Provider Portal Use Agreement

This Provider Portal Use Agreement (together with the accompanying documents identified herein, the “Agreement”) is a legal contract between (1) The Behavior Health Provider Network (“BHPN”); and (2) you, the individual using the Platform or the related Services, as defined below (as applicable, “You,” “Your,” or “Yourself”). If You use the Platform or the Services on behalf of any Organization(s) (as defined herein) pursuant to Section 1.F below, then “You” also includes all such Organization(s).

This Agreement governs your use of the BHPN Provider Portal website and infrastructure (the “Platform”) and any and all services made available to You by BHPN via the Platform (the “Services”) for the development, growth, support, and sustainability of the BHPN provider and patient/client community.

Together with this Provider Portal Use Agreement, the Agreement consists of (1) the Service-Specific Use Terms and (2) the Privacy Policy; each as may be updated by BHPN from time to time.

READ THE AGREEMENT CAREFULLY BEFORE BROWSING THIS WEBSITE, CREATING AN ACCOUNT, OR OTHERWISE USING THE PLATFORM OR THE SERVICES. USING ANY PART OF THE PLATFORM INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THE AGREEMENT. YOU CANNOT USE THE PLATFORM IF YOU DO NOT ACCEPT THE AGREEMENT.

Platform and Services.
1. Overview. BHPN makes the Platform available to You to enable You to access the Services and interact with BHPN and third-party services. Your use of the Platform and the Services is subject to Your compliance with the terms of this Agreement.
2. Services. BHPN makes various Services available to You via the Platform. Additional terms may apply to each Service, as set forth in the Service-Specific Use Terms. BHPN may add new Services, and may modify, limit or discontinue existing Services or the Platform, from time to time and in BHPN’s sole discretion. The use of certain Services may require You to visit or otherwise use certain third-party services, which may be subject to the third parties’ own terms of use. For the avoidance of doubt, the Services do not include and this Agreement does not apply to third-party software that is linked to or otherwise accessible from the Platform, the use of which may be subject to (a) separate agreements with third parties; or (b) applicable license(s) for such software.
3. Accounts. To make use of the Platform and Services, You will need to create a Platform account for Yourself (an “Account”). You may only create an Account through the interface provided by BHPN. You may not create more than one Account for Yourself without express permission from BHPN. You may not create Accounts for others or use an automated process to create Accounts unless authorized by BHPN. You may not create an Account if You are under the age of eighteen (18). You may not share Your Account with others; each individual person who uses the Platform must create their own Account. You are responsible for ensuring the security of Your Account login credentials. You must use a secure password and maintain its confidentiality. You will promptly notify BHPN if You become aware of any actual or likely misuse of Your Account or access to your login credentials by unauthorized persons. To the extent permitted by applicable law, You consent to BHPN using and sharing information provided by You during the Account registration process and through Your use of the Platform and Services as needed to prevent fraud. Some of the information requested during registration of Your Account must be provided to create an Account; other information is not required and You may choose whether to provide it. Your creation of an Account may be subject to requests for more information, review, and/or approval by BHPN in its sole discretion. In order to provide an integrated user experience, Your Account may be used across the Platform and may incorporate information generated through Your use of the different Services.
4. Acceptable Use. You are authorized to use the Platform and Services only for purposes that are appropriate and necessary to carry out Your role as a practitioner or provider within the BHPN. You may not use the Platform or Services for any illegal, fraudulent, harmful, or other unauthorized activities, including, without limitation, conduct that:
  - Is defamatory, abusive or harassing.
  - Invades or violates the privacy rights of others.
  - Infringes the intellectual property rights of others.
  - May cause damage to the Platform or Services.
  - Circumvents restrictions or limitations on your Use of the Platform or Services and data contained therein, or otherwise exceeds what is allowed under this Agreement.
  If You become aware that an Account is being used in violation of this Agreement, You agree to report such behavior to the BHPN.
5. Equipment. You are solely responsible for obtaining and maintaining all equipment, devices, and services needed for Your own access to and use of the Platform and Services, as well as for paying any related charges. You are solely responsible for ensuring the security of any such equipment, devices, and services, including, without limitation, preventing their use by unauthorized persons.
6. Organizations. Within the Platform, You may be permitted to register the corporation, company or other organization that You represent, such as a company that You own or that employs You, in each case only where You have authority to act on behalf of that organization (each, an “Organization”). One or more Accounts may be associated with the Organization as an “Organization Representative” on the Platform. BHPN may, but is not obligated to, make determinations about who will be registered as an Organization Representative on the Platform. By using the Platform as an Organization Representative, You represent and warrant that You have the authority and capacity to accept this Agreement on behalf of the Organization; to make the commitments and license grants set forth herein; and to take the actions via the Platform and the Services that You choose to take; in each case, on behalf of the corresponding Organization(s).
  Organizations that use the Platform and/or enable their employees or contractors to access the Platform agree to implement appropriate measures, including the establishment and maintenance of policies, procedures, and technical, physical, and administrative safeguards, to ensure the security and confidentiality of information accessed through the Platform, and that protect against reasonably foreseeable threats or hazards to the security or integrity of such information and protect against unauthorized access to or use of such information.
  
  For the avoidance of doubt, all terms herein that apply to individual Account holders also apply to users acting on behalf of Organizations unless the context clearly indicates otherwise.
7. Provider User Administrator. Any Organization that uses the Platform and/or enables its employees or contractors to access the Platform must assign an administrator with sufficient authority to enable adherence and enforcement of the stated responsibilities below.
  - Comply with applicable organizational, state and federal policies, laws and regulations.
  - Ensure proper access to the Platform:
    - Submit access requests to the BHPN on behalf of individual users as appropriate. Ensure minimum necessary access is requested for users.
    - Ensure proper training of individual users on privacy and security issues, as regulated by HIPAA or other laws and regulations, before facilitating access to the Platform and Services.
    - Ensure user access to the Platform is reviewed regularly.
    - Ensure that an individual user’s rights are terminated when access to the Platform by the individual is no longer necessary or appropriate, including, for example, upon termination or a change in job function.
Term and Termination.
1. Term. The Agreement shall commence as of the date that You accept the Agreement by creating an Account or (if earlier) by otherwise making use of the Platform or the Services and shall continue until terminated as set forth herein.
2. Termination by You. You may terminate this Agreement at any time by closing Your Account and ceasing all subsequent use of the Platform and the Services.
3. Termination by BHPN. BHPN may terminate your Account and discontinue Your use of the Platform and Services at any time in BHPN’s sole discretion. Without limiting the foregoing, BHPN may suspend or terminate Your access to the Platform and Services, without notice, upon Your breach of a provision of this Agreement, including, without limitation, Your use of the Platform in violation of Section 1.D.
4. Effect of Termination. Upon termination of the Agreement, You shall cease all subsequent use of the Platform and the Services and shall delete or destroy any copies You have made of BHPN Content (as defined below). If the Agreement was terminated by You without breach, as provided for in Section 2.B, then You may re-accept the Agreement at a later time and create a new Account. If the Agreement was terminated by BHPN, then You shall not attempt to circumvent termination by creating a separate Account using different identifying information.
Intellectual Property Rights.
1. BHPN Content. As used herein, “Content” means text, data, information, software, graphics, videos, photographs, and other materials. Content made available to You via the Platform and the Services (“BHPN Content”) shall remain owned by BHPN or its licensors or other third parties, as applicable. Subject to Your compliance with the Agreement and all applicable laws and regulations, BHPN grants You a limited, personal, non-exclusive, non-transferable license to use the BHPN Content for purposes allowed by this Agreement. You must retain any copyright and other proprietary notices on any copies You make of BHPN Content. All rights in BHPN Content not expressly granted herein are reserved.
2. Feedback. If You send or transmit any communications, comments, questions, suggestions, or related feedback to BHPN whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to any part of the Platform and/or Services, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign to BHPN all right, title, and interest in, and BHPN is free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. To the extent the foregoing assignment of rights, title, and interest in Your Feedback is prohibited by applicable law, You hereby grant BHPN a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to (a) fully use, practice, and exploit those non-assignable rights, title, and interest in the Feedback, including, but not limited to, the right to use, reproduce, adapt, publicly perform, publicly display, modify, prepare derivative works of, publish, transmit, and distribute Your Feedback, or any portion thereof, in any form, medium, or distribution method now known or hereafter existing, for any purpose, and to develop, manufacture, have manufactured, license, market, and sell, directly or indirectly, products and services using such Feedback; and (b) authorize any such use by others of Your Feedback, or any portion thereof, in the same manner. You understand and agree that BHPN is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.
Data Privacy; Compliance with Laws.
1. Health Information Privacy. The Platform contains personal information of patients/clients of the BHPN, including protected health information (“PHI”) as defined by the Health Insurance Portability and Accountability Act and its regulations (“HIPAA”). BHPN and providers (and individual practitioners) within the network are covered entities as defined by HIPAA. In using the Platform, You agree to maintain the privacy and security of PHI as required by HIPAA and any other health information privacy laws, to the extent applicable, and to use PHI only for purposes allowable under such laws. You acknowledge and agree that You are responsible for respecting the privacy of patients/clients of the BHPN and protecting the confidentiality of PHI and other personal information to which you have access.
2. Privacy Policy. BHPN’s use of health information is subject to its Privacy Policy. In sharing health information with the BHPN, including by uploading data to the Platform, and by using information accessible through the Platform, You agree to fully adhere to the Privacy Policy. Third parties’ use of personal information that You provide to them may be subject to the third parties’ own privacy policies.
3. Compliance with Laws. You shall comply with all laws and regulations that are applicable to Your use of the Platform and the Services and information accessible therefrom, including without limitation, all United States export controls, import controls, and laws relating to fraud, anti-boycotting, money laundering, consumer privacy and any other subject. Without limiting the generality of the foregoing, You shall be solely responsible for ensuring that Your use of the Platform and the Services is compliant with applicable laws, and You shall not make use of the Platform and the Services in any fashion that would be contrary to applicable laws (for instance, to receive access to certain technology or payments if such would be prohibited under applicable laws). BHPN controls and operates the Platform from the United States of America and the entirety of the Platform may not be appropriate or available for use in other locations. If You use the Platform or any part of the Platform outside the United States of America, You are solely responsible for following applicable local laws.
4. Electronic Communications. By using the Platform, You consent to receiving electronic communications from BHPN related to the Platform and Services, including communications about transactional information, privacy policies, and other information relevant to Your use of the Platform and Services. These electronic communications are part of Your relationship with BHPN. You agree that any notices, agreements, disclosures, or other communications that BHPN sends You electronically will satisfy any legal communication requirements, including that such communications be in writing. If You do not want to communicate with BHPN electronically in the future, You must discontinue use of Your Account, the Platform, and the Services.
5. Links to Third-Party Sites. BHPN sometimes provides links from the Platform to third-party websites. If You use these links, You will leave the Platform. BHPN provides these links to You as a convenience, and BHPN does not verify, make any representations or take responsibility for such third-party sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such third-party sites. Therefore, unless specifically stated on BHPN’s website or elsewhere in the Platform, BHPN does not endorse or make any representations about such websites or any information, material, or results that may be obtained from using them. If You decide to access any of the third-party websites linked to from the Platform, You do this entirely at Your own risk and You must follow the privacy policies and terms and conditions for those third-party websites. YOU AGREE THAT BHPN WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES, AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY.
Your Representations and Warranties.
1. Authority. You represent that You are at least eighteen (18) years of age, and that You have all necessary authority and capacity to enter into this Agreement on Your own behalf, and/or on behalf of any and all Organizations on whose behalf You are using the Platform and the Services.
2. Your Account. You represent and warrant that all information You provide to BHPN in connection with Your Account and Your use of the Platform or Services shall be true, complete, accurate, and not misleading.
3. Third-Party Services. If use of the Platform or any Service requires You to visit or otherwise make use of a third-party service, such as by visiting a third-party service provider’s website, You represent and warrant that You will comply with the terms and conditions applicable to use of that third party service.
4. Service-Specific Use Terms. The Service-Specific Use Terms may contain additional representations and warranties by You that are applicable to Your use of particular Services. If so, then by using such Services You hereby make such representations and warranties to BHPN.
Disclaimer of Warranties. THE PLATFOM IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, BHPN, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, BHPN PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BHPN OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE FOR ANY DIRECT OR INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM OR THE CONTENT AND SERVICES, WHETHER BASED IN TORT, CONTRACT, OR OTHER THEORY.
Indemnification. You agree to indemnify, defend and hold harmless BHPN and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Platform or your breach of this Agreement. Without limiting the foregoing, You are responsible for costs arising from a breach of information caused by You.
US Government Rights. The Platform is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Platform as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
Modifications to Agreement. BHPN may change, update, add or remove provisions (collectively, “Modifications”) of this Agreement from time to time. BHPN will make any modified versions of the Agreement available by posting them on the Platform. If You object to any such Modifications, Your sole recourse shall be to cease all use of the Platform. Continued use of any part of the Platform following notice of any such Modifications indicates that You acknowledge and agree to adhere to the Modifications. The Agreement may be superseded by legal notices or terms located on the Platform that expressly supersede portions of this Agreement. Such notices or terms are incorporated into this Agreement.
Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in Walnut Creek and Contra Costa County. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.
Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OCCURS OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Entire Agreement. This Agreement constitutes the entire Agreement between You and BHPN with respect to the Platform and Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Platform and Services.
Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.