End User Access Agreement
Cloudmed Solutions, LLC (“Cloudmed”), has created software to provide online platforms (the “Cloudmed Platform” or the “Platform”) to support healthcare entity operations.
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE YOU ACCESS OR USE THE PLATFORM. BY ACCESSING OR REGISTERING WITH THE PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS OUR PLATFORM OR REGISTER TO PARTICIPATE IN OUR SERVICES.
1. Your Agreement
These Terms govern (i) your use of the Platform, (ii) your receipt of and participation in Cloudmed’s services offered through the Platform (the “Services”); and (iii) your use of information obtained through the Platform, including (a) information, software, artwork, text, video, audio, pictures, content, trademarks, trade dress, and other intellectual property owned by Cloudmed or its licensors and made available to you through the Services (“Cloudmed Content”), and (b) Provider information. Please read these Terms carefully; they impose legal obligations on you and on Cloudmed, and establish our legal relationship. By using the Platform, you are acknowledging that you have read and understood these Terms and agree to be legally bound by them.
In addition, during the registration process for your password (and from time to time as we may require) you may be prompted to click/check an “I Accept” button/box, which further confirms your agreement to be legally bound by these Terms.
2. Order of Precedence
3. Our Services: Overview
3.1. CareCompass Referral Management
The Platform is designed to provide a user-friendly platform where individual End Users can search for and obtain information about and referrals to healthcare Providers. Providers may use the Platform to facilitate a referral to another Provider at their discretion. The Platform automatically notifies the End User when a referral has been made and may provide options for connecting the End User to the Provider for scheduling.
3.2. 340B Referral Capture
The Platform is designed to facilitate the identification and documentation of 340B eligible prescriptions from referred-to or consulting health care providers; and any updates. Providers and Designees may use the Platform to track and document qualified prescriptions for 340B pricing and access the auditable record for 340B compliance purposes.
4. Obtaining a Password; Use of Your Password
4.1. Protecting Your Password
We may make certain areas of the Platform accessible only to users that have a password. If we do so, and if you obtain a password, please keep in mind that we will treat anyone who uses your username and password as “you.” We will provide this user with all of the rights and privileges that we provide to you, and we will hold you responsible for the activities of a person using your password. Therefore, we recommend that you maintain your username and password in confidence, and that you refrain from disclosing this information to anyone who might “pretend” to be you with respect to the Platform and your participation in the Services. We also ask that you notify us immediately if you suspect that someone is using your username and/or password in this or any inappropriate manner.
5. Grant of Rights to End Users
5.1. Grant of Rights to End Users
As an End User, you are granted a worldwide, non-exclusive, and non-transferable license, under Cloudmed’s Intellectual Property Rights, to access, execute, display, perform, and otherwise use the Platform, including the right to enter and/or upload information related to the desired referral parameters, including location, availability, co-pays, and Provider specialty, and review Provider information. You may access and view certain other password-protected areas for use solely in conjunction with the Services and as provided in these Terms.
5.2. Duration of Rights.
You will continue to enjoy Your rights under Section 5.1 (Grant of Rights to End Users) for as long as you are a registered User, unless Your password is revoked or suspended for misconduct, as set out in Section 8 (Monitoring; Revocation or Suspension of Use Privileges).
5.3. End User Comments/Feedback
Our Platform allows End Users to provide comments or feedback regarding our Platform and our Services. By providing comments/feedback, you grant us the right to use your comments and feedback for the purposes of improving the Platform and our Services.
6. Ownership; Reservation of Rights
The information, software, artwork, text, video, audio, pictures, trademarks, trade dress, and other intellectual property embodied in the Services or the Cloudmed Content, are the proprietary property of Cloudmed and its licensors, and are protected by U.S. and international copyright and other intellectual property laws, or are used under the principles of fair use. Cloudmed and its licensors retain all rights with respect to the Platform, Services and the Cloudmed Content except those expressly granted to you in these Terms. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the material presented through the software, the Platform and/or through the Services or to use the Platform or Services for benchmarking or other competitive purposes unless specifically authorized in writing by Cloudmed.
7. Code of Conduct
As a condition to your use of the Platform and the Services, you agree to follow our Code of Conduct, set out below. Under this Code, you will not:
- Upload, email or otherwise transmit any images or other data that is unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography, or are otherwise objectionable.
- Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private or sensitive information about another person, without that person’s consent.
- Submit material that is intentionally false, defamatory, unlawfully threatening, or unlawfully harassing.
- Infringe any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy. Electronic materials – such as music, videos, games, images, and text in electronic form — can easily be copied, modified and sent over networks (such as the Internet). These electronic materials are thus extremely vulnerable to unauthorized distribution and copyright infringement. These materials may not be transmitted over the Platform without the copyright owner’s permission, or without a legitimate “fair use” justification for the transmittal.
- Transmit materials that contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
- Use the Platform to artificially generate traffic or page links to a Platform or for any other purpose not expressly allowed under these Terms.
- Use the Platform in a manner that could disable, overburden, or impair the Platform or Services or interfere with any other party’s use and enjoyment of the Platform and Services, such as through sending “spam” email.
- Use the Platform to test or reverse engineer the Platform in order to find limitations, vulnerabilities or to evade filtering capabilities.
- Seek to obtain access to any materials or information through “hacking”, “data harvesting”, or through other means we have not intentionally made available to you through the Platform.
- Use the Platform for any purpose that is unlawful or prohibited by these Terms. For example, you will not use the Platform to violate any law, statute, or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising).
8. Monitoring; Revocation or Suspension of Use Privileges
9. User Disputes
You are solely responsible for your interaction with other End Users, both online and offline. We have no obligation to become involved in disputes between End Users (including disputes between End Users and Providers). If you have a dispute with another End User, you release Cloudmed (and our officers, directors, agents, employees, subsidiaries, and affiliates) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
10. Disclaimer: No Medical Advice
The content on the Platform is provided for the purpose of assisting End Users in locating Providers. Cloudmed makes no warranties with regard to an End User’s need for medical care or treatment. An End User’s decision of whether to seek medical care or treatment should be made by the End User alone and/or in consultation with the End User’s healthcare provider.
11. Warranty Disclaimer
UNLESS OTHERWISE AGREED IN A MORE SPECIFIC AGREEMENT BETWEEN YOU AND CLOUDMED, CLOUDMED DOES NOT PROMISE THAT THE PLATFORM OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT THE PLATFORM WILL PROVIDE SPECIFIC RESULTS FROM YOUR PARTICIPATION IN THE SERVICES OR YOUR USE OF ANY CONTENT, SEARCH, OR INFORMATION ON IT. THE PLATFORM AND ALL SERVICES AND CONTENT WITHIN IT ARE DELIVERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WHEN YOU ACCESS THE PLATFORM, YOU DO SO AT YOUR OWN RISK. CLOUDMED DOES NOT WARRANT OR REPRESENT THAT MATERIALS YOU DOWNLOAD FROM CLOUDMED SITES WILL BE FREE OF VIRUSES OR OTHER HARMFUL FEATURES.
CLOUDMED DISCLAIMS (i) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (ii) ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, OR LEGALITY OF INFORMATION AVAILABLE THROUGH THE PLATFORM; AND (iii) ANY RESPONSIBILITY OR LIABILITY FOR HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION THROUGH THE PLATFORM, INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT USE OF THE CLOUDMED PLATFORM AND RELATED SERVICES AND CONTENT IS AT YOUR SOLE RISK.
12. Limitation of Liability
UNLESS OTHERWISE AGREED IN A MORE SPECIFIC AGREEMENT BETWEEN YOU AND CLOUDMED, UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL CLOUDMED BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE CLOUDMED PLATFORM AND RELATED SERVICES AND CONTENT.
UNLESS OTHERWISE AGREED IN A MORE SPECIFIC AGREEMENT BETWEEN YOU AND CLOUDMED, End Users agree to defend, indemnify, and hold Cloudmed and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any liability to third parties, including reasonable attorneys’ fees, arising out of: (i) any breach by you or, for Provider End Users, by your employees, agents and independent contractors in your own organization that may or may not be acting in the role of a Designee for the Provider in the care of a specific patient (your “Workforce”) of any representations, warranties or agreements contained in these Terms; (ii) the actions of any person gaining access to the Platform under a User ID, email address, password or other unique identifier assigned to you or a member of your Workforce; and (iii) your negligent or willful misconduct, or that of any member of your Workforce.
14. Modifications to these Terms
We may modify and change these Terms over time. We will not “retroactively” change these Terms, and any modifications we make shall take effect proactively, once you next access the Platform. Please feel free to print out a copy of these Terms for your records.
These Terms shall not be assignable by you, either in whole or in part. Cloudmed reserves the right to assign its rights and obligations under these Terms.
The following provisions shall survive the termination of these Terms and shall apply indefinitely:
- Section 6 (Ownership; Reservation of Rights)
- Section 10 (Warranty Disclaimer)
- Section 12 (Limitation of Liability)
- Section 13 (Indemnity)
- Section 15 (Assignment)
- Section 16 (General)
- Section 17 (Survival)
18. Contact Us
If you have any questions about these Terms, the practices of this Site, or your dealings with this Platform, please contact us at:
Cloudmed Solutions, LLC
1100 Peachtree Street
Atlanta, GA 30309
Attention: Company Customer Support
TERMS SPECIFIC TO PROVIDER END USERS
In addition to the terms set forth above, the following terms apply to healthcare providers and other medical professionals who access and use the Platform to share referrals (“Provider End Users”).
Capitalized terms have the meanings set forth below or as defined in context in these Terms.
19.1. “HIPAA” means the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996, and the regulations promulgated thereunder, including the Privacy Rule, the Security Rule and the Breach Notification Rule.
19.2. “HITECH Act” means the Technology for Economic and Clinical Health Act of 2009, and regulations promulgated thereunder.
19.3. “Patient” means an individual whose clinical care is being coordinated through the Platform.
19.4. “Patient Information” means Protected Health Information that you or your Workforce enter into the System.
19.5. “Referral” means the act of one Provider End User (and/or their Designee) sending a Patient to a specialist, subspecialist, or any other healthcare provider to assist in the diagnosis, management, or therapy of the Patient.
20. Purpose of the Platform
The purpose of the Platform is to (i) enable a Provider and their authorized staff (also known as Designees, as defined above) to send, receive, and track patient Referrals via a HIPAA compliant system; (ii) store Patient Information and to make it available to the account holder and their Designees; (iii) to facilitate the sharing of Patient Information among Provider End Users as necessary to enable peer-to-peer patient Referrals, and (iv) to utilize said information for the purpose of facilitating medical referrals between Providers.
21. Cloudmed Responsibilities
We will make reasonable efforts to ensure that all Referrals are (i) received by the Provider and/or their Designee (the “Receiving Provider”); (ii) receipt of the Referral is acknowledged by the Receiving Provider; (iii) the Receiving Provider and their Designees are in fact who they represent to be; (iv) a final disposition for the Referral (accepted, declined, or delegated) is made; (v) and that disposition is reported to you and/or or your Designee. To ensure receipt of a Referral, we may use some (or many) modes of communication, (all of which are HIPAA compliant and secure), including (but not limited to), (i) fax communication to the Receiving Provider’s location(s) of work; (ii) phone communication with the Receiving Provider and/or their Designee; (iii) HIPAA-compliant email communication with the Receiving Provider and/or their Designee; (iv) HIPAA-compliant web-based communication with the Receiving Provider and/or their Designee; (v) Use of a HIPAA-Compliant call center outreach to the Receiving Provider; (vi) Alpha-numeric or text based paging technologies to notify the Receiving Provider of a pending Referral.
22. Provider Responsibilities
UNLESS OTHERWISE AGREED IN A MORE SPECIFIC AGREEMENT BETWEEN YOU AND CLOUDMED, You will be solely responsible for the professional and technical services you provide. We make no representations concerning the completeness, accuracy or utility of any information in the Platform, or concerning the qualifications or competence of individuals who placed it there. We have no liability for the consequences to you or your patients of your use of the Platform or the Services.
23. Information Accuracy
UNLESS OTHERWISE AGREED IN A MORE SPECIFIC AGREEMENT BETWEEN YOU AND CLOUDMED, Cloudmed is not responsible for the accuracy or completeness of information available from or through the Platform. The Provider End User assumes full risk and responsibility for the use of information obtained from or through the Platform, and the Provider End User agrees that Cloudmed is not responsible or liable for any claim, loss, or liability arising from the use of the information. Cloudmed does not endorse any provider of healthcare or health-related products, items or services, and the appearance of materials on this site relating to any such products, items or services is not an endorsement or recommendation of them. The Provider End User agrees to review the capability, appropriateness, and limitations of a Provider for a given Referral, and to make an independent determination of their suitability for each patient. Cloudmed and our suppliers and licensors disclaim all warranties, whether expressed or implied, including any warranty as to the quality, accuracy, and suitability of the information provided by the Platform for any purpose.
24. Verification of Provider End Users
UNLESS OTHERWISE AGREED IN A MORE SPECIFIC AGREEMENT BETWEEN YOU AND CLOUDMED, You agree that your use of the Platform is subject to verification by us of your identity and credentials as a licensed Provider in good standing with all the necessary and appropriate federal, state, and institutional (hospital, facilities, and establishments) that are necessary and appropriate for you to render care, and to your ongoing qualification as such. You agree that we may use and disclose your Personal Information for such purposes, including (without limitation) making inquiry of third parties concerning your identity and professional and practice credentials. You authorize such third parties to disclose to us such information as we may request for such purposes, and you agree to hold them and us harmless from any claim or liability arising from the request for or disclosure of such information. You agree that we may terminate your access to or use of the System at any time if we are unable at any time to determine or verify your qualifications or credentials.
24.1.1. You will implement and maintain appropriate administrative, physical and technical safeguards to protect information within the Platform from access, use or alteration from the Platform or using a User ID assigned to you or a member of your Workforce. Such safeguards shall comply with federal, state, and local requirements, including the Privacy Rule, Security Rule and Breach Notification Rule whether or not you are otherwise subject to HIPAA. You will maintain appropriate security with regard to all personnel, systems, and administrative processes used by you or members of your Workforce to transmit, store and process electronic health information through the use of the Platform.
24.1.2. You will immediately notify us of any breach or suspected breach of the security of the Platform of which you become aware, or any unauthorized use or disclosure of information within or obtained from the Platform, and you will take such action to mitigate the breach or suspected breach as we may direct, and will cooperate with us in investigating and mitigating the breach.
24.2. Compliance. You will comply with these Terms and all applicable laws and regulations. You will be solely responsible for the use of the Platform by you and your Designees, and shall indemnify us and hold us harmless from any claim, cost or liability arising from such use, including reasonable attorneys’ fees.
24.3. User Identification. We authorize you and your Designees to use the User IDs assigned to you by us. You acquire no ownership rights in any User ID, and User IDs may be revoked or changed at any time in our sole discretion. You will adopt and maintain reasonable and appropriate security precautions for User IDs to prevent their disclosure to or use by unauthorized persons. Each of your Designees shall have and use a unique identifier. You will use your best efforts to ensure that no member of your Workforce uses a User ID assigned to another person.
24.4. No Third-Party Access. Except as required by law, you will not permit any third party (other than your Authorized Designees) to have access to the Platform or to use the Services without our prior written agreement. You will promptly notify us of any order or demand for compulsory disclosure of health information if the disclosure requires access to or use of the Platform. You will cooperate fully with us in connection with any such demand.
24.5. Your Workforce. You may permit your Designees to use the Platform and the Services on your behalf, subject to the terms of this Agreement. You will:
24.5.1. Verify each of your Designees;
24.5.2. Ensure that only you and your Designees access the Platform from Your Site;
24.5.3. Immediately withdraw authorization for any member of your previously authorized workforce upon termination of employment.
24.5.4. Immediately withdraw authorization for any member of your previously authorized workforce upon discovery of any violation of this User Agreement.
24.6. Responsibility for Misuse by Other Users. You acknowledge that in granting access to the Platform for the purposes set forth in section 24.7, we will rely on the assurances of the recipients of the information as to (i) their identity and credentials, (ii) the purposes for which they are accessing the Platform, and (iii) the nature and extent of the information to which they will have access. You acknowledge that, while the Platform will contain certain technical safeguards against misuse of the Platform, it will rely to a substantial extent on the representations and undertakings of End Users. You agree that we will not be responsible for any unlawful access to or use of Patient Information by any End User resulting from the End User’s misrepresentation to us, or breach of these Terms.
24.7. Compliance with Laws. You are solely responsible for ensuring that your use of the Platform and the Services complies with applicable law and policies or procedures dictated by your institution (hospitals, clinics, or facilities) and contracts (third party payers, partners, and affiliates). You will not undertake or permit any unlawful use of the Platform, or take any action that would render the operation or use of the Platform by us or any other End User unlawful. We offer no assurance that your use of the Platform and the Services under the terms of this Agreement will not violate any law or regulation applicable to you.
25. Grant of Rights to Provider End Users
As a Provider End User, you are granted the right to access the Platform, enter and/or upload information related to the desired referral parameters, including location, availability, co-pays, and Provider specialty, review Provider information and provide patient Referrals to other Providers. You may access and view certain other password-protected areas for use solely in conjunction with the Services and as provided in these Terms.
26. Business Associate Provisions (as Dictated by HIPAA and Other Government Regulations)
In maintaining, using and affording access to Patient Information in accordance with this Agreement, we will:
26.1. Not use or further disclose the information except as permitted or required by this Agreement or as required by law;
26.2. Use appropriate safeguards to prevent use or disclosure of the information other than as provided for by this Agreement, including administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the information;
26.3. Report to you any use or disclosure of the information not provided for by this Agreement of which we become aware, or any security incident as a result of which we determines that unauthorized access has been obtained to Patient Information;
26.4. Make available protected health information in accordance with section 164.524 of the Privacy Rule;
26.5. Make available protected health information for amendment and incorporate any amendments to protected health information in accordance with section 164.526 of the Privacy Rule;
26.6. Make available the information required to provide an accounting of disclosures in accordance with section 164.528 of the Privacy Rule;
26.7. Make our internal practices, books, and records relating to the use and disclosure of protected health information received from, or created or received by us on your behalf available to the Secretary of the United States Department of Health and Human Services for purposes of determining your compliance with the Privacy Rule; and
26.8. As required by the HITECH Act: (a) We will comply with the provisions of the HIPAA Security Rule that are made applicable to business associates by section 13401(a) of the HITECH Act, with the additional provisions of the HITECH Act relating to security that are made applicable to business associates and incorporated into business associate contracts by section 13401(a) of the HITECH Act, and with the additional provisions of the HITECH Act relating to privacy that are made applicable to business associates and incorporated into business associate contracts by section 13404(a) of the HITECH Act. (b) We will report to you the discovery of any breach of unsecured Protected Health Information that we access, maintain, retain, modify, record, store destroy or otherwise hold, use or disclose on your behalf, in compliance with the requirements of Section 13402 of the HITECH Act and the regulations promulgated thereunder (45 CFR Parts 160 and 164, Subpart D).
Effective Date: The effective date of this End User Access Agreement is November 15, 2013.
Last Reviewed: April 18, 2022.
Cloudmed Solutions LLC acquired par8o, Inc. in December 2021