If you or your organization and Ontellus have entered into a written agreement for the use of Ontellus Services (such as a Master Services Agreement), then that written agreement supersedes these Terms of Use. For users that have not entered into a written agreement with Ontellus, the following terms and conditions will apply to your use of the Websites (as defined below).
The Ontellus websites, including but not limited to www.ontellus.com, my.ontellus.com, login.ontellus.com, as well as any online features, services and/or programs offered by Ontellus collectively are referred to as the “Website” herein. By accessing or using the Website, You agree to the following Terms of Use in addition to the Ontellus Privacy Policy (https://www.ontellus.com/privacy-policy). You should review these Terms and the Privacy Policy regularly as they may change at any time at the sole discretion of Ontellus. If you do not agree to any portion of these Terms, You should not access or otherwise use the Website. NOTICE OF ANY SUCH CHANGE WILL BE GIVEN BY THE POSTING OF A NEW VERSION OR A CHANGE NOTICE ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT AND THE PRIVACY POLICY PERIODICALLY. IF AT ANY TIME YOU FIND EITHER UNACCEPTABLE, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND REFRAIN FROM USING THE SERVICES.
Ontellus provides users (“Users”) access to the Ontellus portal, a web-based application that operates as a records retrieval portal (the “Portal”), which allows Users to request medical, hospital, billing, payroll, personnel, insurance claims, Medicare, VA, Social Security, police department, fire department, OSHA, and employment records (“Records”); view the status of updates and tracking details for their orders; download Records; store Records in a HIPAA compliant and SOC 2, Type II certified environment; and upload and share documents; Ontellus also provides access to technology components of the Portal that automatically chronologically organize Records by date; provide notifications when updated Records are ready for review; merge Records from multiple locations into a single file; and create a search functionality for the Records via OCR (collectively, “Services”).
If, after Ontellus begins work, you decide you want the work done differently than as specified in the original instructions then you shall be solely responsible for providing revised instructions to Ontellus. If Ontellus incurs costs in conjunction with following any revised instructions, whether through re-work, abandoned work, or additional work, then you shall pay an additional charge consistent with the new work and with the original contract pricing.
By ordering records through the Website, You agree to pay Ontellus for Services at the rates as agreed to the time of the order. Ontellus will send You monthly invoices once the records are published onto the Portal (or the custodian indicates there are no records). The affidavit/certification of the custodian related to the records will be provided when it is received. Payment is due for goods and services no later than thirty days from the date of the invoice date. Payment to Ontellus shall not in any way be contingent upon your receiving payment from your client or from any third party and shall be totally independent of any agreement that you might have with your client or third party. You will pay a late fee of one percent (1.0%) per month (or the highest rate allowed under the law, whichever is lower), on any overdue amounts. Overdue invoices may also result in suspension from Services until all overdue amounts are paid. You hereby agree to pay all costs of collection, including reasonable attorneys’ fees and court costs, incurred by Ontellus if legal action is instituted against You for breach of your payment responsibilities herein. All fees are exclusive of applicable sales, excise, use or similar taxes.
In connection with Your use of the Website and Services, You will be required to complete a registration form. You represent and warrant that all information You provide on any registration form or otherwise in connection with Your use of the Website or Services will be complete and accurate, and that You will maintain and promptly update that information as necessary to keep it complete and accurate.
You will also be asked to provide, or may be given, a user name and password in connection with Your use of the Website and Services. You authorize Ontellus to rely on your user name and password to identify you when you use the Website. You shall take all such actions as are necessary to maintain the confidentiality of, and to prevent the unauthorized use of, Your user name and password. You agree to notify Ontellus if you become aware of the unauthorized use of Your user name and password.
You may not use the account or password of any other Website or Services user. You agree to notify Ontellus immediately of any unauthorized use of Your account or password, including any use by former employees. Ontellus shall not be liable for any loss that You incur as a result of someone else using Your account or password, regardless of whether that use is with or without Your knowledge. You may be held liable for any losses incurred by Ontellus, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of Your account or password, including use by former employees.
“Confidential Information” means any and all information provided or disclosed by a Party to the other Party or any information either Party gains access to through its relationship with each other that a reasonable person would understand to be confidential (including pricing). The Parties (including all Users and, if applicable, the designated payor) shall keep Confidential Information in strict confidence and shall use Confidential Information only in furtherance of this Agreement protect and maintain the confidentiality and security of Confidential Information with at least the same degree of care as it normally exercises to protect its own confidential, proprietary and/or trade secret information of a similar nature, but in any case using no less than a reasonable degree of care.
Ontellus will perform all Services in a professional and workmanlike manner. Ontellus agrees to protect all personally identifiable information and protected health information that is disclosed by Company and/or Users in connection with the Services and to comply with all applicable state and federal privacy and data security laws and regulations. Ontellus will at all times maintain reasonable and appropriate safeguards to protect Company’s Confidential Information. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ONTELLUS DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES RELATED TO THE SERVICES.
By establishing an account with Ontellus, You consent to receive periodic email communications from Ontellus concerning Ontellus' services and other matters.
You acknowledge that the Website contains highly sensitive information, including Personally Identifiable Information (PII) and Personal Health Information (PHI), to which no one, other than intended recipients should have access. Accordingly, Ontellus imposes certain restrictions on Your use of the Website. You represent and warrant that You will not: (a) violate or attempt to violate any security features of the Website; (b) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (c) distribute (including, without limitation, through email) the records made available to You via the Website; (d) attempt to probe, scan, or test the vulnerability of the Website, or any associated system or network, or breach any security or authentication measures without proper authorization; (e) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing" the Website or infrastructure that provides the Services. Any breach of this Section will result in the violation of the privacy rights of third-parties, and may subject You to civil and/or criminal liability. Ontellus will cooperate with law enforcement in any investigation of any violation of this or any other Section of this Agreement.
In no event shall either party’s liability in any action arising under or relating to this Agreement exceed the total fees paid in the previous twelve (12) month period. In no event shall either party be liable to the other party for any indirect, consequential, or incidental damages, regardless of the theory of law.
This Agreement shall be interpreted and governed by the laws of the State of Texas without regard to its rules regarding conflict of laws. By using the Website or Services, You agree that any claim, dispute, or controversy arising from or relating to this Agreement must be resolved by arbitration.
BY USING THE WEBSITE AND THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD, ARE A RESIDENT OF THE UNITED STATES, AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. If You are using the Website or Services on behalf of a company, You further represent and warrant that You are authorized to act and enter into contracts on behalf of that company. This Agreement is void where prohibited.
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