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HealthFusion^® User Agreement

This User Agreement (“User Agreement” or “Agreement”) is between HealthFusion®, Inc. (“HealthFusion”) a Delaware Corporation with its principal place of business at 124 North Rios Avenue, Solana Beach, California 92075 and the User or entity (“User”) named on one or more Order Forms or Subscription and Services Agreements between User and HealthFusion. The Order Form(s) together with the User Agreement, including any exhibits attached hereto, constitute the entire Agreement between the parties and apply to each Hosted Program and to all Services provided by HealthFusion under the Agreement. When executed by the parties, an Order Form shall evidence the subscription for the Hosted Program granted and the HealthFusion Services to be provided.

Please review this Agreement every time you use HealthFusion Services since there may be changes and updates from time to time. DO NOT USE THIS WEBSITE OR ANY HEALTHFUSION SERVICE OR PRODUCT FOR A MEDICAL EMERGENCY. IF YOU ARE A CONSUMER AND YOU HAVE AN URGENT, IMMEDIATE OR EMERGENCY SITUATION, CONTACT YOUR HEALTHCARE PROVIDER OR CALL 911 OR THE LOCAL EMERGENCY NUMBER IMMEDIATELY. IF YOU ARE A PROVIDER AND NEED TO CONTACT A PAYOR IN AN EMERGENCY, DO SO DIRECTLY BY TELEPHONE OR OTHER MEANS.

DEFINITIONS
GRANT OF LICENSE
SERVICES
USER DATA
FEES
CONFIDENTIALITY
OWNERSHIP
TERM AND TERMINATION
WARRANTY AND EXCLUSIVE REMEDIES
INDEMNIFICATION
LIMITATION OF LIABILITY
DISCLOSURES TO PHYSICIANS/USERS; DISCLAIMERS
MISCELLANEOUS
EXHIBIT A: HIPAA BUSINESS ASSOCIATE AGREEMENT ADDENDUM
EXHIBIT B: SERVICE BUREAU ADDENDUM
EXHIBIT C: END USER LICENSE AGREEMENT
HEALTHFUSION USER SUPPORT POLICIES

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DEFINITIONS
1. “Activation Date” is the date on which User is delivered an authorized user ID and password from HealthFusion to use the Hosted Programs.
2. “Gold Plan” is the plan for HealthFusion Clearinghouse Services for which there are no Subscription Fees. Gold Plan Users may use HealthFusion Clearinghouse Services with select payers only that are authorized and pre-approved by HealthFusion.
3. “HealthFusion Clearinghouse Partners” are the third-party electronic clearinghouse service providers with which HealthFusion has a business relationship to provide and resell electronic connectivity to government and commercial insurance payers for standardized healthcare transactions, such as electronic claims processing, electronic remittance advice, and other services.
4. “HealthFusion Services” shall mean Hosting Services, Clearinghouse Services, Practice Management Services or other services specifically identified in an Order Form.
5. “Host Server” is the server provided by or on behalf of HealthFusion through which User accesses the Hosted Programs, identified by a URL and one or more user IDs and passwords to be established by User.
6. “Hosted Programs” is the computer software in object code form owned or provided by HealthFusion for which User has subscription rights granted pursuant to the Agreement, updates and upgrades to the Hosted Programs, and online documentation.
7. “Transaction Allowance” is the number of monthly transactions that a User can perform for no charge and subject to the other limitations for the applicable subscription plan as set forth in the Order Form(s). Additional transactions beyond the Transaction Allowance or for transactions not included in the User’s subscription shall be invoiced at the rates set forth.
8. “Order Form(s)” shall mean the document(s) by which User orders Hosted Program subscriptions and HealthFusion Clearinghouse Services, and which are agreed to by the parties.
9. “Platinum Plan” is the plan for HealthFusion Clearinghouse Services for which there are Subscription Fees. Platinum Plan Users may use the HealthFusion Clearinghouse Services for all payors on the HealthFusion Platinum Plan list of payors.
10. “Registration Data” means information that is required by HealthFusion Services and its third party providers to complete the enrollment and registration process.
11. “Subscription Fees” are the fees paid by the User for Hosted Programs, HealthFusion Services and Practice Management Services, as applicable. Subscription Fees are due immediately upon the Activation Date or the execution of the Order Form, whichever comes first, and monthly or annually thereafter as set forth on the Order Form.
12. “User Data” means information entered into the Hosted Programs by User in the course of its authorized use of the Hosted Programs and stored on the Host Server for access by the Hosted Programs and retrieval by the User.
GRANT OF LICENSE
1. Subscription Rights. In consideration of Subscription Fees set forth in any valid Order Form(s), HealthFusion grants to User a nonexclusive, non-transferable right (“Subscription”) for all end users defined in the Order Forms(s) to use the Hosted Programs as follows: (1) to assign access rights to the Hosted Programs on the Host Server solely for User’s own internal business operations and (2) to use the Documentation provided with the Hosted Programs (online or otherwise) in support of User’s authorized use of the Hosted Programs.
2. Restrictions. Except as specifically authorized in the Order Form(s) and subject to this Section 2.2 and the applicable end user or service bureau addendum, User will not allow any third parties to access the Hosted Programs, or use the Hosted Programs for third-party training, commercial time-sharing, rental or service bureau use. Further, User shall not (1) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Hosted Programs or any HealthFusion Service; (2) authorize the access and use of the Hosted Programs to any third party; (3) use the Hosted Programs for any purpose not expressly permitted herein; (4) decompile, disassemble, or otherwise reverse-engineer the Hosted Programs; (5) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (6) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (7) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (8) interfere with or disrupt the integrity or performance of the Hosted Programs or the data contained therein; or (9) attempt to gain unauthorized access to the Hosted Programs or its related systems or networks.
3. Reservation of Rights. As between the parties, HealthFusion retains all title, copyright, and other proprietary rights in the Hosted Programs. User does not acquire any rights, express or implied, in the Hosted Programs or otherwise, other than those specified in the Agreement. All computer programs, application programs, databases and related information and documentation that are part of the third party services (collectively, the “Third Party Software”) and all information and documentation that constitute the Third Party Software services are and will at all times remain the sole and exclusive property of the Third Party Software provider or the parties for whom the Third Party Software provider is acting as agent or licensee. All title and copyrights in and to the Third Party Software services (including, without limitation, all Third Party Software owned by the Third Party Software provider or the third parties for whom the Third Party Software provider is acting as agent or licensee).
4. Audit. HealthFusion or its agents shall have the right to monitor use of the Hosted Programs by User: (1) electronically at any time; or (2) by on-site audit of User’s use of the Hosted Programs, not more than once per year upon reasonable notice to User, and to charge for additional Users as appropriate under the Agreement.
5. License to AMA Editorial Content.
  1. Grant of License. Pursuant to a CPT Distribution License Agreement between HealthFusion and the American Medical Association (AMA), HealthFusion hereby grants to User a limited, non-exclusive, non-transferable, sublicense to access and use within the United States, the AMA Editorial Content, for the sole purposes of its internal business use. Each sublicense is limited to one end user associated with User’s account as set forth in the Order Form. This sublicense applies only to the use of Hosted Programs that include assess to the master database of AMA Current Procedural Terminology Codes in electronic form (“CPT”). CPT is copyrighted by the American Medical Association, and CPT is a registered trademark of the American Medical Association.
  2. Restrictions. User is prohibited from publishing, distributing via the Internet or other public computer based information system, creating derivative works (including translating), transferring, selling, leasing, licensing or otherwise making available to any unauthorized party the CPT, or a copy or portion thereof. User agrees to take all necessary steps to ensure that anyone who has authorized access to the Hosted Programs complies with the provisions of this Agreement and with respect to the service bureau provisions, if applicable, that it has authority to bind any legal entity that is to receive the CPT.
  3. AMA Disclaimer of Warranties and Liabilities. CPT is provided “as is” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. AMA warrants that due to the nature of CPT, it does not manipulate or process dates, therefore there is no Year 2000 issue with CPT. AMA disclaims responsibility for any errors in CPT that may arise as a result of CPT being used in conjunction with any software and/or hardware system that is not Year 2000 compliant. No fee schedules, basic unit, relative values or related listings are included in CPT. The AMA does not directly or indirectly practice medicine or dispense medical services. The AMA disclaims responsibility for any consequences or liability attributable to or related to any use, non-use, or interpretation of information contained or not contained in this file/product. This Agreement will terminate upon notice for any violation of its terms of if the AMA no longer makes the CPT available. The AMA is a third party beneficiary to this Agreement. The scope of this license is determined by the AMA, the copyright holder. Any questions pertaining to the license or use of the CPT must be addressed to the AMA. HEALTHFUSION DISCLAIMS RESPONSIBILITY FOR ANY LIABILITY ATTRIBUTABLE TO USER’S USE OF THE CPT. HEALTHFUSION WILL NOT BE LIABLE FOR ANY CLAIMS ATTRIBUTABLE TO ANY ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE INFORMATION OR MATERIAL CONTAINED THEREIN. In no event shall HealthFusion be liable for direct, indirect, special, incidental, or consequential damages arising out of the use of such information or material.
  4. U.S. Government Rights. This product includes CPT which is commercial technical data and/or computer databases and/or commercial computer software and/or commercial computer software documentation, as applicable which were developed exclusively at private expense by the American Medical Association, 515 North State Street, Chicago, Illinois, 60654. U.S. Government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer databases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (November 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (June 1987) and/or subject to the restricted rights provisions of FAR 52.227-14 (June 1987) and FAR 52.227-19 (June 1987), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.
SERVICES
1. Hosted Programs. HealthFusion will provide Client with access to the online Hosted Programs selected in the Order Form(s) and will provide for the storage and retrieval of User Data in connection with use of the Hosted Programs. User is responsible for obtaining access to the Internet using appropriate software and hardware, including ensuring proper security of User’s systems and access to the Hosted Programs.
2. Access. User may designate user IDs and passwords for the number of end users stated in the Order Form(s). Upon HealthFusion’s request, User will provide HealthFusion with accurate and complete registration information of end users associated with User who have access to the Hosted Programs and HealthFusion Services.
3. User Obligations and Responsibilities. User is responsible and liable for all activity occurring under its accounts, whether or not such activities have been authorized by User, and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with its use of the Hosted Programs, including those related to data privacy, international communications and the transmission of technical or personal data. User shall: (i) notify HealthFusion immediately of any unauthorized use of any password or user ID or any other known breach of security, including the loss of theft of any password or user ID; (ii) restrict access and use of the Hosted Programs by unauthorized users; and (iii) not impersonate another HealthFusion user or provide false identity information to gain access to or use the Hosted Programs.
4. HealthFusion User Support Services. In the event that a User elects to receive support services related to the Hosted Programs from HealthFusion by requesting such services in the Order Form(s), then HealthFusion agrees to provide support to the authorized User’s representative for contacting support and in accordance with HealthFusion’s support polices then in effect, so long as User is currently entitled to use the Hosted Programs and HealthFusion Services.
5. HealthFusion Clearinghouse Services. In connection with use of the Hosted Programs, HealthFusion may provide certain Clearinghouse Services to User, as set forth in the applicable Order Form(s), in conjunction with one or more HealthFusion Clearinghouse Partners, and User hereby waives any and all liability and claims which User may have against HealthFusion or the HealthFusion Clearinghouse Partner in connection with the provision of HealthFusion Services except to the extent directly caused by the willful misconduct or gross negligence of HealthFusion or the HealthFusion Clearinghouse Partner. Such Clearinghouse Services are subject to availability via HealthFusion Clearinghouse Partners. Independently-levied submission charges from payors are not included in the pricing and will be charged separately as set forth in Section 5 (Fees). Approval for electronic submission to and remittance from most non-commercial payors can take 4-8 weeks from the date User returns completed forms to HealthFusion. If elected by a User, HealthFusion will provide electronic clearinghouse services through the HealthFusion Clearinghouse Partners subject to the applicable terms and fees as set forth herein.
  1. Electronic Claims Submission
    Electronic claims submission service includes sending electronic claims in the ANSI 837 format to HealthFusion’s Clearinghouse Partners. HealthFusion shall charge User a fee for each electronic claim transaction based upon the subscription plan to which each User is subscribed, as follows:
    1. Platinum
    2. Gold
  2. Electronic Remittance Advice
    Electronic remittance advice service includes receiving electronic remittance advice messages from HealthFusion’s Clearinghouse Partners in the ANSI 835 format. HealthFusion shall charge User a fee for each electronic remittance transaction based upon the Subscription Edition to which each end user is subscribed, as follows:
    1. Platinum
      Subject to the Transaction Allowance as set forth in the applicable Order Form(s), User may submit electronic remittance transactions to any payor listed on the HealthFusion Platinum Plan list of payors. HealthFusion shall charge a transaction fee of $0.35 per transaction. HealthFusion shall charge a transaction fee of $0.35 per transaction that exceeds the Transaction Allowance in a given month or for any transaction that is not included as part of plan. User shall also be liable for any additional fees charged by payor for transactions not part of a plan.
    2. Gold
      Subject to the Transaction Allowance as set forth in the applicable Order Form(s), User may submit electronic remittance transactions to any payor listed on the HealthFusion Gold Plan list of payors. HealthFusion shall charge a transaction fee of $0.35 per transaction. HealthFusion shall charge a transaction fee of $0.35 per transaction that exceeds the Transaction Allowance in a given month or for any transaction that is not included as part of plan. User shall also be liable for any additional fees charged by payor for transactions not part of a plan.
    3. Other Terms
      In the event that User desires to discontinue electronic remittance services, then User must contact insurance companies directly to request termination.
  3. Electronic Real-Time Insurance Eligibility Services
    Electronic real-time insurance eligibility services include performing electronic verification of insurance benefits from HealthFusion’s Clearinghouse Partners in the ANSI 270/271 format. HealthFusion shall offer these services under the following terms and conditions:
    1. Platinum
      Subject to the Transaction Allowance as set forth in the applicable Order Form(s), User may submit electronic insurance eligibility check transactions to any payor listed on the HealthFusion Platinum Plan list of payors. HealthFusion shall charge a transaction fee of $0.10 per transaction. HealthFusion shall charge a transaction fee of $0.10 per transaction that exceeds the Transaction Allowance in a given month or for any transaction that is not included as part of plan. User shall also be liable for any additional fees charged by payor for transactions not part of a plan.
    2. Gold
      Subject to the Transaction Allowance as set forth in the applicable Order Form(s), User may submit electronic insurance eligibility check transactions to any payor listed on the HealthFusion Gold Plan list of payors. HealthFusion shall charge a transaction fee of $0.10 per transaction. HealthFusion shall charge a transaction fee of $0.10 per transaction that exceeds the Transaction Allowance in a given month or for any transaction that is not included as part of plan. User shall also be liable for any additional fees charged by payor for transactions not part of a plan.
6. Onsite Training. Training, if available, is billed on a daily rate. A ‘day’ is defined as an 8-hour standard business day. Any training in a day beyond 8 hours shall be bill at time and a half. Travel and travel related expenses are billed separately, as incurred by HealthFusion. User is responsible for all non-refundable costs and expenses for any services cancelled or rescheduled with less than 6 business days prior notice to the start of the services.
7. User Data Storage. HealthFusion provides User with a certain amount of monthly electronic storage as set forth in the Order Form. In the event User exceeds this amount, User shall be charged the amounts set forth in the Order Form for such overage. HealthFusion will use reasonable efforts to notify User regarding such storage use, however, any failure by HealthFusion to notify User shall not affect User’s responsibility to monitor their own use of such storage and for any additional storage charges.
8. Additional Data Services. In the event User requests, subject to HealthFusion’s availability, to perform other services with respect to User Data, including, but not limited to, reformatting or modifying the format of User Data, modify, develop or otherwise alter a User Data interface, or otherwise preparing and providing User with copies of User Data, User shall pay HealthFusion’s fees for such additional data services.
9. User Account. In order to use the Hosted Programs and HealthFusion Services, and in order for the HealthFusion Services to operate properly, Users must supply HealthFusion with certain “Registration Data”, all of which must be accurate and updated as appropriate. Failure to properly maintain the Registration Data shall be a breach of the Agreement. User should ensure that it can receive e-mail from HealthFusion, which may require User to add HealthFusion to a “trusted” sender list to avoid delays or having HealthFusion correspondences blocked from User’s inbox.
10. Cooperation. HealthFusion’s ability to provide HealthFusion Services is dependent upon User’s cooperation and ability to perform its obligations. Should User fail to perform any obligation or approve any request from HealthFusion, HealthFusion shall be relieved from any liability resulting therefrom and any delivery dates shall be reset accordingly.
11. Expiration of Purchased Services. All HealthFusion Service(s) must be utilized by User within ninety (90) days from date of purchase (the Effective Date of the Order Form). Hosted HealthFusion Services not delivered in that period will be considered rendered and non-refundable.
USER DATA
1. User Data Warranty. User represents and warrants that it has the rights to all User Data, including the right to upload User Data to the Host Server in connection with its authorized use of the Hosted Programs. User agrees that the User Data and its use do not infringe the rights of any third party or violate any applicable laws and agrees to indemnify and holds HealthFusion harmless from any third-party claims of infringement or violation of laws under the same terms and conditions set forth below for HealthFusion’s infringement indemnity. User is also responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any data.
2. User Data Security. User agrees to access the Hosted Programs and to store and retrieve data using third party programs, including specifically Internet “browser” programs that support appropriate data security protocols. Unless otherwise agreed in writing, the parties agree that all software used to access the Hosted Programs will support the Secure Socket Layer (SSL) protocol. HealthFusion agrees to maintain the security of User Data using industry-standard data security protocols, and other methods reasonably deemed to be adequate for secure business data and to notify User in the event of a breach of security involving User Data. HealthFusion agrees to retain User data on a secure server and to maintain data recovery and data backup facilities in accordance with accepted industry practices.
3. Ownership of User Data. User shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all User Data. User acknowledges and agrees that HealthFusion shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Data. HealthFusion is not responsible for inability to perform services due to improperly formatted or corrupt files, viruses on media provided, or incompatible backup media or software. User agrees that storage or caching of User Data is not an infringement of any User intellectual property rights or otherwise violates any applicable laws. User agrees that it will not store data on the Host Server that is subject to the rights of any third parties without first obtaining all required authorizations and rights in writing from such third parties. Provided that HealthFusion implements appropriate de-identification criteria in accordance with the Standards for Privacy of Individually Identifiable Health Information set forth in 45 C.F.R. §164.514(b), User acknowledges and agrees that de-identified information is not Protected Health Information as defined in the applicable regulations and that HealthFusion may use such de-identified information for any lawful purpose.
4. User Data Import Limitations. User is responsible for providing User Data in an acceptable format as specified by HealthFusion. User acknowledges that transferring data is subject to the possibility of human and machine errors, omissions, and losses, including inadvertent loss of data or damage to media that may give rise to loss or damage. HealthFusion shall not be liable for any errors, losses or damages incurred in connection with the import of User Data, including any losses or damages arising from loss of User Data. User is responsible to adopt reasonable measures to limit the impact of such problems. User shall maintain an accurate backup copy of all data provided to HealthFusion.
5. User Data Import Acceptance. Following User Data import, HealthFusion warrants the integrity of the supplied production database for a period of five (5) business days from the delivery date, or until the database is altered in any way by User, which ever occurs first. During the User Data import warranty period, User may report any discrepancies or errors, and upon verification of the error, HealthFusion may, at its option, correct the database or refund the amount paid for the User Data import service.
FEES
1. Fees. User agrees to pay to HealthFusion the fees described and in the amount set forth in the applicable Order Form(s) and as set forth in Section 3.4 (HealthFusion Clearinghouse Services). Notwithstanding anything to the contrary in the Agreement, all fees are subject to change by HealthFusion, with thirty (30) days written notice and in HealthFusion’s sole discretion.
2. Payment Terms. All invoices are due and payable immediately upon receipt by User. In the absence of specific provisions in the applicable Order Form(s), fees for one-time services are due upon acceptance of any Order Form and prior to delivery of the applicable service. Fees that are fixed, such as Subscription Fees, shall be payable in advance and due in full upon the first day of each subscription term; all other services that are variable and dependent on actual usage are billed in arrears and due upon receipt.
3. Suspension of HealthFusion Services/Denied Access. In addition to any other rights granted to HealthFusion herein, HealthFusion reserves the right to suspend or terminate this Agreement and User’s access to the Hosted Programs and/or HealthFusion Services if HealthFusion does not receive full payment by User within ten (10) days of the invoice date. Delinquent accounts are subject to an administrative late charge of $35.00 per invoice per month for any invoice not paid by the due date and which remains unpaid each 30 days thereafter, including any electronic transaction that is declined and any returned checks. Additionally, any amounts payable by User hereunder which remain unpaid after the due date shall be subject to a finance charge equal to 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, and such interest shall begin to accrue after fifteen (15) days from the invoice date. User will be charged for any Subscription Fees during any period of suspension. In the event that HealthFusion does not receive full payment by User within thirty (30) days of the date a payment is due, such nonpayment by User shall constitute a material breach of this Agreement. If either party initiates termination of this Agreement, User will be obligated to pay the balance due on its account computed in accordance with the terms of this Agreement.
4. Billing Information. User agrees to provide HealthFusion with complete and accurate billing and contact information. This information includes User’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. User agrees to promptly update this information, but in no event later than five (5) days, of any change to it. If User has a good faith belief that any charges are in error, then User must contact HealthFusion in writing within thirty (30) days of the disputed invoice’ date to be eligible to receive an adjustment or credit. User agrees not to withhold payment on any invoice while HealthFusion reviews its request for an adjustment or credit. In the event that HealthFusion issues an adjustment or credit that exceeds the current balance on User’s account, then HealthFusion agrees to refund the difference to User within thirty (30) days.
5. Electronic Payments. User agrees to provide HealthFusion with updated credit card information and expressly authorizes HealthFusion to charge User’s credit card information each month for an amount equal to User’s current balance. In the event that either (1) User’s credit card information changes, (2) User’s credit card information becomes expired, or (3) User is notified by HealthFusion of an unsuccessful attempt by HealthFusion to charge User’s credit card information for User’s invoice total, then User agrees to update its account with valid credit card information as soon as possible, but in no event later than five (5) days. If, any time, User revokes its credit card authorization, then such revocation shall be considered a material breach of this Agreement.
6. Taxes. HealthFusion’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and User shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on HealthFusion’s income. If HealthFusion is found to be responsible for the withholding and payment of taxes on your behalf, you agree to indemnify HealthFusion with respect to the full amount of taxes due together with applicable interest and penalties.
CONFIDENTIALITY
1. Defined. By virtue of the Agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). Confidential Information shall be limited to the Programs, the terms and pricing under the Agreement, and all information clearly identified as confidential. Notwithstanding, HealthFusion’s Confidential Information includes all information obtained by accessing the Hosted Programs or by using the HealthFusion Services, including, without limitation, HealthFusion’s clickable phrase technology, HealthFusion clinical pathways and clinical protocols, all of which constitutes the copyrighted work of HealthFusion or its licensors.
2. Exceptions. A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party as evidenced by contemporaneous written documentation.
3. Obligations. Except as may otherwise be required by law, during the term of, and for a period of 2 years after the expiration or termination of this Agreement, neither party shall disclose the other party’s Confidential Information to any person other than those authorized with a need-to-know or use the Confidential Information for any purpose other than for the purpose for which it is intended. Each party will use at least the same effort used to protect its own confidential information (but not less than reasonable care) to prevent the unauthorized disclosure of the other party’s Confidential Information.
4. Return of Confidential Information. Upon expiration or termination of this Agreement each party shall certify the return or destruction of the other party’s Confidential Information.
5. Required Disclosure. The parties agree to hold each other’s Confidential Information in confidence during the term of the Agreement and for a period of two years after termination of the Agreement. In the event that either party is requested or required for the purposes of legal, administrative, or arbitration to disclose any Confidential Information, the party receiving such disclosure request will provide the other party with prompt written notice of any such request or requirement, unless prohibited by law, so that such party may seek an appropriate protective order or other relief.
6. Patient Records. The parties agree to be bound by the terms of the HIPAA Business Associates Agreement (“BAA”) attached hereto as Exhibit A. Furthermore, HealthFusion shall only disclose to and/or allow any entity or person to have access to User and User’s client and/or patient Protected Health Information, as defined in such BAA, who have a need-to-know such information for the purposes of fulfilling the obligations of this Agreement and has signed a copy of the BAA.
OWNERSHIP
1. General. The Hosted Programs, HealthFusion Services, graphics, images, content, compilation, digital conversion, databases, clinical protocols and pathways used with the HealthFusion clickable phrase technology or any other aspect of the MediTouch system and all information provided in connection with the Hosted Programs and HealthFusion Services and other matters related to HealthFusion (other than User Data) and any modifications, updates, copies, customizations, derivative works, augmentations, or translations thereto, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by User or any other party relating to the Hosted Programs or HealthFusion Service are protected by applicable patent, copyright, trademark, trade secret and other laws protecting the proprietary rights of HealthFusion and its licensors. Your right to access HealthFusion and to make use of the Hosted Programs and HealthFusion Services constitutes a license only, and all content on HealthFusion and copies of such content (other than User Data) remain in the sole possession and ownership of HealthFusion and its licensors.
2. Trademarks. HealthFusion and the symbols used to identify HealthFusion are trademarks of HealthFusion. All third party trademarks, service marks, trade names or other identifying information used by HealthFusion remain the sole and exclusive property of the applicable third parties. Except for linking to HealthFusion web sites, User may not use any HealthFusion logo or trademark, whether or not such mark(s) are registered, without prior written approval from HealthFusion. This includes use on printed materials of any kind as well as electronic mediums such as internet web pages or email. Furthermore, the use of the HealthFusion name (or any derivative thereof) in User’s URL, business name, or the names of any add-on products or services User may be offering independent of HealthFusion is strictly prohibited. Additionally, using the HealthFusion name in paid targeted keyword advertising campaigns on search engines is also prohibited.
3. Copyright. This Website and all content provided by HealthFusion, unless otherwise stated, is the property of HealthFusion. All rights are reserved. Any copying, transmission or other publication or other unauthorized use of the contents of this Website is strictly prohibited.
TERM AND TERMINATION
1. Term. The term of this Agreement shall commence on the execution of the applicable Order Form(s) shall remain in effect for the Initial Term set forth in such Order Form(s). Thereafter, the Agreement is automatically renewed for successive one (1) year terms at then-current prices, unless either party provides written notice of non-renewal at least 90 days prior the expiration of the then current term. The initial term and any renewal term will be collectively referred to as the “term” of the Agreement.
  1. If selected, User may enroll in a monthly plan, in which case the initial term shall extend for an initial period of three (3) months. Thereafter, the Agreement is automatically renewed for successive one (1) month terms, unless either party terminates this agreement prior to the end of the then current term. The initial term and any renewal term will be collectively referred to as the “term” of the Agreement.
2. Termination for Cause. Notwithstanding Section 5.3 (Suspension of HealthFusion Services/Denied Access), either party may terminate the Agreement at any time upon thirty (30) days prior written notice if the other party commits a material breach that remains uncured after thirty (30) days written notice specifying the nature of the breach and identifying the measures required to correct the breach.
3. Effect of Termination. Termination of the Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve User’s obligation to pay all fees that have accrued or are otherwise owed by User under any Order Form or under the Agreement. Upon termination of the Agreement, access to the Hosted Programs and all HealthFusion Services shall be terminated. Upon termination, other than for breach on the part of HealthFusion under Section 8.2 above, all unpaid fees related to the term shall be due and payable in full immediately.
WARRANTY AND EXCLUSIVE REMEDIES
1. User Licensure. User represents and warrants that User and all end users who are provided access to the Hosted Programs and/or HealthFusion Services are licensed pursuant to all applicable federal, state and local laws, ordinances, rules and regulations, and shall upon request provide proof of all licenses.
2. Hosted Program Warranty. HealthFusion warrants that the Hosted Programs will materially perform in accordance with the documentation so long as (1) the User has a current, paid-up right to use the Hosted Programs; and (2) User’s access to the Host Server will meet the minimum criteria set forth in HealthFusion’s documentation.
3. HealthFusion Services Warranty. HealthFusion warrants that the HealthFusion Services as set forth in the applicable Order Form(s) will be performed consistent with generally accepted industry standards.
4. Disclaimer.
  1. User acknowledges and agrees that it has sole responsibility to determine the accuracy of the data and reports prior to its use. EXCEPT AS SET FORTH IN SECTIONS 9.2 (HOSTED PROGRAM WARRANTY) AND 9.3 (HEALTHFUSION SERVICES WARRANTY), HEALTHFUSION DOES NOT WARRANT OR REPRESENT, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTIES REGARDING THE QUALITY, RELIABILITY, TIMELINESS OR SECURITY OF THE HOSTED PROGRAMS OR USE OF THE HEALTHFUSION SERVICES SHALL MEET USER’S REQUIREMENTS OR THAT USER’S USE OF THE HOSTED PROGRAMS OR HEALTHFUSION SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE OR IMMUNE FROM FRAUDULENT INTRUSION AND/OR UNAUTHORIZED USE OR DISCLOSURE. HEALTHFUSION ASSUMES NO RESPONSIBILITY FOR ASSURING THE PROPER AND LAWFUL USE THEREOF BY USER. HEALTHFUSION MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT IN CONNECTION WITH THE HOSTED PROGRAMS OR HEALTHFUSION SERVICES, AND ANY SUCH WARRANTIES ARE DISCLAIMED.
  2. HEALTHFUSION ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE, OR TO STORE PROPERLY, DELIVER, FAILURE TO DELIVER OR TIMELY DELIVERY OF USER DATA. USER ASSUMES THE ENTIRE RISK IN DOWNLOADING OR OTHERWISE ACCESSING ANY DATA, FILES OR OTHER MATERIALS OBTAINED FROM THIRD PARTIES AS A PART OF THE HOSTED PROGRAMS OR HEALTHFUSION SERVICES.
  3. HOSTED PROGRAMS OR HEALTHFUSION SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. HEALTHFUSION IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA.
  4. HEALTHFUSION DOES NOT GUARANTEE THAT THE HOSTED PROGRAMS OR HEALTHFUSION SERVICES SHALL IN ALL CASES MEET USER’S REQUIREMENTS, AND HEALTHFUSION LIKEWISE DISCLAIMS ANY WARRANTY THAT THE HOSTED PROGRAMS OR HEALTHFUSION SERVICES SHALL SUCCESSFULLY ACCOMPLISH THE SPECIFIC OBJECTIVES DESIRED BY USER.
5. Exclusive Remedies. For any breach of the warranties contained in Sections 9.2 (Hosted Program Warranty) and 9.3 (HealthFusion Services Warranty), User’s exclusive remedy, and HealthFusion’s entire liability, shall be the correction of the Hosted Program errors or reperformance of the HealthFusion Services. User shall notify HealthFusion within thirty (30) days of discovery of any error or from performance of the applicable HealthFusion Service or such claim shall be deemed waived by User.
6. Disabling Mechanisms. You acknowledge and agree that the Hosted Programs and HealthFusion Services may have a mechanism whereby HealthFusion can disable the service. User acknowledges and agrees that HealthFusion may use any such mechanism in the event of User’s breach of this Agreement.
INDEMNIFICATION

By using the Hosted Programs or HealthFusion Services, including use of the HealthFusion Clearinghouse Services, User expressly authorizes and directs HealthFusion to carry out such transaction or performance on User’s behalf. Additionally, User represents and agrees that it has obtained all authorizations required by applicable law or otherwise to allow HealthFusion to carry out such transaction or performance. User shall indemnify, defend and hold HealthFusion harmless from and against any liability and for all damages, costs and expenses, including all reasonable attorney costs and expenses, incurred by HealthFusion in taking such actions at User’s direction or request. Additionally, User shall indemnify, defend and hold HealthFusion harmless from and against any third party claim and any related cost or expense, including reasonable attorney costs and expenses, arising out of or related to any breach of this Agreement.
LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, REJECTED OR DENIED CLAIMS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY RELATED TO THE HOSTED PROGRAMS OR HEALTHFUSION SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE HOSTED PROGRAMS OR HEALTHFUSION SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE HOSTED PROGRAMS OR HEALTHFUSION SERVICES, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSOR’S HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NOT EVENT SHALL HEALTHFUSION’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY USER IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
DISCLOSURES TO PHYSICIANS/USERS; DISCLAIMERS

Instant Medical HistoryTM.
1. When initiating the Instant Medical HistoryTM module, User is responsible for informing the physicians that Instant Medical HistoryTM is intended to involve competent intervention before any impact on health occurs. A physician’s clinical judgment and experience should be used to check and interpret the program’s output. In addition, the program should display a disclosure statement informing the physicians of such requirement.
2. User must also disclose that the program is never to be used in the treatment or diagnosis of any patient unless a physician has supervised or reviewed the use of the program, the processes employed in distributing and educating patients about the program, and the individual results of each patient’s Instant Medical HistoryTM.
No Verification of Third Parties. HealthFusion does not validate, error check or otherwise confirm any data or information, including User Data. HealthFusion acts as a neutral intermediary between Users and HealthFusion Clearinghouse Partners and payors. Users shall maintain all necessary supporting documentation, including medical records, for verification of all facts and information posted by User or on User’s behalf, and shall provide such documentation to HealthFusion upon its reasonable request. HealthFusion does not make any representations or warranties regarding information, Personal Information or data transmitted by Users or HealthFusion Clearinghouse Partners. All such warranties and representations are made directly by the person posting the information to the intended recipient of the information. HealthFusion does not accredit or otherwise determine the qualifications of payors or providers.

MISCELLANEOUS
1. Force Majeure. HealthFusion shall not be responsible for any delays, errors, failures to perform, interruptions or disruptions in the Hosted Programs or HealthFusion Services for the time and to the extent such failure or delay is due to causes beyond its reasonable control, including, but not limited to, any act of God, labor dispute or disturbance, material shortage or rationing, fire, storm, tornado, tidal wave, vandalism, riot, explosion, power outage earthquake, flood, civil disturbance, sabotage, act of war, act of terrorism, governmental action or regulation, communication or utility failure or casualty caused by any acts of God, strikes, lockouts, riots, acts of war, changes in law or regulations, fire, flood, earthquake, or storm (collectively “Force Majeure Items”).
2. Independent Contractors. The relationship between HealthFusion, User and any third party is that of independent contractors. Nothing in this Agreement shall be construed or deemed to create any other relationship, including that of joint venture, partnership, or in an employment or agency relationship.
3. Construction. In the event of a dispute hereunder, this Agreement shall be interpreted in accordance with its fair meaning and shall not be interpreted for or against any party hereto on the ground that such party drafted or caused to be drafted this Agreement or any part hereof, nor shall any presumption or burden of proof or persuasion be implied by virtue of the fact that this Agreement may have been prepared by or at the request of a particular party or its counsel. Article and Section headings are for convenience only and shall not affect the interpretation of this Agreement.
4. Notice. Any notice or other document to be given or to be served upon HealthFusion in connection with this Agreement shall be in writing to 124 North Rios Avenue, Solana Beach, California 92075. All such Notices will be deemed effective upon delivery or three days after mailing by certified mail. Any notice or other document to be given or to be served upon you shall be sent to your last known address. Any party may, at any time by giving five (5) days prior written notice to the other party, designate any other address in substitution of the address stated above to which such notice will be given. It is your responsibility to notify HealthFusion of any change of your address.
5. Choice of Law; Jurisdiction; Service of Process. The parties acknowledge that this Agreement shall be construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions thereof. The Parties hereby irrevocably consent to the jurisdiction of the state and federal courts located in San Diego County, California, in any action arising out of or relating to this Agreement and waive any other venue to which either party might be entitled. The parties further agree to accept and acknowledge service of any and all process which may be served in any suit, action or proceeding, and agree that service of process upon each other mailed by certified mail to each other’s address shall be deemed in every respect effective service of process in any such suit, action or proceeding.
6. Dispute Resolution. Any controversy, transaction or dispute arising out of or relating to this Agreement shall be settled in the following order of preference: (1) By good faith negotiation between representatives of the parties who have authority to fully and finally resolve the dispute; (2) If necessary, by non-binding mediation at a location acceptable to both parties in San Diego County, California using a neutral mediator. In any mediation, the Parties shall equally share the cost of the mediator and otherwise bear their own respective costs; or (3) As a last resort only, by binding arbitration in San Diego County, California. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association, with the following exceptions if in conflict: (a) one arbitrator shall be chosen by the American Arbitration Association; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any party if written notice (pursuant to the Arbitrator’s rules and regulations) of the proceeding has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, transactions or disputes shall be settled in this manner in lieu of any action at law or equity, provided however, that nothing in this subsection shall be construed as precluding bringing an action for injunctive relief or other equitable relief. The arbitrator shall not have the right to award punitive damages or speculative damages to either party and shall not have the power to amend this Agreement. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.
7. Export Controls and Restricted Rights. This agreement is expressly made subject to any laws, regulations, orders, or other restrictions on the export from the United States of America of the HealthFusion Services, Hosted Programs, content, HealthFusion intellectual property or information about such HealthFusion Services, Hosted Programs, which may be imposed from time to time by the government of the United States of America. User shall not export the service including, without limitation, content, HealthFusion intellectual property or confidential information, and information about the HealthFusion services and hosted programs without the written consent of HealthFusion and compliance with such laws, regulations, orders or other restrictions. The Hosted Programs and accompanying documentation are commercial computer software and documentation developed exclusively at private expense and in all respects are proprietary data belonging to HealthFusion. If the Hosted Programs and accompanying documentation are used under the terms of a DoD or civilian agency contract, use, reproduction and disclosure of such software and documentation by the Government is subject to the restrictions set forth in the Agreement in accordance with 48 C.F.R. 227.7202 or 48 C.F.R. 12.212, respectively.
8. Nonsolicitation. User agrees during the term of this Agreement, and for twelve (12) months thereafter, not to solicit for hire or hire as a consultant, employee, or otherwise any current or former employee of HealthFusion who had involvement with the performance of the Agreement.
9. Assignment. User may not assign this Agreement or any right or obligation hereunder, directly, indirectly, by operation of law or otherwise, without User’s prior written consent, and any attempt to do so will be void and of no force or effect. Any change of control of User will be considered an assignment. This Agreement is freely assignable and/or transferable by HealthFusion without the consent of User. This Agreement will be binding upon and inure to the benefit of the permitted successors and assigns of each party.
10. Publicity. The parties agree that HealthFusion has the right to use User’s name as a HealthFusion customer in HealthFusion’s promotional, advertising and marketing materials and campaigns.
11. Severability. Each provision of this Agreement is intended to be severable from each other provision, and the validity or illegality of any portion hereof shall not affect the validity or legality of the remainder hereof.
12. Survival. The provisions of Sections 5 (Fees), 6 (Confidentiality), 7 (Ownership), 11 (Limitation of Liability) and 13 (Miscellaneous), and any payment obligations of either party shall survive the expiration or termination of this Agreement for any reason. All other rights and obligations of the parties shall cease upon termination of this Agreement. Except for actions for nonpayment, or User’s breach of Sections 6 (Confidentiality) or 7 (Ownership), no action, regardless of form, arising out of the Agreement may be brought by either party more than one year after the cause of action has accrued.
13. Entire Agreement. The Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of the Agreement. HealthFusion may assign this Agreement or any rights or obligations under this Agreement to a third party. HealthFusion may modify the terms of this Agreement at any time by posting new terms to its web site. User may notify HealthFusion in writing within thirty (30) days of such change that User does not wish to accept the new terms. In the absence of such written non-acceptance notification with the thirty (30) day period, User confirms acceptance of the new terms by continuing to use the Hosted Programs and/or HealthFusion Services. If User does not accept the new terms by notifying HealthFusion within the thirty (30) day period, then User may continue to use the Hosted Programs and HealthFusion Services under User’s existing terms until the end of User’s then current term, at which time User’s Agreement will not automatically renew, but will instead terminate.
EXHIBIT A HIPAA BUSINESS ASSOCIATE AGREEMENT ADDENDUM
EXHIBIT B SERVICE BUREAU ADDENDUM

This Service Bureau Addendum represents the understanding between _____________________ (“Service Bureau”), HealthFusion and the applicable end user, and governs your use of the Hosted Programs.
1. Amendment to Grant of License. Subject to the terms and conditions of this Service Bureau Addendum, Section 2 of the User Agreement is hereby amended to permit Service Bureau to make the Hosted Programs available for use for its end users as set forth in the applicable Order Form(s). Service Bureau shall not provide access to any other party. Except as provided herein, the User Agreement shall remain in full force and effect in accordance with its terms. Service Bureau is granted the right to use the Hosted Programs as follows: (i) to assign access rights to the Hosted Programs on the Host Server solely for Service Bureau’s own internal business operations; and (ii) to use the documentation provided with the Hosted Programs (online or otherwise) in support of Service Bureau’s authorized use of the Hosted Programs. NEITHER SERVICE BUREAU OR HEALTHFUSION MAKE, AND HEREBY DISCLAIMS, ANY WARRANTY OF ANY KIND WITH REGARD TO THE HOSTED PROGRAMS OR SERVICES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. HEALTHFUSION SHALL NOT BE LIABLE FOR ANY LOSS, INCLUDING LOSS OR INACCURACY OF DATA, LOST PROFITS OR REVENUE OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE.
2. Service Bureau Obligations. Should Service Bureau offer any warranties to third parties in connection with the Hosted Programs, HealthFusion Services or otherwise in connection with the User Agreement, Service Bureau shall be solely responsible for those warranties. Service Bureau shall not make any representations or warranties regarding the Hosted Programs, HealthFusion Services or with respect in any way to the User Agreement without HealthFusion’s prior written authorization. Service Bureau shall indemnify, defend, and hold HealthFusion harmless from and against any claims, damages, demands, costs, and expenses arising from a breach of the foregoing obligation. Service Bureau shall include express language in each of its agreements with the end users advising each end user that use of the Hosted Programs shall be subject to HealthFusion’s online click-through end user license agreement.
3. Ownership of Hosted Programs. Service Bureau acknowledges that as between Service Bureau and HealthFusion, HealthFusion retains all title, copyright and other proprietary rights in the Hosted Programs and HealthFusion Services. Service Bureau does not acquire any rights, express or implied, in the Hosted Programs or HealthFusion Services, other than those specified in this Service Bureau Addendum. Service Bureau agrees not to download the Hosted Programs or cause or permit the reverse engineering, disassembly or de-compilation of the Hosted Programs or any HealthFusion Service.
4. Term. The term of this Service Bureau Addendum shall commence upon the date of the last party to sign below and shall continue until terminated or upon the termination of the User Agreement. Service Bureau may terminate this Service Bureau Addendum (or access to one or more Hosted Programs) upon notice to the User. HealthFusion may terminate access to one or more Hosted Programs upon notice to the Service Bureau. Upon any such termination by Service Bureau or HealthFusion, all applicable license rights under this Service Bureau Addendum shall terminate and User and any end user, as applicable, may no longer access the applicable Hosted Programs (including any data that may be accessible only through the Hosted Programs) or HealthFusion Services and HealthFusion shall not be liable for any damages caused by the inaccessibility.
EXHIBIT C END USER LICENSE AGREEMENT

The following End-User License Agreement (“EULA”) shall be agreed to by all end users prior to use of the Services (as defined below) and shall be embedded in opening screen with a “click, I ACCEPT” feature or functional equivalent. This EULA is between HealthFusion, User (as defined below) and the applicable end user.

This EULA is a binding legal contract between you as the end user and HealthFusion. By signing this Agreement or clicking on “I ACCEPT” or equivalent language, you will be bound by the terms of this EULA and agree to comply with this EULA. If you do not agree to the terms of this EULA, HealthFusion is not willing to license any right to use or access any Service to you. In such event, you may not download, install, access, use or copy any Service, and you should promptly contact your provider for instructions with respect to a refund of fees paid by you, if any.

As used in this EULA, the term “Service” means any HealthFusion software or services rightfully provided, or rightfully made available, to you by HealthFusion or an authorized user (“User”) under the terms of a valid User Agreement between HealthFusion and User (“User Agreement”), including any or all associated web sites, media, printed materials and any “on-line” or electronic documentation.
HEALTHFUSION USER SUPPORT POLICIES
1. HOW TO CONTACT HEALTHFUSION
  If you have any issues that require support from HealthFusion you may contact us using any of the methods below:
  1. Email. Users may submit support questions to customerservice@healthfusion.com 24 hours a day.
  2. Phone: During the standard hours of operation, a designated User may call (877) 523-2120 to reach a HealthFusion Representative.
2. HEALTHFUSION HOURS OF OPERATION
  1. HealthFusion is open Monday through Friday except Holidays (See Section VI. C.) from 6 AM PST until 5 PM PST.
  2. 2010 Holidays
    1. New Year’s Day - January 1, 2009
    2. Memorial Day - May 31, 2010
    3. Independence Day - July 5, 2010
    4. Labor Day - Sept 6, 2010
    5. Thanksgiving Day - November 25, 2010
    6. Christmas Eve - December 24, 2010
3. ISSUES SUPPORTED BY HEALTHFUSION
  HealthFusion will provide support for issues related to its services or business issues regarding a User HealthFusion account. HealthFusion Customer Service Agents will be able to respond to most issues. In some cases, Users may be referred to another person at HealthFusion for assistance. All incidents will be handled consistent with our Escalation Procedures detailed in Section 7 (Escalation Procedures) below. Examples of the kinds of incidents that may require a User to contact a HealthFusion Customer Service Agent would be:
  - Reporting of a system issue (bugs or availability issues).
  - Troubleshooting functional problems with the use of the system.
  - Problems with accessing User Data in the HealthFusion Hosted Programs.
  - Assistance with HealthFusion Clearinghouse Services.
  - Billing questions or general information questions.
4. ISSUES NOT SUPPORTED BY HEALTHFUSION
  1. Requests for training, custom technical work or other similar items may be subject to additional fees or charges or may not be available to Users.
  2. Incidents related to payors should be resolved between User and the appropriate payor.
  3. Incidents that do not directly relate to HealthFusion’s products or services, such as HealthFusion’s clearinghouse partners and third party software, are not supported by HealthFusion. Such support is subject to third party availability and their support policies. HealthFusion does not support or warrant HealthFusion EDI partners.
5. SEVERITY LEVELS Support issues are broken down by Severity Levels as indicated below.
  1. Severity Level I. No or Minor Business Impact, Enhancement Request
    1. The User, regardless of the environment or product usage, has experienced a minor loss of service. A minor product flaw with a work around represents this type of issue.
    2. The User’s service is in full working mode; User’s work is not being impeded at this time. This can be represented as a minor irritant or frustration using specific features of the software or as a result of misunderstanding or inadequate training.
    3. The User is making enhancement requests/recommendations for consideration in future product releases.
  2. Severity Level II. Serious Business Impact
    1. The User, regardless of the environment or product usage, is experiencing significant or degraded loss of service from HealthFusion. An example of a Severity II issue would be a major error that would include, reporting errors, claims not being able to be forwarded, irregular responses from real-time transactions.
  3. Severity Level III. Critical Business Impact
    1. The User has complete loss of service or resources for which no work around exists and User’s work cannot reasonably continue. An example of a Severity III issue is the inability of the User to log into the Hosted Programs.
  4. ESCALATION TIMELINES
    1. Level I. As commercially appropriate but consideration is given based upon the situation and to the reasonable satisfaction of User.
    2. Level II. Incident is addressed immediately (document), resolution should take no more than 8 hours.
    3. Level III. Incident is addressed immediately upon escalation and resolution is based upon the nature of the problem but immediately or as soon as possible but no more than 4 hours.
  5. ESCALATION PROCEDURES
    1. In order to provide appropriate support, Users may be asked for certain information. Failure to provide any requested information may prevent HealthFusion from being able to provide a User with support.
    2. HealthFusion support agents can handle any Severity Level 1 incidents. The agent may refer the matter to another agent or escalate the matter to the customer service manager as appropriate. If the customer service manager determines that the incident requires further assistance they can further escalate the item or resolve with the assistance of other departments or HealthFusion’s third party vendors and service providers, as applicable.
  6. ADDITIONAL SUPPORT TERMS
    1. Training Videos. HealthFusion may provide one or more training or frequently asked questions videos to Users at no additional cost.
    2. Limitation on Support. HealthFusion reserves the right to limit Support to any User in its sole discretion.

About Us

HealthFusion® User Agreement

About Us

HealthFusion^® User Agreement