Overview. This Portal User Agreement ("Agreement") contains the terms and conditions that govern the (i) access to and use of this Portal and its contents, (ii) provision of any materials by Providers or Authorized Users to OMS by any means and at any time after clicking "I Agree" and (iii) Providers or Authorized Users receipt of communications from OMS with respect to this Portal and other OMS Content and services. This Agreement constitutes a binding agreement between you and OMS. OMS reserves the right, at our sole discretion, to change this Agreement from time to time. Your continued use of this portal after any such changes take effect shall constitute your agreement to comply with and be bound by the terms of this Portal User Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS PORTAL OR SUBMITTING ANY PHYSICIAN-PROVIDED MATERIAL (AS DEFINED BELOW).
BY CLICKING ON "I AGREE," PROVIDERS AND AUTHORIZED USERS (COLLECTIVELY "PORTAL USERS") ACKNOWLEDGE AND CONFIRM THAT:
- YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS PORTAL USER AGREEMENT;
- YOU EITHER ARE THE PROVIDER IDENTIFIED IN THE PROFILE ACCESSED THROUGH THIS PORTAL ("PROFILE"), OR ARE WORKING WITH THE EXPRESS AUTHORIZATION OF THE PROVIDER IDENTIFIED IN THE PROFILE;
- YOU OR YOUR PRACTICE OR ENTITY, AS APPLICABLE, AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ACKNOWLEDGE THAT THIS AGREEMENT IS THE LEGAL EQUIVALENT OF A SIGNED, WRITTEN CONTRACT BETWEEN OMS AND YOU OR YOUR PRACTICE OR ENTITY, AS APPLICABLE; AND
- IF USING THIS PORTAL ON BEHALF OF YOUR PRACTICE OR AN ENTITY, YOU HAVE FULL AUTHORITY TO BIND YOUR PRACTICE OR ENTITY TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU HEREBY DO BIND YOUR PRACTICE OR ENTITY.
- IF YOU OR YOUR PRACTICE OR ENTITY, AS APPLICABLE, ARE NOT WILLING TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE PRECEDING ACKNOWLEDGEMENT AND AGREEMENT, DO NOT SELECT THE 'I AGREE' BUTTON ASSOCIATED WITH THIS PORTAL USER AGREEMENT AND DO NOT ACCESS OR USE OUR PORTAL OR PROVIDE ANY PHYSICIAN-PROVIDED MATERIAL TO US. OMS DOES NOT AND WILL NOT GRANT YOU ANY RIGHT OR LICENSE TO ACCESS OR USE THIS PORTAL OR ANY RELATED CONTENTS OR SERVICES.
No Referrals or Recommendations
OMS makes information, profiles, and materials regarding Healthcare Providers (collectively the "Physician-Provided Material") available to users as a courtesy only. OMS neither acts as a referral service nor recommends or endorses any particular Healthcare Provider. Rather, OMS acts as an intermediary that provides selected information about Healthcare Providers.
Registration and Password Maintenance
If you wish to access and use this Portal, then you must provide OMS with a User Authorization form and other security information during your completion of this Portal's registration process. By registering, you represent, warrant, and covenant that:
- You are the Provider identified in the Profile, or are expressly authorized to act on behalf of the Provider identified in the Profile and are at least 18 years of age;
- You are using your actual identity and you have provided only true, accurate, complete and current information about yourself; and
- You will maintain and promptly update the information that you provide to keep it true, accurate, current, and complete. You may update editable information at any time by logging into the Portal.
Upon successful registration, OMS shall issue the Portal User a unique User ID and initial password. By logging onto this Portal, you represent, warrant, and covenant that you are authorized to use such password and to engage in the activities that you conduct therein. You are solely responsible for the confidentiality and use of your password and/or security information, as well as for any activities conducted on or through this Portal using your password and/or security information. If you wish to change a password, or if you become aware of any loss, theft, or unauthorized use of a password, you are obligated under the terms of this Agreement to notify OMS immediately. OMS reserves the right to delete or change any password and/or security information at any time and for any reason.
Upon clicking "I Agree," you agree to each of the following:
- You hereby grant to OMS unrestricted license to use, reproduce, distribute, publicly display, and allow others to engage in any and all of the foregoing, any and all Physician-Provided Material that is provided to OMS without any compensation or obligation to you. Physician-Provided Material might include, by way of illustration but not limitation, your name, a description of your background and medical credentials, a description of your practice, practice affiliations, health plan participation, other demographic information, and your practice philosophy (collectively, the "Materials License");
- You represent that you own, or otherwise have sufficient rights and authorization in and to, all Physician-Provided Material such that you may grant to OMS the Materials License granted above;
- You acknowledge that users of the OMS website and Portal may rely upon the Physician-Provided Material when selecting a physician and you agree that all Physician-Provided Material that you submit will be accurate, complete and not misleading in any respect;
- You acknowledge that misrepresenting oneself as a physician is an offense that is covered by both state and federal laws and you agree to provide only true and accurate information regarding your identity and Healthcare Provider status;
- You represent that any Physician-Provided Material submitted by you or your practice or entity will not contain any of the following material ("Proscribed Material"):
material that is false, factually inaccurate or misleading;
material that is defamatory, libelous, deceptive or fraudulent;
material that violates any U.S. or foreign law or regulation, including without limitation any law or regulation governing advertising or testimonial;
material that discriminates against, ridicules, harasses or disparages an individual or group for any reason, or on the basis of race, religion, national origin, gender, sexual orientation, marital status, age or disability;
material that violates any person's privacy right, including any such rights a person might have under HIPAA (as defined below);
material that infringes or violates any person's copyright, trademark or other intellectual property right;
material that is obscene or derogatory;
material that promotes violence, firearms, ammunition or weapons designed to inflict serious bodily harm;
material that, to your knowledge, would cause OMS, to the extent that OMS uses the Physician-Provided Material as permitted under this Portal User Agreement, to violate any U.S. or foreign law or regulation, including without limitation any law related to advertising or testimonials, any law concerning defamation, libel and privacy, and any copyright, trademark or other intellectual property law.
- If it comes to our attention, or we are notified of an allegation, that this Portal or any Physician-Provided Material contains any Proscribed Materials, then we may, but have no obligation to, investigate the allegation and determine in our sole discretion whether to remove or request the removal of the same from the Portal.
- Portal Users agree that any materials or resources prepared or created by Users using the Contents provided through the OMS website and Portal shall become the exclusive property of OMS, including any rights of trademark, title, or copyright.
- You agree that OMS may contact you and/or your practice or entity, via secure messaging, telephone, e-mail, facsimile or other appropriate means, regarding Physician-Provided Material (including without limitation requested updates or additions to the same) and other OMS services.
Use of Portal Content, Data, Confidential Information, and other Resources
OMS uses proprietary processes to select, compile, analyze, and adjust certain Data to operate the OMS reporting feature and generate the reports accessed through the Portal. OMS makes available these reports and other Content to Portal Users as a courtesy. These resources may be accessed solely for the furtherance of the Portal User's affiliation with OMS and only in accordance with the terms and conditions of this Agreement. Any breaches of the Agreement by a Portal User will result in the automatic termination of access to the Portal and the Content therein.
Portal Users agree to maintain the confidentiality of all Data and other Content provided to them by OMS including; but not limited to, communications, research materials, reports, and any information obtained through the OMS Website and Portal (collectively "Confidential Information"). Portal Users shall not disclose Confidential Information to any third party and agrees to destroy all copies of Confidential Information upon termination of this Agreement, and confirm such destruction in writing upon the request of OMS. THE CONFIDENTIALITY OBLIGATIONS OF PORTAL USERS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
Term and Termination
This Portal User Agreement will take effect at the time you click "I Agree" or otherwise access this Portal. OMS reserves the right, at any time and for any reason, without notice to you: (a) to deny you access to or restrict access to this Portal or related other services; (b) to change, remove or discontinue this Portal or any related services; or (c) to terminate this Portal User Agreement. Upon termination of this Portal User Agreement, you may no longer access, browse, or use this Portal or Content therein.
Data Security and Confidentiality on the Portal
As to Data that is subject to protections and restrictions under applicable law, OMS shall provide access to the Portal reporting service via a secured methodology, consistent with industry standards, which shall incorporate end user authentication by Portal Users for access. OMS and its technology providers are responsible for ensuring Website and Portal security and shall operate both in a manner that protects the confidentiality, integrity, availability or security of Data. OMS will ensure encryption of Data through the use of generally accepted industry standards and methods, in no case less than is required under its Business Associate Agreement and under other applicable Laws. OMS shall be responsible for the security of Data that it received. OMS shall limit the access of OMS personnel, subcontractors, and agents to Data to the extent that access is necessary and appropriate to the work function of individual personnel, subcontractors, and agents. Additionally, OMS shall take all reasonable steps necessary to prevent OMS personnel, subcontractors, and agents from accessing the Portal after having their access privileges revoked or suspended.
As to Data that is not subject to protections and restrictions under applicable Law, and as to Confidential Information of Portal Users, OMS shall provide protections for the security and confidentiality of such information, in no event less than reasonable, industry accepted protections.
We reserve the right to view, monitor, and record activity on this Portal without notice to or permission from you. We may disclose any records, electronic communications, information, materials, or other content of any kind at our sole discretion. However, we are not responsible for screening, policing, editing, or monitoring this Portal.
We are committed to complying with all applicable U.S. and foreign laws and regulations, and expect all Portal Users to comply with all applicable laws and regulations as well. All Portal Users hereby consent to law enforcement searches of all activity on this Portal, as described above, and agree to the disclosure of any content by OMS, its agents, or law enforcement officials for any lawful purpose.
Disclaimers; Indemnity; and Limitations of Liability
You absolve and release OMS, its partners, affiliated organizations, and agents from any claim of harm resulting from any cause(s) over which we or they do not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses or other damaging code or data, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, or governmental restrictions.
THIS PORTAL AND THE RELATED PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE PORTAL AND THE RELATED PRODUCTS AND SERVICES MIGHT CONTAIN TECHNICAL OR OTHER INACCURACIES OR TYPOGRAPHICAL ERRORS.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO: (A) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, QUALITY, PERFORMANCE OR SUITABILITY OF THIS PORTAL OR ANY RELATED SERVICES; AND (B) ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED OR STATUTORY, THAT THIS PORTAL OR ANY RELATED SERVICES WILL ASSIST YOU IN YOUR PRACTICE OR FOR ANY OTHER PURPOSE. WE DO NOT REPRESENT OR WARRANT THAT THIS PORTAL OR ANY RELATED SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS PORTAL OR ANY OTHER RELATED SERVICES IS ENTIRELY AT YOUR OWN RISK. FURTHER, WE EXPRESSLY DISCLAIM ANY AND ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO SEPARATE AGREEMENTS YOU MAY MAKE WITH PATIENTS, CONSUMERS, OR OTHER PORTAL USERS, AND YOU WILL LOOK SOLELY TO SUCH PERSONS AND/OR ENTITIES WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF SUCH AGREEMENTS.
OMS, ITS PARTNERS, AFFILIATED ORGANIZATIONS, AND AGENTS WILL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM YOUR USE OF, OR RELIANCE UPON, THIS PORTAL OR ANY RELATED SERVICES. IN THE EVENT OF ANY PROBLEM WITH THIS PORTAL OR ANY RELATED SERVICES, YOUR SOLE REMEDY IS TO CEASE USING THIS PORTAL OR RELATED SERVICE.
UNDER NO CIRCUMSTANCES WILL OMS, ITS PARTNERS, AFFILIATED ORGANIZATIONS, OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, PROPRIETORS, PARTNERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SERVANTS, ATTORNEYS, PREDECESSORS, SUCCESSORS OR ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS AND DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY, OR LOSS OF USE) ARISING OUT OF USE OF THIS PORTAL, OR ANY RELATED SERVICES, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
You will defend, indemnify, and hold harmless OMS, its partners, affiliated organizations, and our and their respective directors, officers, shareholders, proprietors, partners, employees, agents, representatives, servants, attorneys, predecessors, successors and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys' fees and litigation expenses), relating to or arising from (a) your use of this Portal and/or any related services or (b) any breach by you of this Portal User Agreement.
Regardless of the jurisdiction in which you work or reside, this Portal User Agreement is made in the State of Michigan, and will be construed and enforced in accordance with Michigan law (without regard to its provisions governing conflicts of law), as applied to agreements entered into and completely performed in Michigan, and except and to the extent that the Health Insurance Portability and Accountability Act ("HIPAA") Privacy Rule applies to any health-related information provided to and offered by OMS (in which case such HIPAA Privacy Rule governs), the privacy laws of the State of Michigan will govern.
This Portal and related services are controlled and operated by OMS from its offices within the United States. We make no representation that this Portal or related services are appropriate or available for use outside of the United States, and access to this Portal or its related services from territories where its contents or purpose is illegal is prohibited. Those who choose to access this Portal from locations outside the United States do so of their own volition and are responsible for compliance with applicable local laws.
Notices and Contacting OMS
Any notices to you may be sent to the e-mail address that you provide to us when you register, and will be deemed given one business day after the e-mail is sent. If you have any questions about this Portal User Agreement, or if you need to notify us, then contact us at 313-357-1215 or at the following address:
Olympia Medical Services PLLC
33300 Five Mile Road, Suite 210
Livonia, MI 48154
Failure to insist on strict performance of any provisions of this Portal User Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver of any provision of this Portal User Agreement will be valid unless in writing and acknowledged in writing or electronically by both parties. If any portion of this Portal User Agreement is judged invalid or unenforceable by a court of competent jurisdiction, the remaining portions will remain valid, enforceable, and in effect, and the parties will promptly substitute for the invalid provision an enforceable provision which resembles the invalid provision as closely as possible in intent and economic effect. No joint venture, partnership, employment, or agency relationship exists between you and OMS as a result of this Portal User Agreement or your use of this Portal. This Portal User Agreement constitutes the entire agreement between you and OMS with respect to your use of this Portal and/or provision of Physician-Provided Material, and supersedes any and all prior understandings or agreements between you and OMS, whether written or oral. You acknowledge that, in providing you access to and use of this Portal, we have relied on your acceptance of this Portal User Agreement.
"Content" means any information, data, services, resources, messages, and other materials available through the Olympia Medical Services PLLC (OMS) website, the Portal (as defined below), or Third-Party Links.
"Portal" means the secure, password-protected web portal and secure-messaging service referenced by this agreement and the website that supports it.
"Provider" means the member physician contracted with OMS.
"Authorized User(s)" means the person(s) that a Provider has authorized to use the Portal under this agreement on the Provider's behalf.
"Administrator" means Olympia Medical Services PLLC, and OMS staff members authorized to access website and portal Content (as defined above).
"Confidential Information" means information and data relating to a party's past, current, or future business activities, finances, practices, protocols, services, information, technical knowledge, and Content pursuant to this Portal User Agreement; which is otherwise protectable by patent, copyright, trade secret, designated in writing as confidential, or is something that would reasonably be understood to be confidential by a recipient familiar with the health care industry. Examples of Confidential Information may include, but are not limited to: Portal Username and password information; reports; communications between Providers, Authorized Users, and OMS and its agents; and research materials provided by OMS. Confidential Information shall not include information which is in or becomes part of the public domain by means other than by disclosure of Portal Users in violation of this Agreement.
"Data" means medical or other health care information of or about an Individual which is transmitted or available from OMS, Providers, or Third-Party Data Sources for transmission through the Portal, all in accordance with the provisions of this Agreement and the requirements of Applicable Law, including without limitation, HIPAA and Michigan state medical privacy laws.
I have read and agree with the Terms and Conditions.
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