Last updated: December 1, 2017
This agreement (“Agreement”) is an electronic contract that sets out the legally binding terms of your use of the Lyra Clinical Associates P.C. Provider Portal managed by Lyra Health, Inc. (the “Portal”) and includes without limitation, all content and all self-service functions (“Services”) made accessible to you through the Portal.
- Authenticity of Use. By using the Portal, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and abide by all its terms and conditions. You represent and warrant that you reside in a jurisdiction in which we offers our Services. You represent and warrant that you are at least 18 years of age.You agree and acknowledge that you are a contracted provider or have received authorization from a contracted provider to access his or her information and assume all liability for costs and damages associated with the unauthorized and unintended access and disclosure of any health information made available to you if you are not the contracted provider or have not received authorization from a contracted provider to access his or her information.
- Provision of Services. You must accept this Agreement before receiving access to the Services and the Portal. You agree and acknowledge that the Portal is entitled to modify, improve or discontinue any of its Services at our sole discretion and without notice to you. Furthermore, you agree and acknowledge that the Portal is entitled to provide Services to you through subsidiaries or affiliated entities.
- Proprietary Rights. You acknowledge and agree that the Portal may contain proprietary and confidential information including trademarks, service marks and patents protected by intellectual property laws and international intellectual property treaties. The materials displayed or performed or available on or through the Portal or Services, including but not limited to text, graphics, data, articles, photos, images, illustrations, user submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or intellectual property laws. We own all right, title and interest in and to our Services and Portal, including all intellectual property rights, and any suggestions, ideas or other feedback provided by you or any other party relating to our Services. We will solely and exclusively own any copy, modification, revision, enhancement, adaptation, translation, or derivative work of or created from its Services. We also own any and all patent rights, copyrights, trade secret rights, trademark rights, and all other proprietary rights. Except for that information which is in the public domain or limited copies for offline, personal, non-commercial use, you may not copy, modify, publish, transmit, distribute, or sell any of Lyra’s proprietary information without express written permission. Our content may not be sold, reproduced, or distributed without our written permission. Any third-party trademarks, service marks and logos are the property of their respective owners. Any further rights not specifically granted herein are reserved.
- Term and Termination of Agreement. The terms of this Agreement will continue to apply in perpetuity and shall be unaffected by the termination of this agreement.
- Security. We may disable access to the Portal and Services at any time by revoking your access online or by written request. You must immediately disable or request that we disable access to the Services by a user when you have security concerns, including lost or stolen IDs and passwords, disclosure of confidential information or fraudulent activity. You acknowledge that you will immediately disable access of any terminated employee.
- Laws. You shall not use the Portal in a manner which may violate the laws and regulations of the United States or any other nation, or the laws and regulations of any state, city, province or other jurisdiction in any fashion and shall not unlawfully transmit any information using the Portal.
- Confidential Information. We may make certain claims and other medical information (“Patient Health Information” or “PHI”) available to you through the Portal for the purposes of providing treatment to patients, healthcare operations, or payment activities. The PHI is provided to you as a secondary source and is provided on an “as is” basis. You agree to be bound by the requirements of HIPAA, HITECH, and any other regulation regarding the security and privacy of PHI, and maintain the strict confidentiality and security of all PHI in accordance with other federal and state laws.
- Use. Use of Services requires that you comply with acceptable use behavior as determined by us. As part of your responsibilities, you agree that you will not:
- Use the Services in an unlawful manner;
- Use the Services in any manner that is harmful, hateful, harassing, abusive, or otherwise offensive to any other person or entity (including your patient);
- Express or imply that we endorses any statements you make, unless you have our prior written consent;
- Post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without containing the prior consent of the owner of such proprietary rights;
- Remove any copyright, trademark, or other proprietary rights notices contained on the Portal or Services;
- Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Portal or its contents;
- Interfere with or disrupt the Services, Portal, or servers or networks connected to the Portal or Services;
- Post, email, or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Services;
- Frame or mirror any part of the Services or Portal without our prior written authorization;
- Use meta tags, code, or other devices containing any references to us or the Services or the Portal in order to direct any person to any other web site for any purpose;
- Interfere with or inhibit any other user from using or enjoying the Services;
- Use the Services as a means to distribute unsolicited or unauthorized communications, advertisements or spam;
- Collect or use any data or Services content that violates any third-party right;
- Create a false identity, impersonate another person or entity, or otherwise misrepresent yourself;
- Breach or otherwise circumvent any security measures incorporated into the Services;
- Otherwise use the Services in any manner we considers unacceptable.
- Indemnity. You agree to indemnify, defend and hold us and any other intermediary harmless against any losses, damages, claims or expenses and costs incurred as a result of your breach of this Agreement, your use of the Portal, the Services and access to PHI as a result of your access to the Portal; in addition to the unauthorized or unlawful use of the Portal or Services by any other person using your IDs and passwords.
- Business Associate Provisions. You and we each agree that each party will only use and disclose PHI in a manner consistent with applicable laws and HIPAA. You hereby represent and warrant that clients have been given all notices and that you have obtained necessary consents required by HIPAA and applicable laws in connection with the use of the Portal. Both parties agree that in the event any regulation or governing law affecting this agreement changes or is updated that such changes are incorporated by reference.
- General Disclaimers.
OUR SERVICES AND PORTAL ARE PROVIDED ON AN “AS IS” BASIS. ANY ACCESS TO OR USE OF OUR SERVICES AND PORTAL ARE VOLUNTARY AND AT YOUR SOLE RISK. WE DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) REGARDING OUR SERVICES AND PORTAL, OR WITH RESPECT TO ANY INFORMATION, PRODUCT, SERVICE, MERCHANDISE OR OTHER MATERIAL PROVIDED ON OR THROUGH OUR SERVICES AND PORTAL (INCLUDING ANY CONSULTATIONS OR OTHER SERVICES YOU MAY RECEIVE). WE DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS OR USEFULNESS OF OUR SERVICES. WE DO NOT WARRANT THAT THE SERVICES WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, INTERFERENCES, IMPERFECTIONS, OR ANY ADVERSE INCIDENT.
WE WILL NOT BE LIABLE TO YOU, ANY OTHER USER OR PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE PORTAL OR SERVICES. THIS INCLUDES ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR DATA OR OTHER DAMAGES OF ANY NATURE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN THE MAXIMUM LIABILITY FOR ALL CLAIMS OF EVERY KIND WILL NOT EXCEED U.S. $100. THE FOREGOING LIMITATION OF LIABILITY WILL COVER, WITHOUT LIMITATION, ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA, AND ANY OTHER INJURY ARISING FROM THE USE OF OUR PORTAL OR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.
- License Grant. This is a legal Agreement between you and the producers of the Portal. The Agreement govern your use of and access to the Portal. By using the Portal, you are agreeing to be bound by this Agreement. In consideration of your agreement to these terms and for other valuable consideration, you are granted a nonexclusive, non-transferable, limited, terminable license to access and use the Portal under the laws of the United States. The producer of this Portal, Lyra Health, Inc., reserves all rights not expressly granted in this Agreement.
- Restrictions. This Portal is protected by United States copyright law, international treaty provisions, and trade secret, trade dress and other intellectual property laws. Unauthorized copying of or access to this Portal is expressly forbidden. You may not copy, disclose, loan, rent, sell, lease, give away, give your password to or otherwise allow access to this Portal by any other person. You agree to only use this Portal for your own activities. You agree not to misuse, abuse, or overuse beyond reasonable amounts, this Portal. You agree not to attempt to view, disclose, copy, reverse engineer, disassemble, decompile or otherwise examine the source program code behind this Portal. You may be held legally responsible for any copyright infringement or other unlawful act that is caused or incurred by your failure to abide by the terms of this Agreement.
- Term and Termination. This license is effective until terminated by either you or the producers of this Portal. This license will automatically terminate without notice if you fail to comply with any provisions of this Agreement. The provisions of this Agreement which by their nature extend beyond the termination of this Agreement shall survive termination of this Agreement, including but not limited to the sections relating to Restrictions, Content of the Portal, Links to Third Party Websites, Disclaimer of Warranties, Limitation of Liability, and Governing Law.
- Content of the Portal. We may make opinions, advice, statements, offers, and other information available through the Portal or its Services. Any such information made available through the Portal or Services, but not authored by us, belongs to its respective authors, and should not necessarily be relied upon. We does not (i) guarantee the accuracy, completeness, or usefulness of any information on our Portal or Services, or (ii) adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Portal or Services. Under no circumstances will we or our affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Website or transmitted to or by other members.
- Links to Third Party Websites. The hypertext links in the Portal allow you to leave our Portal. The linked websites are not under our control, and therefore we are not responsible for the contents or terms and conditions of any linked website. We are providing these links to you only as a convenience, and the inclusion of any link does not imply any endorsement by the producers of the Portal.
By posting Submissions to our Portal or Services, you automatically grant, and you represent and warrant that you have the right to grant, to us, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute that information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing.