ABN MANAGEMENT TERMS OF USE

 

Please review these ABN Management (“ABN Management”) Terms of Use (“Terms of Use”). By clicking “I AGREE” and accessing ABN Management, you acknowledge that you have read the Terms of Use set forth below and agree to abide by and be bound to these Terms of Use.  As used in these Terms of Use, “nThrive” means nThrive Net Revenue Systems, LLC, and its affiliates, including but not limited to Aspen Healthcare Metrics, LLC, nThrive Analytical Systems, LLC, and nThrive Supply Chain Systems, LLC, all Delaware limited liability companies, and The Broadlane Group, Inc., a Delaware corporation, with a corporate office at 100 North Point Center East Suite 200, Alpharetta, Georgia, 30022.

 

If you are accessing ABN Management in your capacity as an executive, employee, consultant, or agent of a company, then you acknowledge that your consent to these Terms of Use is sufficient to bind both you and that company to these Terms of Use.  For purposes of these Terms of Use, “you” or “End User” means both you, as an individual, and the company you represent.

 

If you do not agree with the terms and conditions of these Terms of Use, then you will not be allowed to access ABN Management and you should contact your nThrive representative for a refund.

 

1.             GRANT OF LIMITED LICENSE

ABN Management is nThrive’ proprietary portal that allows you access information and services from a single place. These Terms of Use will govern your use of ABN Management, as well as any content or applications that are made available to you now or in the future through ABN Management. Subject to these Terms of Use, nThrive grants to you a limited, royalty-free, non-exclusive, non-transferable license (“License”) to access and use ABN Management. This License does not grant or transfer any ownership rights in ABN Management or imply any rights other than those set forth in these Terms of Use. You must only access ABN Management in accordance with these Terms of Use.

 

2.             USER CONDUCT

2.1          Username and Password. You must have a unique username and password to access ABN Management. You may not share this username and password with any other person. You are solely responsible for: (a) your own conduct when accessing ABN Management; (b) all actions of any person accessing ABN Management through the username and password assigned to you; and (c) any violations of these Terms of Use. You must notify nThrive immediately of any unauthorized use of your username or password.

 

2.2          Use Restrictions.              

 

2.2.1       General Use Restrictions. You must not and must not allow any other person to do or attempt to do any of the following: (a) use ABN Management or any portion of ABN Management for any unlawful purpose; (b) market, sublicense, publish, distribute, lend, transfer, or otherwise make ABN Management or any components or output from ABN Management available to any third party; (c) alter, maintain, enhance, modify, or create derivatives of ABN Management; (d) remove any trademark, copyright, or proprietary notices or use any meta tags or other ‘hidden text’ or framing techniques in connection with nThrive’ names or trademarks; (e) copy, decompile, disassemble, or otherwise reverse engineer ABN Management or use any similar means to discover the source code or trade secrets in ABN Management; (f) use ABN Management as a substitute for the medical judgment of a physician or qualified healthcare provider; (g) use ABN Management to provide service bureau, time sharing, or other computer services to third parties; (h) circumvent any technological measures that control access to ABN Management or violate the security of ABN Management; (i) post, transmit, distribute, or infect ABN Management with viruses, trojan horses, worms, time bombs, or other destructive functionality; (j) use ABN Management in any nuclear, aviation, mass transit, life support, or any other inherently dangerous manner; (k) use ABN Management in any manner that violates the rights of nThrive; (l) use screen scrapers, content miners, robots, spiders, web extractors, or any other automated means to access ABN Management; or (m) use ABN Management to benefit any party other than you.

 

2.2.2       No Competitors. You cannot access ABN Management if you are a competitor of nThrive. You must not permit or attempt to permit any competitor of nThrive or any unauthorized third party to access, view, interact with, evaluate, or otherwise use ABN Management, whether on behalf of you or any third party.

2.3          Protected Health Information. 

 

2.3.1       No PHI. ABN Management is designed to enable you to access and use ABN Management, without requiring you to post or transmit any ePHI. ePHI is defined in the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), as Protected Health Information which is stored, accessed, transmitted, or received electronically, and that identifies an individual or can be used to identity an individual.  Protected Health Information is created or received by a “covered entity,” as defined in HIPAA, and relates to the past, present or future physical or mental health of an individual, the provision of health care to an individual, or the past, present, or future payment for the provision of health care to an individual and which (i) actually identifies the individual or (ii) with respect to which there is or would be a reasonable basis to believe can be used to identify the individual.  Examples of the types of information that constitute Protected Health information may include (but are not limited to) such items as your name, your address, your electronic mail address, your telephone number and your social security number. You should not use any information that constitutes ePHI as your username and/or your password. Further, you must not and must not allow any other person to submit to, post to, or transmit through nThrive Connect any identifiers that may constitute ePHI.

 

2.3.2       De-Identification. You are required to “de-identify” any ePHI before inputting data into ABN Management.  For purposes of HIPAA, de-identification involves taking a collection of data and stripping it of any information that could allow the identification of the source of the data.  In the event ABN Management detects identifiers that may constitute ePHI, nThrive will attempt to delete or block these ePHI identifiers from ABN Management and ABN Management will not store or retain any identifiers that are submitted to the application for future access or for any purpose, including for archival purposes.  Note that no effort to delete these ePHI identifiers is completely effective and nThrive urges you to take all reasonable precautions to avoid the submission of ePHI to these applications. 

 

2.3.3       PHI DISCLAIMERS. nThrive expressly disclaims any liability to you for any deleted ePHI, identifiers, or data or for ePHI that you or anyone acting on your behalf submits to the applicationS, and by agreeing to these Terms of Use, you hereby agree to release, discharge and hold harmless nThrive and its agents, servants, employees, managers, directors, contractors and members from any liability arising from and/or relating to any ePHI, identifiers, or data as well as all deleted ePHI, identifiers, or data that are entered into an application that does not require the submission, Posting or transmission of ePHI.

 

2.3.4       General Precautions. Note again that no safeguards or security procedures are completely effective.  nThrive urges you to take all reasonable precautions to protect your personal data and never to share your username and password with anyone. Occasionally, in a scam known as “phishing,” mass e-mailers will send messages that claim to be from nThrive, or one of our programs or services.  They may use our name, logo or employee e-mail addresses in fraudulent e-mails trying to make you believe you are dealing with a legitimate request for personal information.  These fraudulent e-mails often create a false sense of urgency intended to prompt the recipient to take immediate action.  You should take all reasonable precautions to confirm that any e-mails you receive are legitimate, so as to protect your personal data. 

 

2.4          Interactive Areas. nThrive may provide areas in ABN Management where you or others or both may post messages or transmit communications ("Interactive Areas"). nThrive may restrict access to these Interactive Areas. nThrive may, but is under no obligation to, review, record, use, monitor, block, edit, or remove any communications and materials posted in the Interactive Areas. nThrive does not endorse, represent, or warrant any statements by you or any other user in any Interactive Areas, and these statements do not necessarily reflect the views of nThrive or its affiliates. You represent and warrant that you will not use any Interactive Area for any purpose that is unlawful or prohibited by these Terms of Use.  In addition, you represent and warrant that you will not post any ePHI or identifiers to the Interactive Areas. From time-to-time, nThrive may post supplementary “Acceptable Use Requirements” describing appropriate conduct in Interactive Areas, and you agree to comply with those Acceptable Use Requirements each time you use an Interactive Area.

 

2.5          Confidentiality. “Confidential Information” means all information and data regarding nThrive or ABN Management that is identified as confidential and proprietary or that you should reasonably know is confidential. You must not disclose Confidential Information to third parties and must protect any Confidential Information with the same degree of care as you use to protect your own confidential information, but in no event less than a reasonable degree of care. You represent and warrant that you will not use, reveal, relay, expose, make known, or provide any Confidential Information you receive through ABN Management to any third parties (even to those third parties who already have access to the Confidential Information) for any purpose, including but not limited to leveraging lower prices from suppliers.

 

2.6          Dealings with Third-Parties and Third-Party Obligations. Any dealings with third parties that you make through or in connection with your use of ABN Management are governed by your agreement with that third party. You represent and warrant that your use of ABN Management and its contents does not violate any obligations (including, but not limited to, contractual or fiduciary duties) that you may have to third parties.

 

2.7          Compliance with Laws. In using ABN Management, you must comply at all times with all applicable laws, rules, and regulations. You agree that you will not transfer or export ABN Management into any country or use ABN Management in any manner prohibited by the U.S. Export Administration Regulations or any other applicable export control law, restriction, or regulation.

 

3.             THIRD-PARTY CONTENT

ABN Management may contain content provided to nThrive by third parties (each, a “Third-Party Provider”). Third-Party Providers may retain independent intellectual property ownership rights in such third-party content. Use of ABN Management requires you to accept all terms and conditions passed through from Third Party Providers. Third Party Provider pass-through terms are provided in Exhibit A and incorporated by reference into these Terms of Use.

 

4.             INTELLECTUAL PROPERTY

4.1          Data Ownership.  You own any data that you provide, in the past or future, for use with ABN Management, and you represent and warrant that you will only provide data that you own or you are fully authorized to use or disclose in compliance with applicable law. You hereby specifically agree to release and hold harmless nThrive for all claims arising from and/or relating to the use or disclosure of data that you provide to ABN Management, including but not limited to intellectual property claims.   For its own business purposes, nThrive has the right to access, manipulate, mask, filter, analyze, use, display, and store any data (excluding PHI or ePHI) that you provide to ABN Management for nThrive’ business purposes and your agreement to these Terms of Use serves as your specific consent and authorization for nThrive to access, manipulate, mask, filter, analyze, use, display, and store, for its own business purposes, any data that you provide to ABN Management.

 

4.2          Feedback and Output. From time-to-time, nThrive may seek or you may offer comments, input, or ideas regarding your use of ABN Management or ABN Management’s features and functionality generally (“Feedback”). In addition, you will likely develop some output using ABN Management, including but not limited to creating custom reports (“Output”). nThrive welcomes your Feedback regarding ABN Management and encourage you to use all the functions available in ABN Management to create Output. Any Feedback that you give to us (either oral or written) or any Output that you develop using ABN Management is nThrive’ exclusive property. Your submission of any Feedback or development of any Output constitutes an assignment to nThrive of all rights, title, and interest in all copyrights or intellectual property rights in the Feedback or Output. nThrive may use, distribute, manipulate, disclose, publish, or reproduce any Feedback or Output related to your use of ABN Management, without notice or compensation to you.

 

4.3          Marks.  You must not remove, alter, deface, obscure, or otherwise modify any of nThrive’ Marks that are displayed on ABN Management or any Output, whether those nThrive Marks are displayed or otherwise rendered by software or on printed media.  In addition, you must not adopt or otherwise use any Marks containing confusingly similar names, designs, or other indicia to nThrive’ Marks nor dilute nThrive’ Marks in any manner.  “Marks” means all proprietary indicia, trademarks, trade names, symbols, logos, or brand names nThrive adopts to identify nThrive, its products, or any related parties.

 

4.4          IP Rights.  nThrive retains title and all other ownership and proprietary rights in and to its IP Rights, and any and all derivative works based on the IP Rights. This ownership and IP Rights include any and all rights in and to patents, trademarks, copyrights, and trade secret rights.  The IP Rights are not "work made for hire" within the meaning of U.S. Copyright Act 17 U.S.C. Section 101. You must not copy or reproduce all or any part of the IP Rights, whether electronically, mechanically, or otherwise, in any form including, but not limited to, the copying of data, presentation, style, or organization. “IP Rights” mean ABN Management and all source code, object code, documentation (whether electronic, printed, written or otherwise), working papers, non-client data, programs, diagrams, models, drawings, flow charts, and research (whether in tangible or intangible form or in written or machine-readable form), and all techniques, processes, inventions, knowledge, know-how, trade secrets (whether in tangible or intangible form or in written or machine-readable form), developed or provided by nThrive. 

 

5.             SECURITY

5.1          Security Protections. ABN Management is hosted in a secure server environment and uses security measures understood in the industry to be adequate to protect the transmission of sensitive information. nThrive takes security precautions by regularly monitoring its environment and using firewall technologies to prevent interference or access from outside intruders, hackers, or other destructive programs. In addition, nThrive uses server authentication and data encryption to protect data in ABN Management.

 

5.2          Security and HIPAA.  ABN Management enables you to access services that do not require you to submit any ePHI as well as services that do require you to submit ePHI. 

 

5.2.1       No ePHI. When you access services that do not require you to submit any ePHI, ABN Management has not been designed to accept or store ePHI nor to comply with either the privacy rules or the security rules of HIPAA.  In these cases, if your data contains ePHI or identifiers, then all information that contains ePHI or identifiers must be de-identified prior to submission to ABN Management, as described in Section 2.3, above.  While nThrive may filter or block certain data fields from being submitted to ABN Management in an attempt to ensure that ePHI is not submitted to ABN Management and/or may delete any ePHI that is submitted in applications that do not require it to be submitted, nThrive makes no representations or warranties that all ePHI will be successfully blocked.  It is your responsibility to ensure that ePHI is not submitted to ABN Management. If nThrive discovers that ePHI has been submitted to ABN Management, then nThrive will use all commercially reasonable efforts to delete the ePHI from ABN Management for these applications.

 

5.2.2       ePHI.  When you access services that require you to submit ePHI, nThrive has put in place physical, electronic and managerial procedures to attempt to safeguard and secure the content that it collects.  No safeguards or security procedures are completely effective and nThrive urges you to take all reasonable precautions to protect your personal data, which should include never sharing your username and password with anyone else.

 

5.3          Security Procedures for Breach. nThrive will promptly notify you of any suspected unauthorized activity or security breach affecting your account and will use commercially reasonable efforts to restore security to your account. Each party is solely responsible for the preservation, privacy, and security of data in its possession, including data in transmissions received from the other party. If either party receives from the other, data that the party knows or reasonably should know is not intended for it, the receiving party will immediately notify the sender to arrange for its return, retransmission, or destruction, as the other party directs.

 

5.4          Backup Your Content.  You must back up, to your own computer or other device, any important documents, images, or other content that you store or access via ABN Management. nThrive does not guarantee or warrant that any content you may store or access through ABN Management will not be subject to inadvertent damage, corruption, or loss.

 

6.             MODIFICATION OF TERMS AND SERVICE

nThrive reserves the right to modify these Terms of Use at any time and to add additional terms and conditions related to specific content accessible through ABN Management. nThrive will provide a system notification after any modification of the Terms of Use to indicate that a change has been made, and you will have a reasonable opportunity to review the modified Terms of Use prior to its effective date. nThrive will also update the static Terms of Use tab on ABN Management homepage. If you do not agree to any Terms of Use (including any updates to the Terms of Use), then please do not access or use ABN Management.

 

7.             TERM AND TERMINATION

7.1          Term. The term of this License (“Term”) commences upon your acceptance of these Terms of Use and, subject to Section 7.2 and 7.3 below, terminates on the date specified in your ABN Management agreement.

 

7.2          Your Right to Terminate. You may terminate your use of ABN Management at any time.

 

7.3          nThrive’ Right to Terminate. nThrive may terminate this License if your fees are not paid by the stated payment due date, and the failure to pay continues for 90 days or more after nThrive has notified you in writing. nThrive may also suspend this License if it determines that you are violating these Terms of Use or you are taking or facilitating any action that puts nThrive, its customers, its systems, or its data at risk in any manner. nThrive may provide you with a 10-day period to cure any alleged violations but has no obligation to allow you access to ABN Management during the 10-day period. If you fail to cure any alleged violation within this 10-day period or if the violation is not capable of being cured, then nThrive may terminate your access to ABN Management.

 

7.4          Effect of Termination. Upon termination, nThrive will disable your username and password. You must not attempt to access or use ABN Management or represent in any form that you have access to ABN Management.

 

8.             ASSIGNMENT AND SUCCESSORS

nThrive may assign any of its rights or obligations under this License. You may not assign any of your rights or obligations under this License without nThrive’ prior written consent, and any purported assignment by you without nThrive’ prior written consent is void. Subject to the previous sentence, this License will be binding upon, enforceable by, and inure to the benefit of the parties and their respective successors and assigns.

 

9.             NOTICES

Any questions, comments or legal notices regarding these Terms of Use or ABN Management must be sent by a mail delivery system that can be tracked to the following address: nThrive, Inc., 100 North Point Center East Suite 200, Alpharetta, Georgia, 30022; Attn: Legal Department; with an electronic copy to notices@nThrive.com and contracts@nThrive.com.

 

10.          SURVIVING PROVISIONS

Sections: 2.5 (Confidentiality), 3 (Content-Specific Terms and Third-Party Content); 4 (Intellectual Property), 10 (Surviving Provisions); and Exhibit A will survive any termination or expiration of this Agreement and continue in full force and effect.

 

Updated 01.09.13