CENTARA DATA LLC WEBSITE USER AGREEMENT TERMS AND CONDITIONS OF USE

Transcription

1 CENTARA DATA LLC WEBSITE USER AGREEMENT TERMS AND CONDITIONS OF USE This web site is owned, operated, and hosted by Centara Data LLC which has been contracted to provide online payment processing services for the benefit of University of Colorado Health ( UCHealth ). This web site is hosted by Centara Data LLC and NOT by UCHealth, and therefore UCHealth s Terms of Use and Privacy Policy for UCHealth s website(s) do not apply to this website. By accessing and using this website, user agrees that UCHealth is not responsible for the content, functionality, privacy protections and data security provided by this website; nor is UCHealth responsible for any data theft, financial theft, identity theft or service/hardware disruption and/or malfunction that may occur from the use of this website. Access to, the use of, and the transference of all information through this website is subject to the legal terms below. PLEASE READ THIS WEBSITE USER AGREEMENT (THE WEBSITE USER AGREEMENT OR THE AGREEMENT ) CAREFULLY. BY ACCESSING THIS WEBSITE, UCHEALTHBILLPAY.COM (THE WEBSITE OR SOMETIMES THE CENTARA DATA WEBSITE ), YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. THESE TERMS AND CONDITIONS ARE SUBJECT TO CHANGE. ANY CHANGES WILL BE INCORPORATED INTO THE TERMS AND CONDITIONS POSTED TO THIS WEBSITE FROM TIME TO TIME. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS THIS WEBSITE. I. A. THE INFORMATION ON THIS WEBSITE IS FOR INFORMATION PURPOSES ONLY. IT IS BELIEVED TO BE RELIABLE, BUT CENTARA DATA, LLC ( CENTARA DATA ) DOES NOT WARRANT ITS COMPLETENESS, TIMELINESS OR ACCURACY. THE HEADINGS AND SUBHEADINGS BELOW ARE FOR REFERENCE ONLY AND DO NOT LIMIT THE SCOPE OF EACH SECTION. B. USE OF THIS WEBSITE, INCLUDING ANY PATTERNS OR CHARACTERISTICS CONCERNING YOUR INTERACTION WITH IT, MAY BE MONITORED, TRACKED AND RECORDED. ANYONE USING THIS WEBSITE EXPRESSLY CONSENTS TO SUCH MONITORING, TRACKING AND RECORDING. II. A. If you do access the Website and/or the Centara Services, this Website User Agreement is a contract between you and Centara Data LLC and applies to your use of the various services provided by Centara Data LLC (the Centara Services ) on the Centara Data LLC website (the Centara Website or the Website ). TO USE THE CENTARA WEBSITE OR THE CENTARA SERVICES YOU MUST READ, AGREE WITH AND AFFIRMATIVELY ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IN ADDITION, YOU MUST READ, AGREE WITH AND AFFIRMATIVELY ACCEPT (i) CENTARA DATA LLC PRIVACY POLICY COVERING AND (ii) THE CENTARA DATA LLC DISCLAIMER, ACCEPTABLE USE AND COPYRIGHT POLICY (TOGETHER WITH THIS AGREEMENT AND ALL AMENDMENTS AND UPDATES, THE LEGAL AGREEMENTS ). YOU CONFIRM YOUR ACCEPTANCE OF THIS AGREEMENT AND THE LEGAL AGREEMENTS BY USING THE CENTARA WEBSITE AND/OR THE CENTARA Centara Data LLC Website User Agreement TERMS AND CONDITIONS OF USE Page 1 of 7

2 SERVICES ON THE WEBSITE. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS OR USE THIS WEBSITE OR THE CENTARA SERVICES. B. We may amend this Agreement, and/or any of the Legal Agreements, at any time by posting a revised version on our Website. The revised version will be effective at the time we post it. In addition, if the revised version includes a substantial change, we will provide 30 days' prior notice by posting notice on the Website. C. THIS IS AN IMPORTANT DOCUMENT WHICH YOU MUST CONSIDER CAREFULLY WHEN CHOOSING WHETHER TO USE THE CENTARA SERVICES. AS STATED ABOVE, YOU CONFIRM YOUR ACCEPTANCE OF THIS AGREEMENT AND THE LEGAL AGREEMENTS BY USING THE CENTARA WEBSITE AND/OR THE CENTARA SERVICES ON THE WEBSITE. III. Accessing the Website through a different website: Many Centara Data Website users are directed to our Website through a link on a specific website (the Centara Customer site ) that is not a Centara Data Website and is not operated and/or controlled by us but is the website of a specific Centara Data Customer (the Centara Customer ). To the extent that you accessed the Centara Website through the use of a link on a Centara Customer Site, to induce Centara Data to allow your use of the Centara Website, you specifically represent that you have agreed to and are in compliance with the terms of use and disclaimers of the Centara Customer Site and you further agree that upon your use of the link on the Centara Customer Site to the Centara Website, Centara Data shall not have any liability to you with respect to any document, representation, service, product or anything else accessible on the Centara Customer Site, whether accessed through the Centara Website or otherwise. By way of example only, should a Centara Customer Site disclaim the accuracy of information with respect to the Centara Customer site, such disclaimer shall apply equally to Centara Data. IV. Centara Data is Only a Payment Service Provider. Centara Data helps you make payments to certain Centara Customers who are in a contract relationship with Centara with respect to payments made through the Centara Website, including your payments. Centara Data is an independent contractor for all purposes and only facilitates your ability to make payments. Centara Data does not ever have possession of, or custody of, any of your funds, at any time. Centara Data does not have control of, or liability for, the products or services that are paid for through the Centara Website and/or the Centara Services. WHEN USING THE CENTARA SERVICES, PAYMENTS MADE ON OR FOR YOUR ACCOUNT MAY BE REVERSED AT A LATER TIME, FOR EXAMPLE, IF SUCH A PAYMENT IS SUBJECT TO A CHARGEBACK, REVERSAL OR IS OTHERWISE INVALIDATED. ACCORDINGLY, CENTARA DATA DOES NOT GUARANTEE THE COMPLETION OF A PAYMENT TRANSACTION IN ANY RESPECT EXCEPT THAT A VALID PAYMENT THAT YOU MAKE THROUGH THE CENTARA WEBSITE WILL BE DELIVERED TO THE CENTARA CUSTOMER TO WHOM YOU PROPERLY DIRECT IT. V. Your Privacy. Protecting your privacy is very important to Centara Data. Please review our Privacy Policy in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your Information. VI. Intellectual Property. "Centara", "Centara Data", and all logos related to Centara or the Centara Services or which are located on the Centara Website are either trademarks or registered trademarks of Centara Data or its customers/licensors. You may not copy, imitate or use them without Centara Data's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Centara Data. You may not copy, imitate, or use them without Centara Data LLC Website User Agreement TERMS AND CONDITIONS OF USE Page 2 of 7

3 our prior written consent. All right, title and interest in and to the Centara Data Website, any content thereon, the Centara Data Services, the technology related to the Centara Data Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Centara Data and/or its customers/licensors. Other noted words and/or symbols which are or may comprise trademarks, used to identify the source of goods and services other than Centara Data, are or may be the trademarks of their respective owners and no ownership right of any sort is claimed by Centara Data. VII. Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without Centara Data's prior written consent which may be withheld for any reason. Centara Data reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time. VIII. Password Security and Keeping Your and Address Current. You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes in your possession that you use to access the Centara Data Services or the Centara Website. If you use a credit or debit card with respect to the Centara Website or Centara Services, you should also carefully safeguard this card. IX. Notices: A. Notices to You. You agree that Centara Data may (but is not obligated to) provide you Communications about your use of the Centara Services electronically in the event an address has been provided. Keeping you informed about your status with respect to the Centara Data Services is very important to Centara Data. Any electronic Communications will be considered to be received by you within 24 hours of the time we it to you. Any Communications sent to you by postal mail will be considered to be received by you 3 business days after we send it. B. Notices to Centara Data. Notice to Centara Data must be sent by postal mail to: Centara Data, LLC, Northwest Freeway, Suite 600, Houston, Texas 77040, Attention: Website Administrator. Any notice sent to Centara Data by postal mail will be considered to be received by us 3 business days after you send it. X. Website Use Eligibility. A. Eligibility. To be eligible to use the Centara Data Services, you must be at least 18 years old and a resident of the United States. This Agreement applies only to Users who are residents of the United States. If you are a resident of another country, you may not access the Centara Website. B. Identity Authentication. You authorize Centara Data, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to provide your date of birth, the last four digits of a taxpayer identification number and other information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your address or verifying your Information against third party databases or through other sources. If you use certain Centara Data Services, federal law requires that Centara Data verify some of your Information. Centara Data reserves the right to deny, suspend, or limit access to the Centara Data Services in the event we are unable to obtain or verify this Information. C. Third Party Permissions. If you grant express permission to a third party to take specific actions on your behalf, either through your use of a third party's product or service or through your Website use, you acknowledge that Centara Data may disclose the information that is specifically authorized by you to this Centara Data LLC Website User Agreement TERMS AND CONDITIONS OF USE Page 3 of 7

4 third party. You also acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. Further, you acknowledge and agree that you will not hold Centara Data responsible for, and will indemnify Centara Data from, any liability arising from the actions or inactions of this third party in connection with the permissions you grant. XI. Payments. A. Payment Method Limitations. In order to manage risk, Centara Data may limit the Payment Methods available for a transaction. B. Refused and Refunded Transactions. When you make a payment, the recipient is not required to accept it. You agree that you will not hold Centara Data liable for any damages resulting from a recipient's decision not to accept a payment made through the Centara Services. Any unclaimed, refunded or denied payment will be returned to the original Payment Method within 30 Days of the date you initiated payment. C. Merchant Processing Delay. When you send a payment to certain Centara Customers through Centara Data, you are providing an Authorization to the Centara Customer to process your payment and complete the transaction. The payment will be held as pending until the Centara Customer processes your payment. Some of the Centara Customers may delay processing your payment. In such an instance, your Authorization will remain valid for up to 30 Days. D. Accuracy of Information. You are solely responsible for confirming the accuracy of the information you provide about each payment you send, including the account information and the amount of the transaction. E. Centara Data Mobile. Centara Data Mobile (not yet available) allows you to access certain Centara Services through your mobile phone. Centara Data Mobile is not available in all countries. If you use Centara Data Mobile, you are responsible for any fees that your phone service provider charges, such as fees for SMS, data services, and any other fees that your phone service provider may charge. Your phone service provider is not the provider of the Centara Services. F. Debit Card Processing. Centara Data will process your debit card funded transactions, at its sole option, through either the ATM debit network or the Visa/MasterCard network. XII. Restricted Activities. In connection with your use of our Website, your Website Registration, the Centara Data Services, or in the course of your interactions with Centara Data, other third parties, you will not: a. Breach this Agreement, the Disclaimer, Acceptable Use Policy and Copyright Policy or any other agreement or policy that you have agreed to with Centara Data; b. Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising); c. Infringe Centara Data's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy; d. Act in a manner that is defamatory, trade libelous, threatening or harassing; e. Provide false, inaccurate or misleading information; Centara Data LLC Website User Agreement TERMS AND CONDITIONS OF USE Page 4 of 7

5 f. Send what we reasonably believe to be potentially fraudulent funds; g. Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us; h. Use the Centara Services in a manner that Centara Data, Visa, MasterCard, American Express, Discover or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules; i. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our Website without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our Website or the Centara Services or the Centara Customer Site; j. Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers; k. Use the Centara Services to test credit card behaviors. XIII. Centara Data Processing Errors. We will rectify any processing error that we discover. If the error resulted in our not completing a transaction on time or in the correct amount, we will be liable only for your actual losses or damages directly caused by this failure, unless: (a) through no fault of ours, you did not have enough available funds to complete the transaction, (b) our system was not working properly and you knew about the breakdown when you started the transaction, or (c) circumstances beyond our control (such as fire, flood or loss of Internet connection) prevented the transaction, despite our reasonable precautions. XIV. Disputes with Centara Data. A. Contact Centara Data First. If a dispute arises between you and Centara Data, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and Centara Data regarding the Centara Services may be reported to Customer Service by calling (877) from 8 AM to 5 p.m. MDT. B. Law and Forum for Disputes. Except as otherwise agreed by the parties in writing, or as described in Section XIV. B above, you agree that any claim or dispute you may have against Centara Data must be resolved by a court located in Houston, Harris County, Texas, or Denver, Denver City & County, Colorado. You agree to submit to the personal jurisdiction of the courts located within Harris County, Texas, or Denver City & County, Colorado for the purpose of litigating all such claims or disputes. This Agreement shall be governed in all respects by the laws of the State of Texas, without regard to conflict of law provisions. C. No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. D. Indemnification. You agree to defend, indemnify and hold Centara Data, its members, its managers, officers, directors, agents, joint venturers, employees and/or suppliers harmless from any claim or demand Centara Data LLC Website User Agreement TERMS AND CONDITIONS OF USE Page 5 of 7

6 (including attorneys fees) made or incurred by you and/or any third party due to or arising out of your breach of this Agreement. E. Vendor. Centara Data, LLC is a vendor of Patient Accounts Services, LLC located at Northwest Freeway, Suite 600, Houston, Texas, XV. General Provisions. A. Limitations of Liability. IN NO EVENT SHALL CENTARA DATA AND/OR THE MEMBERS, MANAGERS, OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF CENTARA DATA BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE, THE CENTARA DATA SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. OUR LIABILITY, AND THE LIABILITY OF CENTARA DATA S MEMBERS, MANAGERS, OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES INCURRED WITH RESPECT TO THE CLAIM. B. No Warranty. THE CENTARA DATA SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. CENTARA DATA, THE MEMBERS, OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF CENTARA DATA SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CENTARA DATA DOES NOT GUARANTEE CONTINUOUS OR UNINTERRUPTED ACCESS TO ANY PART OF THE CENTARA SERVICES, AND OPERATION OF OUR WEBSITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. CENTARA DATA WILL MAKE REASONABLE EFFORTS TO ENSURE THAT REQUESTS FOR ELECTRONIC DEBITS AND CREDITS INVOLVING CREDIT CARDS, ARE PROCESSED IN A TIMELY MANNER BUT CENTARA DATA MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING BECAUSE THE CENTARA SERVICES ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL, SUCH AS DELAYS IN THE BANKING SYSTEM OR THE U.S. OR INTERNATIONAL MAIL SERVICE. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. C. License Grant. If you are using the Centara Services and/or are on the Centara Website you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from the software. You acknowledge that all rights, title and interest to Centara Data s software are owned by Centara Data. Any third party software application you use on the Centara Data website is subject to the license you agreed to with the third party that provides you with this software. Centara Data does not own, control nor have any responsibility or liability for any third party software application you elect to use on the Centara Data website and/or in connection with the Centara Data Services. D. Complete Agreement. This Agreement, along with any applicable policies and agreements on the Legal Agreements page on the Centara Data Website, sets forth the entire understanding between you and Centara Data with respect to the Centara Services. Sections I, II, III, IV, X, XI, XII, XIII, XIV and XV as Centara Data LLC Website User Agreement TERMS AND CONDITIONS OF USE Page 6 of 7

7 well as any other terms which by their nature should or could be reasonably construed as intended to survive, will survive the termination of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Centara Data LLC Website User Agreement TERMS AND CONDITIONS OF USE Page 7 of 7