUDING THE PATIENT DATA. PROVIDER BEARS ALL OF THE RISK ARISING OUT OF USE OR PERFORMANCE OF THIS SITE, THE SERVICES, OR THE SOFTWARE REMAINS.

PROVIDER ACKNOWLEDGES THAT IT IS USING THE SERVICES AND SOFTWARE AT ITS OWN RISK. IN NO EVENT SHALL CONDUENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, COMPUTER FAILURE OR MALFUNCTION, WORK STOPPAGE, LOSS OF GOOD WILL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER COMMERCIAL, TORT, OR PECUNIARY LOSS) ARISING OUT OF OR RELATING TO, OR BASED ON PROVIDER’S USE OF THIS SITE, THE SOFTWARE, THE SERVICES, THE PATIENT INFORMATION AVAILABLE ON THIS SITE, OR THIS AGREEMENT, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, GROSS NEGLIGENCE, OR MEDICAL MALPRACTICE), PRODUCTS LIABILITY OR OTHERWISE, EVEN IF CONDUENT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

CONDUENT MAKES NO REPRESENTATION THAT MATERIALS ON THE SERVICE ARE APPROPRIATE, AVAILABLE OR LEGAL IN ANY PARTICULAR LOCATION. THOSE WHO CHOOSE TO ACCESS THE SITE OR USE THE SERVICES OR SOFTWARE DO SO ON THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL LAWS, INCLUDING LOCAL LAWS, IF AND TO THE EXTENT LOCAL LAWS ARE APPLICABLE.

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION SET FORTH HEREIN WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH AND SURVIVES TERMINATION OR EXPIRATION OF THIS AGREEMENT.

PROVIDER HEREBY AGREES TO RELEASE CONDUENT, ITS AFFILIATES AND THIRD-PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED ("CLAIMS"), ARISING OUT OF OR IN ANY WAY CONNECTED WITH PROVIDER’S USE OF THIS SITE, THE SERVICES, OR THE SOFTWARE. IF PROVIDER IS A CALIFORNIA RESIDENT, PROVIDER WAIVES CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR".

21. JURISDICTION AND VENUE

PROVIDER AGREES THAT THIS AGREEMENT, FOR ALL PURPOSES, SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES AND STATE OF ALASKA U.S.A., AND WITHOUT REFERENCE TO ITS CONFLICTS OR CHOICE OF LAWS PROVISIONS. THE COURTS OF THE STATE OF ALASKA SHALL HAVE JURISDICTION OVER THIS AGREEMENT AND THE PARTIES AND THE VENUE. PROVIDER AGREES THAT ANY ACTION BASED ON OR ALLEGING A BREACH OF THIS AGREEMENT OR OTHERWISE RELATED TO THIS AGREEMENT MUST BE BROUGHT IN A STATE OR FEDERAL COURT IN ALASKA. IN ADDITION, PROVIDER AGREES TO SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS.

22. APPLICABLE LAW

THIS SITE IS CONTROLLED, OPERATED AND ADMINISTERED BY CONDUENT FROM ITS OFFICES WITHIN THE UNITED STATES OF AMERICA. CONDUENT MAKES NO REPRESENTATION THAT INFORMATION AVAILABLE ON OR THROUGH THIS SITE IS APPROPRIATE, AVAILABLE OR LAWFUL FOR USE AT OTHER LOCATIONS OUTSIDE OF THE U.S. ACCESS TO SOME INFORMATION THROUGH THIS SITE FROM COUNTRIES AND AREAS OUTSIDE OF THE U.S. MAY BE PROHIBITED BY COUNTRY OR LOCAL LAW. PROVIDER IS RESPONSIBLE FOR COMPLYING WITH FEDERAL AND LOCAL LAW IN USING AND ACCESSING THE SITE AND THE INFORMATION PROVIDED. PROVIDER MAY NOT USE OR ACCESS THIS SITE OR EXPORT THE INFORMATION AVAILABLE THROUGH THIS SITE IN VIOLATION OF U.S. EXPORT LAWS AND REGULATIONS.

PROVIDER AGREES THAT THE LAWS AND STATUTES OF THE UNITED STATES AND THE STATE OF ALASKA, USA, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES, WILL APPLY TO ALL MATTERS RELATING TO THE USE OF THIS SITE IN ALASKA.

23. SOVEREIGN IMMUNITY

THE PARTIES INTEND AND AGREE THAT THE STATE OF ALASKA AND THE CONDUENT DO NOT WAIVE SOVEREIGN IMMUNITY BY ENTERING INTO THIS AGREEMENT AND SPECIFICALLY RETAIN IMMUNITY AND ALL DEFENSES AVAILABLE TO THEM UNDER ALL OTHER STATE LAWS.

24. SURVIVABILITY

THE FOLLOWING PROVISIONS OF THIS AGREEMENT SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT: THE PROVISIONS OF SECTION 7, CONDUENT ASSUMES NO RESPONSIBILITY FOR ACCURACY; SECTION 10, AUDIT/ACCESS TO RECORDS; SECTION 16, PERSONAL AND NON-COMMERCIAL USE LIMITATION; SECTION 17, PRIVACY AND PROTECTION OF PERSONAL INFORMATION; SECTION 23, SOVEREIGN IMMUNITY; AND SECTION 29, INJUNCTIVE RELIEF, SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

25 FORCE MAJEURE

CONDUENT SHALL NOT BE LIABLE FOR DELAYS IN PERFORMING OR FAILURE TO PERFORM THIS AGREEMENT OR ANY OBLIGATIONS HEREUNDER, FOR ANY REASON BEYOND CONDUENT’S CONTROL, INCLUDING BUT NOT LIMITED TO, ACTS OF GOD, FIRES, TERRORISM, STRIKES, LABOR DISPUTES, WAR, ACTS OR INTERVENTION BY ANY GOVERNMENTAL AUTHORITY, FAILURE OF A COMMON CARRIER, SUPPLIER, HARDWARE, SOFTWARE, BROWSER, OR COMMUNICATIONS EQUIPMENT, OR NETWORK FAILURE, CONGESTION, OR MALFUNCTION, OR ANY OTHER REASON.

26. HEADINGS

ALL HEADINGS ARE FOR REFERENCE ONLY AND SHALL NOT AFFECT INTERPRETATION OF THIS AGREEMENT.

27. THIRD- PARTIES

THERE ARE NO INTENDED THIRD- PARTY BENEFICIARIES OF THIS AGREEMENT.

REFERENCES ON THIS SITE TO ANY NAMES, MARKS, PRODUCTS OR SERVICES OF ANY THIRD PARTIES OR LINKS TO THIRD PARTY SITES ARE PROVIDED SOLELY AS A CONVENIENCE TO PROVIDER AND DO NOT CONSTITUTE OR IMPLY AN ENDORSEMENT OR SPONSORSHIP BY CONDUENT OR AN AFFILIATION WITH THE THIRD PARTY. PROVIDER AGREES THAT CONDUENT WILL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS INCURRED IN CONNECTION WITH THE THIRD PARTY WEB SITES OR ANY PRODUCTS OR SERVICES AVAILABLE FROM THE THIRD PARTY.

28. SEVERABILITY

IF ANY TERM, CONDITION, OR PROVISION OF THIS AGREEMENT IS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL JUDGMENT OR DECREE TO BE INVALID, UNLAWFUL, OR UNENFORCEABLE, SUCH FINDING SHALL IN NO WAY AFFECT THE REMAINING OBLIGATIONS AND ALL OTHER PROVISIONS SHALL SURVIVE, AND THE INVALID OR UNENFORCEABLE PROVISION SHALL BE INTERPRETED TO ACCOMPLISH THE INTENT OF THE PARTIES, AND TO PROVIDE THE PARTIES WITH THE BENEFITS OF THIS AGREEMENT, AS DETERMINED BY SUCH COURT.

29. INJUNCTIVE RELIEF

PROVIDER AGREES THAT

A REMEDY AT LAW FOR A BREACH OR THREATENED BREACH OF THIS AGREEMENT BY EITHER PROVIDER OR AN AUTHORIZED EMPLOYEE WILL BE INADEQUATE BY ITS NATURE;

THAT CONDUENT SHALL BE ENTITLED TO OBTAIN AN INJUNCTION AND OTHER APPROPRIATE REMEDIES AT LAW OR IN EQUITY (WITHOUT POSTING BOND) TO STOP ANY ONGOING BREACH, AND PREVENT ANY FUTURE BREACH, BY PROVIDER OR AN AUTHORIZED EMPLOYEE; AND

THAT OBTAINING SUCH AN INJUNCTION OR OTHER RELIEF AT LAW OR IN EQUITY SHALL NOT CONSTITUTE AN ELECTION OF REMEDIES BY CONDUENT.

 

MAIL SIGNED ORIGINAL ALASKA MEDICAID EHR INCENTIVE PROGRAM ATTESTATION FORM, Substitute Form - W9 and EDI Payment Agreement Form (if applicable) to:


 

State of Alaska Department of Health and Social Services

Division of Health Care Services

EHR Incentive Program Office

1835 South Bragaw St., Suite 300

Anchorage, AK 99508-3469