Data Use Agreement

Terms of Use Agreement

Please read the terms and conditions of this Terms of Use Agreement carefully. 

Ownership and Purpose of Site

This Martin’s Point Health Care (“MPHC”) web-based portal (“MPHC Portal”) is owned and operated by Martin’s Point Health Care, Inc.  The purpose of the MPHC Portal is to provide a secure network and resource to assist our health plan members, health network providers, and other authorized persons in managing their health benefit information, including authorization status, claim status, and other healthcare related items.

Terms and Conditions

This Terms of Use Agreement (“Terms of Use” or “Agreement”) defines the terms and conditions under which MPHC makes the MPHC Portal available. BY USING THIS PORTAL, YOU AGREE TO THESE TERMS OF USE.  IF YOU DO NOT AGREE, DO NOT USE THE PORTAL.

This Terms of Use is a legally binding agreement made by and between MPHC and you (whether you are accessing for yourself or on behalf of your employer or other organization) (“You” and as the context provides, “Your”). These Terms of Use govern Your access and/or use of the MPHC Portal, as such service may be described from time on MPHC’s website, http://www.martinspoint.org/, and all materials and information located on or accessed through the MPHC Portal.  This Terms of Use Agreement shall remain in effect at all times. You represent and warrant that You have the capacity and authority to enter into this Agreement, in your personal capacity, or on behalf of your employer or other organization. 

By checking the acknowledgment box AND COMPLETING THE REGISTRATION PROCESS, You agree that You have read and agree to be bound by the following terms and conditions.  If you do not agree to all of the terms of this Agreement, do not click the acceptance box and do not REGISTER FOR, access, or use this portal.

General Responsibilities. You are responsible for implementing and maintaining the quality and security procedures to be followed in using the MPHC Portal.  You will assure that You follow appropriate procedures to safeguard the security of Your hardware, software and information.  You are responsible for adequate protection, security and backup of data and/or equipment used in connection with the MPHC Portal.  Accordingly, You agree to indemnify and hold harmless MPHC and its Business Partners from and against any and all claims, demands, actions, losses, damages, costs and expenses, including reasonable attorney’s fees, arising from or relating to use of the MPHC Portal, violation or alleged violations of this Agreement, or violation or alleged violation of any rights of another by You, any unauthorized user, or any employee, officer, director or affiliate You which accesses the MPHC Portal.

Information, Username and Password.  When You access the MPHC Portal, You will provide MPHC with information relating to Your identity and certain other information, including Your email address. By submitting such information to MPHC, You hereby certify that any and all information provided to MPHC by You is true and correct and you authorize MPHC to use any method it chooses to verify the truth and accuracy of the information that You provide to the extent MPHC needs to do so to protect its rights or other users of the MPHC Portal. Failure to provide truthful and accurate information to MPHC may result in termination of Your access to the Portal.

The MPHC Portal requires a valid, working e-mail address and other information in order to initially sign up for access to the Portal and the use of its functionality. Additionally, You will be required to create a username and password to securely access the Portal. You are solely responsible for maintaining the strict confidentiality of the username and password You create in order to access the MPHC Portal. This responsibility includes not allowing another person to use Your credentials to access the MPHC Portal. MPHC may unilaterally suspend or terminate some or all of Your access to the MPHC Portal if MPHC has reason to believe that an unauthorized user is accessing and/or using the site on Your behalf. The suspension or termination of Your access to the MPHC Portal may also prevent other authorized users from accessing the MPHC Portal, until such time as You have resolved the security concern to MPHC’s satisfaction.  You will be solely responsible for any damages or losses that may be incurred or suffered as a result of Your failure to maintain the strict confidentiality of Your username and password. You agree to immediately inform MPHC in writing of any need to deactivate your account due to potential or actual security concerns. MPHC will not be liable for any harm related to the misappropriation of your username and password, Your willing disclosure of such items to another person, or Your authorization to allow another person or entity to access and use the MPHC Portal under your log-in credentials.

You agree that Your provision of a username and password is Your signature and authorization for MPHC to serve as Your service provider in allowing You to access the MPHC Portal.  MPHC will not sell, exchange or release the personally-identifiable information submitted by You through the MPHC Portal to anyone except You, Your Healthcare Providers (as permitted or required by HIPAA), and MPHC Business Partners as necessary to operate the MPHC Portal or provide associated services, unless reasonably necessary to comply with legal or regulatory process, to enforce this Agreement, or to protect the rights of MPHC or the users of the MPHC Portal.  However, MPHC may collect, compile, and utilize certain aggregate statistical information about You and usage data for marketing and other purposes. MPHC may contact You regarding account status and other matters relevant to the underlying MPHC Portal and/or the information collected.  MPHC may also use Your information for the purpose of improving the operation of the MPHC Portal.  For purposes of this Agreement, “Healthcare Providers” means any healthcare organization that subscribes to the MPHC Portal. For purposes of this Agreement, “Business Partners” means any of MPHC’s service providers, business partners, and their respective employees, distributors and agents.

User Conduct.  You may not access or use the MPHC Portal in any unlawful manner or for any unlawful purpose or in violation of these terms and conditions or applicable laws, rules and regulations.  You agree that You will only access and use the MPHC Portal solely for Your internal business purposes, consistent with this Agreement and any applicable MPHC Provider Network Participation Agreement.  You shall not, and shall not permit any of Your authorized employees or agents to post, upload or otherwise transfer to, via servers or communication lines by any means, including but not limited to web page content, linked web pages, e-mail or FTP, anything to the MPHC Portal which (i) is obscene or constitutes pornography under applicable law, (ii) is defamatory, (iii) contains any computer code that disrupts, disables, harms or otherwise impedes the operation of the MPHC Portal or any associated data, software, malware, firmware, hardware, computer or network (sometimes referred to as “viruses” or “worms”), or (iv) is commercial or promotional in nature.  You are solely responsible for all usage of the MPHC Portal through Your account, whether or not You authorized such usage.  You will not permit any other individuals to use the MPHC Portal unless they have also agreed to this Agreement.  You agree not to, and not to permit anyone else to, reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes any portion of the MPHC Portal.

Health Insurance Portability and Accountability Act of 1996 (HIPAA).  MPHC is committed to compliance with the Health Insurance Portability and Accountability Act of 1996, and the regulations promulgated thereunder, including but not limited to, the Standards for Privacy of Individually Identifiable Health Information, 45 CFR Parts 160 and 164, Subparts A and E (the “Privacy Rule”), and the Security Standards for the Protection of Electronic Protected Health Information, 45 CFR Parts 160 and 164, Subparts A and C (the “Security Rule” and, together with the Privacy Rule, the “HIPAA Rules”).  To the extent You are a “covered entity” under the HIPAA Rules, You shall assure that You and each authorized employee or agent agrees to maintain full compliance with the HIPAA Rules, and any other laws, now or hereafter existing, that are applicable to You, directly or indirectly, with respect to the gathering, use, transmission, processing, receipt, reporting, disclosure, privacy, security, maintenance or storage of health information.  You agree and acknowledge that the Information made available through the MPHC Portal may include Protected Health Information, the use and disclosure of which is governed by HIPAA.  Accordingly, You agree and acknowledge that You will not use or disclose any information made available through the MPHC Portal in a way that violates HIPAA. 

LIMITATION OF REMEDIES AND LIABILITY

Risks.  MPHC acts solely as an operator of the MPHC Portal and does not warrant that the use or operation of the MPHC Portal will be uninterrupted or error-free.  Use of the MPHC Portal and any reliance upon any information in the MPHC Portal, including any action taken or not taken by You or any user because of such use or reliance, is at Your sole risk. Without limiting the foregoing, You agree that MPHC is not responsible for the accuracy of the information accessed through the MPHC Portal, including healthcare data, and it is Your responsibility to confirm the accuracy of such information.  You agree that MPHC shall not be liable for any failure or deficiency in the performance of the MPHC Portal by reason of maintenance, breakdown or any event beyond MPHC’s reasonable control, including without limitation, fire, Internet outage, interruption of service, labor disturbance, natural disaster, technological disaster, terrorism, or war.  You acknowledge that data conversion and transmission is subject to the likelihood of human and machine errors, omissions, delays and losses, including inadvertent loss of data or damage to media, that may give rise to loss or damage. MPHC shall not be liable for any such errors, omissions, delays, or losses. You understand and agree that use of or connection to the Internet is inherently insecure and that connection to the Internet provides opportunity for unauthorized access by a third party to computer systems, networks, and any and all information stored therein. All information transmitted and received through the Internet is subject to unauthorized interception, diversion, corruption, loss, access, and disclosure. MPHC shall not be responsible for any adverse consequences whatsoever of Your connection to or use of the Internet, and shall not be responsible for any use by You of an Internet connection in violation of any law, rule, or regulation or any violation of the intellectual property rights of another.

Any Content available on the MPHC Portal is for informational and educational purposes only and is not a substitute for the professional judgment of a health care professional in diagnosing and treating patients. Neither the Content nor any other service offered by or through the Portal is intended to be substituted for medical diagnosis or treatment. MPHC does not recommend or endorse any specific drugs, tests, physicians, products, procedures, opinions, “off-label” drug uses or other information that may be mentioned on the Portal. Your reliance upon any information obtained or used by You is solely at Your own risk.

Indemnification. You agree to indemnify, defend and hold harmless MPHC from and against all damages, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys’ fees and disbursements, asserted against, directly resulting to, imposed upon or directly incurred by MPHC by reason of or resulting from any of the following: (a) Your gross negligence, willful misconduct or violation of law; (b) Your use of the MPHC Portal for any purpose other than the purpose for which they were intended; and (c) Your unauthorized use or disclosure of any information obtained through the MPHC Portal.

Remedies. Subject to the terms and conditions of the paragraph with the heading “Limitations on Liability,” Licensee’s and Licensee Authorized Users sole and exclusive remedy for any failure or nonperformance of the MPHC Portal (including any associated software) shall be for MPHC to use commercially reasonable efforts to adjust or repair the Portal.

LIMITATIONS ON LIABILITY. MPHC AND ITS BUSINESS PARTNERS SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED AS A RESULT OF USE OF OR INABILITY TO USE THE MPHC PORTAL.  IN NO EVENT SHALL MPHC OR ANY OF ITS BUSINESS PARTNERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER, RELIANCE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF PREVIOUSLY INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.  

DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CONTENT MADE AVAILABLE THROUGH THE MPHC WEB-BASED PORTAL ARE PROVIDED “AS IS,” WITH ALL FAULTS, AND MARTIN’S POINT HEALTH CARE DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE MPHC WEB-BASED PORTAL AND THE INFORMATION MADE AVAILABLE THEREIN AND ANY SERVICES, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT OR THAT THE PROVIDER PORTAL WILL OPERATE ERROR-FREE, UNINTERRUPTED OR BE FREE OF VIRUSES. 

INTELLECTUAL PROPERTY

Limited License.  Subject to the terms of this Agreement, MPHC hereby grants You a nonexclusive, nontransferable, nonsublicensable license to access and use the MPHC Portal. No other right or license of any kind is granted by MPHC to You hereunder with respect to the MPHC Portal or any portion thereof.

Ownership. The MPHC Portal, and all related product and service names, design marks and slogans are the property of MPHC or its affiliates.  The MPHC Portal’s proprietary contents include, without limitation, the animations, applets, audio, data, design, graphics, illustrations, images, information, marks, music, photographs, text, video, and any other files displayed, used and/or available on the Portal (the “Content”), as well as the arrangement, coordination, design, expression, look and feel, selection, and structure of such Content. The MPHC Portal’s Content is owned, controlled or licensed by or to MPHC, and is protected by copyright, trade dress, trademark and other intellectual property rights and unfair competition laws. MPHC reserves all rights, title, and interests in the Content and this Portal.  Other product names and service marks, are the property of their respective owners. You are not authorized to use any of these marks without written permission. Use of the MPHC Portal confers no title or ownership in the MPHC Portal or the marks. References to any names, marks, products or services of third parties or hypertext links to third party site or information do not necessarily constitute or imply MPHC’s endorsement, sponsorship or recommendation of the third party, information, product or service. You acknowledge that MPHC owns all copyrights and associated intellectual property rights in the MPHC Portal. You will not, and will not permit any authorized employee or agent to copy, modify, translate, reverse engineer, decompile, disassemble or create derivative works of any software licensed to You by MPHC in connection with the MPHC Portal.

OTHER TERMS

No Third Party Beneficiaries. You and MPHC agree that we do not intend any third party beneficiaries to this Agreement.

General Terms. This Agreement constitutes the entire agreement between You and MPHC with reference to use of the MPHC Portal, and supersedes any prior agreement between or among the parties regarding its subject matter. Notwithstanding the foregoing, this Agreement does not supersede any licensing, network participation provider agreement, or business associate agreement between MPHC and You. This Agreement is governed by the laws of the State of Maine (excluding rules dealing with conflicts of law).  This Agreement will be binding upon and inure to the benefit of any heirs, successors and permitted assignees of the parties. In the event any provision of this Agreement is found to be unenforceable or invalid, such provision shall be modified so as to make it valid and enforceable and as so modified the entire Agreement shall remain in full force and effect.

Revisions and Updates.  MPHC may at any time and at its sole discretion update and revise this Terms of Use.  Any changes to this Terms of Use will be effective immediately.  Your access or use of the MPHC Portal following any updates or revisions to the Terms of Use constitutes acceptance of such updates or revisions.

Termination of Agreement. MPHC may terminate this Agreement immediately, with or without notice, if You breach or threaten to breach any of the provisions of this Agreement. Upon any such termination or expiration, You must immediately discontinue all use of the MPHC Portal. The provisions of this Agreement (other than your right to use the MPHC Portal) shall survive termination or expiration of this Agreement.

DoD Provision.  The MPHC Portal, including all related equipment networks and network devices (specifically including Internet access), may contain Department of Defense data, and is provided only for authorized use. This system may be monitored for all lawful purposes to ensure that its use is authorized, for management of the system to facilitate protection against unauthorized access, and to verify security procedures survivability and operational security.  During monitoring information may be examined, recorded, copied and used for authorized purposes.  All information placed on or sent over this system may be monitored.  Unauthorized use may subject you to criminal prosecution.  Evidence of unauthorized use collected during monitoring may be used for administrative legal or adverse action.  Use of this system constitutes consent to monitoring for these purposes.

If you have any questions, please call MPHC at 1-866-841-3199

Terms of Use Agreement

Please read the terms and conditions of this Terms of Use Agreement carefully. 

Ownership and Purpose of Site

This Martin’s Point Health Care (“MPHC”) web-based portal (“MPHC Portal”) is owned and operated by Martin’s Point Health Care, Inc.  The purpose of the MPHC Portal is to provide a secure network and resource to assist our health plan members, health network providers, and other authorized persons in managing their health benefit information, including authorization status, claim status, and other healthcare related items.

Terms and Conditions

This Terms of Use Agreement (“Terms of Use” or “Agreement”) defines the terms and conditions under which MPHC makes the MPHC Portal available. BY USING THIS PORTAL, YOU AGREE TO THESE TERMS OF USE.  IF YOU DO NOT AGREE, DO NOT USE THE PORTAL.

This Terms of Use is a legally binding agreement made by and between MPHC and you (whether you are accessing for yourself or on behalf of your employer or other organization) (“You” and as the context provides, “Your”). These Terms of Use govern Your access and/or use of the MPHC Portal, as such service may be described from time on MPHC’s website, http://www.martinspoint.org/, and all materials and information located on or accessed through the MPHC Portal.  This Terms of Use Agreement shall remain in effect at all times. You represent and warrant that You have the capacity and authority to enter into this Agreement, in your personal capacity, or on behalf of your employer or other organization. 

By checking the acknowledgment box AND COMPLETING THE REGISTRATION PROCESS, You agree that You have read and agree to be bound by the following terms and conditions.  If you do not agree to all of the terms of this Agreement, do not click the acceptance box and do not REGISTER FOR, access, or use this portal.

General Responsibilities. You are responsible for implementing and maintaining the quality and security procedures to be followed in using the MPHC Portal.  You will assure that You follow appropriate procedures to safeguard the security of Your hardware, software and information.  You are responsible for adequate protection, security and backup of data and/or equipment used in connection with the MPHC Portal.  Accordingly, You agree to indemnify and hold harmless MPHC and its Business Partners from and against any and all claims, demands, actions, losses, damages, costs and expenses, including reasonable attorney’s fees, arising from or relating to use of the MPHC Portal, violation or alleged violations of this Agreement, or violation or alleged violation of any rights of another by You, any unauthorized user, or any employee, officer, director or affiliate You which accesses the MPHC Portal.

Information, Username and Password.  When You access the MPHC Portal, You will provide MPHC with information relating to Your identity and certain other information, including Your email address. By submitting such information to MPHC, You hereby certify that any and all information provided to MPHC by You is true and correct and you authorize MPHC to use any method it chooses to verify the truth and accuracy of the information that You provide to the extent MPHC needs to do so to protect its rights or other users of the MPHC Portal. Failure to provide truthful and accurate information to MPHC may result in termination of Your access to the Portal.

The MPHC Portal requires a valid, working e-mail address and other information in order to initially sign up for access to the Portal and the use of its functionality. Additionally, You will be required to create a username and password to securely access the Portal. You are solely responsible for maintaining the strict confidentiality of the username and password You create in order to access the MPHC Portal. This responsibility includes not allowing another person to use Your credentials to access the MPHC Portal. MPHC may unilaterally suspend or terminate some or all of Your access to the MPHC Portal if MPHC has reason to believe that an unauthorized user is accessing and/or using the site on Your behalf. The suspension or termination of Your access to the MPHC Portal may also prevent other authorized users from accessing the MPHC Portal, until such time as You have resolved the security concern to MPHC’s satisfaction.  You will be solely responsible for any damages or losses that may be incurred or suffered as a result of Your failure to maintain the strict confidentiality of Your username and password. You agree to immediately inform MPHC in writing of any need to deactivate your account due to potential or actual security concerns. MPHC will not be liable for any harm related to the misappropriation of your username and password, Your willing disclosure of such items to another person, or Your authorization to allow another person or entity to access and use the MPHC Portal under your log-in credentials.

You agree that Your provision of a username and password is Your signature and authorization for MPHC to serve as Your service provider in allowing You to access the MPHC Portal.  MPHC will not sell, exchange or release the personally-identifiable information submitted by You through the MPHC Portal to anyone except You, Your Healthcare Providers (as permitted or required by HIPAA), and MPHC Business Partners as necessary to operate the MPHC Portal or provide associated services, unless reasonably necessary to comply with legal or regulatory process, to enforce this Agreement, or to protect the rights of MPHC or the users of the MPHC Portal.  However, MPHC may collect, compile, and utilize certain aggregate statistical information about You and usage data for marketing and other purposes. MPHC may contact You regarding account status and other matters relevant to the underlying MPHC Portal and/or the information collected.  MPHC may also use Your information for the purpose of improving the operation of the MPHC Portal.  For purposes of this Agreement, “Healthcare Providers” means any healthcare organization that subscribes to the MPHC Portal. For purposes of this Agreement, “Business Partners” means any of MPHC’s service providers, business partners, and their respective employees, distributors and agents.

User Conduct.  You may not access or use the MPHC Portal in any unlawful manner or for any unlawful purpose or in violation of these terms and conditions or applicable laws, rules and regulations.  You agree that You will only access and use the MPHC Portal solely for Your internal business purposes, consistent with this Agreement and any applicable MPHC Provider Network Participation Agreement.  You shall not, and shall not permit any of Your authorized employees or agents to post, upload or otherwise transfer to, via servers or communication lines by any means, including but not limited to web page content, linked web pages, e-mail or FTP, anything to the MPHC Portal which (i) is obscene or constitutes pornography under applicable law, (ii) is defamatory, (iii) contains any computer code that disrupts, disables, harms or otherwise impedes the operation of the MPHC Portal or any associated data, software, malware, firmware, hardware, computer or network (sometimes referred to as “viruses” or “worms”), or (iv) is commercial or promotional in nature.  You are solely responsible for all usage of the MPHC Portal through Your account, whether or not You authorized such usage.  You will not permit any other individuals to use the MPHC Portal unless they have also agreed to this Agreement.  You agree not to, and not to permit anyone else to, reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes any portion of the MPHC Portal.

Health Insurance Portability and Accountability Act of 1996 (HIPAA).  MPHC is committed to compliance with the Health Insurance Portability and Accountability Act of 1996, and the regulations promulgated thereunder, including but not limited to, the Standards for Privacy of Individually Identifiable Health Information, 45 CFR Parts 160 and 164, Subparts A and E (the “Privacy Rule”), and the Security Standards for the Protection of Electronic Protected Health Information, 45 CFR Parts 160 and 164, Subparts A and C (the “Security Rule” and, together with the Privacy Rule, the “HIPAA Rules”).  To the extent You are a “covered entity” under the HIPAA Rules, You shall assure that You and each authorized employee or agent agrees to maintain full compliance with the HIPAA Rules, and any other laws, now or hereafter existing, that are applicable to You, directly or indirectly, with respect to the gathering, use, transmission, processing, receipt, reporting, disclosure, privacy, security, maintenance or storage of health information.  You agree and acknowledge that the Information made available through the MPHC Portal may include Protected Health Information, the use and disclosure of which is governed by HIPAA.  Accordingly, You agree and acknowledge that You will not use or disclose any information made available through the MPHC Portal in a way that violates HIPAA. 

LIMITATION OF REMEDIES AND LIABILITY

Risks.  MPHC acts solely as an operator of the MPHC Portal and does not warrant that the use or operation of the MPHC Portal will be uninterrupted or error-free.  Use of the MPHC Portal and any reliance upon any information in the MPHC Portal, including any action taken or not taken by You or any user because of such use or reliance, is at Your sole risk. Without limiting the foregoing, You agree that MPHC is not responsible for the accuracy of the information accessed through the MPHC Portal, including healthcare data, and it is Your responsibility to confirm the accuracy of such information.  You agree that MPHC shall not be liable for any failure or deficiency in the performance of the MPHC Portal by reason of maintenance, breakdown or any event beyond MPHC’s reasonable control, including without limitation, fire, Internet outage, interruption of service, labor disturbance, natural disaster, technological disaster, terrorism, or war.  You acknowledge that data conversion and transmission is subject to the likelihood of human and machine errors, omissions, delays and losses, including inadvertent loss of data or damage to media, that may give rise to loss or damage. MPHC shall not be liable for any such errors, omissions, delays, or losses. You understand and agree that use of or connection to the Internet is inherently insecure and that connection to the Internet provides opportunity for unauthorized access by a third party to computer systems, networks, and any and all information stored therein. All information transmitted and received through the Internet is subject to unauthorized interception, diversion, corruption, loss, access, and disclosure. MPHC shall not be responsible for any adverse consequences whatsoever of Your connection to or use of the Internet, and shall not be responsible for any use by You of an Internet connection in violation of any law, rule, or regulation or any violation of the intellectual property rights of another.

Any Content available on the MPHC Portal is for informational and educational purposes only and is not a substitute for the professional judgment of a health care professional in diagnosing and treating patients. Neither the Content nor any other service offered by or through the Portal is intended to be substituted for medical diagnosis or treatment. MPHC does not recommend or endorse any specific drugs, tests, physicians, products, procedures, opinions, “off-label” drug uses or other information that may be mentioned on the Portal. Your reliance upon any information obtained or used by You is solely at Your own risk.

Indemnification. You agree to indemnify, defend and hold harmless MPHC from and against all damages, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys’ fees and disbursements, asserted against, directly resulting to, imposed upon or directly incurred by MPHC by reason of or resulting from any of the following: (a) Your gross negligence, willful misconduct or violation of law; (b) Your use of the MPHC Portal for any purpose other than the purpose for which they were intended; and (c) Your unauthorized use or disclosure of any information obtained through the MPHC Portal.

Remedies. Subject to the terms and conditions of the paragraph with the heading “Limitations on Liability,” Licensee’s and Licensee Authorized Users sole and exclusive remedy for any failure or nonperformance of the MPHC Portal (including any associated software) shall be for MPHC to use commercially reasonable efforts to adjust or repair the Portal.

LIMITATIONS ON LIABILITY. MPHC AND ITS BUSINESS PARTNERS SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED AS A RESULT OF USE OF OR INABILITY TO USE THE MPHC PORTAL.  IN NO EVENT SHALL MPHC OR ANY OF ITS BUSINESS PARTNERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER, RELIANCE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF PREVIOUSLY INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.  

DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CONTENT MADE AVAILABLE THROUGH THE MPHC WEB-BASED PORTAL ARE PROVIDED “AS IS,” WITH ALL FAULTS, AND MARTIN’S POINT HEALTH CARE DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE MPHC WEB-BASED PORTAL AND THE INFORMATION MADE AVAILABLE THEREIN AND ANY SERVICES, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT OR THAT THE PROVIDER PORTAL WILL OPERATE ERROR-FREE, UNINTERRUPTED OR BE FREE OF VIRUSES. 

INTELLECTUAL PROPERTY

Limited License.  Subject to the terms of this Agreement, MPHC hereby grants You a nonexclusive, nontransferable, nonsublicensable license to access and use the MPHC Portal. No other right or license of any kind is granted by MPHC to You hereunder with respect to the MPHC Portal or any portion thereof.

Ownership. The MPHC Portal, and all related product and service names, design marks and slogans are the property of MPHC or its affiliates.  The MPHC Portal’s proprietary contents include, without limitation, the animations, applets, audio, data, design, graphics, illustrations, images, information, marks, music, photographs, text, video, and any other files displayed, used and/or available on the Portal (the “Content”), as well as the arrangement, coordination, design, expression, look and feel, selection, and structure of such Content. The MPHC Portal’s Content is owned, controlled or licensed by or to MPHC, and is protected by copyright, trade dress, trademark and other intellectual property rights and unfair competition laws. MPHC reserves all rights, title, and interests in the Content and this Portal.  Other product names and service marks, are the property of their respective owners. You are not authorized to use any of these marks without written permission. Use of the MPHC Portal confers no title or ownership in the MPHC Portal or the marks. References to any names, marks, products or services of third parties or hypertext links to third party site or information do not necessarily constitute or imply MPHC’s endorsement, sponsorship or recommendation of the third party, information, product or service. You acknowledge that MPHC owns all copyrights and associated intellectual property rights in the MPHC Portal. You will not, and will not permit any authorized employee or agent to copy, modify, translate, reverse engineer, decompile, disassemble or create derivative works of any software licensed to You by MPHC in connection with the MPHC Portal.

OTHER TERMS

No Third Party Beneficiaries. You and MPHC agree that we do not intend any third party beneficiaries to this Agreement.

General Terms. This Agreement constitutes the entire agreement between You and MPHC with reference to use of the MPHC Portal, and supersedes any prior agreement between or among the parties regarding its subject matter. Notwithstanding the foregoing, this Agreement does not supersede any licensing, network participation provider agreement, or business associate agreement between MPHC and You. This Agreement is governed by the laws of the State of Maine (excluding rules dealing with conflicts of law).  This Agreement will be binding upon and inure to the benefit of any heirs, successors and permitted assignees of the parties. In the event any provision of this Agreement is found to be unenforceable or invalid, such provision shall be modified so as to make it valid and enforceable and as so modified the entire Agreement shall remain in full force and effect.

Revisions and Updates.  MPHC may at any time and at its sole discretion update and revise this Terms of Use.  Any changes to this Terms of Use will be effective immediately.  Your access or use of the MPHC Portal following any updates or revisions to the Terms of Use constitutes acceptance of such updates or revisions.

Termination of Agreement. MPHC may terminate this Agreement immediately, with or without notice, if You breach or threaten to breach any of the provisions of this Agreement. Upon any such termination or expiration, You must immediately discontinue all use of the MPHC Portal. The provisions of this Agreement (other than your right to use the MPHC Portal) shall survive termination or expiration of this Agreement.

DoD Provision.  The MPHC Portal, including all related equipment networks and network devices (specifically including Internet access), may contain Department of Defense data, and is provided only for authorized use. This system may be monitored for all lawful purposes to ensure that its use is authorized, for management of the system to facilitate protection against unauthorized access, and to verify security procedures survivability and operational security.  During monitoring information may be examined, recorded, copied and used for authorized purposes.  All information placed on or sent over this system may be monitored.  Unauthorized use may subject you to criminal prosecution.  Evidence of unauthorized use collected during monitoring may be used for administrative legal or adverse action.  Use of this system constitutes consent to monitoring for these purposes.

If you have any questions, please call MPHC at 1-866-841-3199