\n EXCLUSIONCHECK.COM TERMS OF SERVICE
\n \n IMPORTANT: READ CAREFULLY: BY CREATING AN ACCOUNT OR BY UTILIZING\n EXCLUSIONCHECK.COM SERVICE, CLIENT AGREES TO BE BOUND BY THESE\n TERMS, DISCLAIMERS AND CONDITIONS.\n
\n \n Welcome to Exclusioncheck.com! ExclusionCheck.com is an online\n exclusion data search service that aggregates primary source state\n and federal exclusion records. Your use of the Services is subject\n to these Terms of Service and Exclusioncheck.com’s Privacy Policy\n (collectively referred to as the “Services”). These Terms of Service\n are a legal agreement between you and Exclusioncheck.com, a service\n of ProviderTrust, Inc, (herinafter, collectively referred to as the\n “Company”), a Tennessee corporation, for the authorized use of the\n Services. “You” refers to any individual or company that creates an\n account on the Services, or if the Services are being used on behalf\n of an entity, by an authorized individual of such company. If you\n are accessing the Services on behalf of your employer, then you\n represent and warrant that you have the authority to agree to these\n Terms of Service on its behalf. IF you do NOT agree to these Terms\n of Services, then do NOT use the Services.\n
\n Description of Services:
\n \n Exclusioncheck.com will allow you to conduct a point in time search\n of a name, NPI or SSN via a single search or batch file against\n certain Exclusioncheck.com available lists. You can search by name,\n NPI or a batch search. However, the responsibility to conduct\n further investigation to determine if such possible name or NPI\n exclusion record belongs to your employee/third party. The mere\n existence of a possible name only exclusion record, does not\n necessarily indicate a confirmed match.\n
\n \n Accessing Exclusioncheck.com is allowed upon electronically signing\n and agreeing to the following terms and conditions:\n
\n Registration:
\n \n In order to use the Services, You must have a Valid Account. Your\n use of the product is subject to a license agreement, more fully\n described below. All information in Exclusioncheck.com is licensed\n and has restrictions on its use. The data and content may not be\n used or disclosed in violation of the terms and conditions of the\n License Agreement. You must be authorized, and have valid\n credentials (user identification and password), to enter\n Exclusioncheck.com. Client agrees: (i) to assign users to access\n Exclusioncheck.com, and (ii) to promptly notify Exclusioncheck.com\n when Client suspects or determines that any personnel account ID or\n password has been lost, stolen, or otherwise compromised, and (iii)\n to pay for Services rendered by Exclusioncheck.com in good faith\n reliance on such personnel account ID and password prior to\n Exclusioncheck.com’s receipt of such notice.\n
\n\n Compliance with Laws and Regulations:
\n \n Your use of ExclusionCheck.com and the content contained therein\n must be in compliance with all applicable federal and state laws,\n rules and regulation. No decision to terminate an individual or\n contract with a third party should be made unless and until you\n separately take action to determine if the potential exclusion\n record that is returned and published for your review on\n Exclusioncheck.com belongs to the individual or entity that you have\n searched.\n
\n \n As the employer/contractor responsible for entering sufficient\n identifiers necessary to search a person or third party in\n Exclusioncheck.com., you agree, by utilizing these services, that\n your company will conduct the final and necessary task of confirming\n that the potential exclusion record belongs to your employee/third\n party. In order to accomplish this task, Exclusioncheck.com will\n provide a direct link to the primary source whereby you can enter\n other identifiers on such primary source site in order to confirm\n whether the name match belongs to your employee/third party. Most\n primary source sites require additional identifiers in order to\n determine if the possible name match belongs to your individual. In\n the event that said primary source sites do not contain any further\n identifiers, the decision of whether the possible name match record\n belongs to your employee or third party rests with you and your\n company.\n
\n \n Exclusioncheck.com, by and through ProviderTrust, Inc., does not and\n cannot make an employment of contract decision on your behalf, nor\n does it assume liability for any decision that you make with regard\n to an exclusion record, except as provided below. Further, you agree\n to defend, indemnify and hold Exclusioncheck.com and/or\n ProviderTrust,Inc. harmless from and against all claims and losses\n arising from or relating to misuse or unlawful use of the system\n and/or the content contained therein. Further, you agree to abide by\n any state or federal employment laws, including but not limited to\n the Fair Credit Reporting Act, as amended.\n
\n Warranty Disclaimer:
\n \n Neither Exclusioncheck.com nor ProviderTrust.Inc., warrants the\n accuracy, completeness or timeliness of the information contained in\n ExclusionCheck.com, except that the data contained herein was\n obtained from public records and is updated at least on a monthly\n basis. Further, no independent verification of the accuracy or\n completeness of the primary source information has been performed by\n Exclusioncheck.com and/or ProviderTrust, Inc.\n
\n \n Before relying on the information, the user should obtain\n confirmation of its accuracy from the originating agency. Neither\n ExclusionCheck.com nor ProviderTrust.Inc., has undertaken to correct\n any reported information, including information that might be\n incorrect on its face.\n
\n \n The data contained in the system is updated periodically; however,\n there is a lag time between when an agency takes an action and when\n they report it and there may be a lag time between when the record\n is released as public record and when it is updated into\n ExclusionCheck.com. Exclusioncheck.com strives to update its\n database within 24 hours of downloading such new data in to\n Exclusioncheck.com. ExclusionCheck.com is not a government agency or\n database. ExclusionCheck.com does not warrant or represent that the\n data that is included represents all publicly available exclusions.\n All attempts have been made to gather the most current data sets\n from the primary sources.\n
\n \n As an authorized user, you can search Exclusioncheck.com by entering\n (i) the first and last name of an individual, (ii) the name of an\n entity, (iii) the Social Security Number of an individual , or (iv)\n the NPI for an individual or entity. If an exclusion record contains\n a possible name match and/or NPI number match, Exclusioncheck.com\n will provide any and all possible name matches or NPI matches.\n
\n \n No PHI: Exclusioncheck.com\n will not accept from Client, process, maintain or store any Personal\n Health Information (as defined in the Health Information Portability\n and Accountability Act of 1996, as amended) as a part of its\n Services.\n
\n \n Updates and Use of Site:\n Client hereby acknowledges and agrees to the Terms of Service and\n Privacy Policy applicable to and set forth on this site (as updated\n or modified from time to time), as the same may be amended from time\n to time. Exclusioncheck.com and/or ProviderTrust may discontinue,\n change, or suspend any aspect of the website at any time. As such,\n Exclusioncheck.com and/or ProviderTrust may change, discontinue or\n suspend the availability of any database, content, feature, or\n product of the website.\n
\n \n Exclusioncheck.com Responsibilities:\n Exclusioncheck.com, by and through ProviderTrust, Inc., (hereinafter\n referred collectively as “Company”) represents and warrants that it\n will accurately report to Client all information that Company has\n received from the Primary Source(s). The Company Inputs and Outputs\n will be provided “AS IS.” The Company does not otherwise warrant or\n authenticate the reliability of the Company Inputs or Outputs and\n disclaims all other representations and warranties, express or\n implied, including but not limited to any warranties of\n merchantability, fitness for any particular purpose, accuracy,\n interoperability, non-infringement and title. Company will have no\n liability for relying on incorrect, inaccurate or incomplete Client\n Data or information provided to Company by a Primary Source, and for\n communicating such information in its entirety without alteration to\n Client.\n
\n \n No Resale/ No export : Client\n expressly agrees that it will not reproduce, duplicate, sell,\n resell, exploit and/or does not have permission to aggregate,\n reverse engineer or decompile or export for commercial use any of\n the data found on Exclusioncheck.com.\n
\n\n \n Authorization to charge credit card & Billing and Payment Terms:\n
\n \n A monthly subscription based on your plan.\n Single Team: $30\n Multi-Team: $75\n
\n \n In addition to the subscription we'll have per search rates\n at:\n Name Exclusion Searches: .15\n OFAC: .05\n SSNDMF: .05\n NPI: .20\n
\n \n Additional groupings of features may be added to the Service and\n made available to You as a paid upgrade (\"Paid Plan\"). If You choose\n to subscribe to a Paid Plan, You shall pay fees (described below) to\n Company. Upon selection of a Paid Plan, You will provide Company\n with the necessary billing information (\"Billing Data\").
\n Credit cards are the only payment mechanism Company will accept for\n payment of a monthly subscription fee (\"Subscription Fee\") for a\n Paid Plan. All currency references are in U.S. dollars. Paid Plans\n can be paid as a monthly Subscription Fee.\n
\n \n If you select a Paid Plan, You must provide current, complete and\n accurate Billing Data. You must promptly update all Billing Data to\n keep Your Account current, complete and accurate (such as a change\n in billing address, credit card number or credit card expiration\n date) and You must promptly notify Company if Your Payment Method is\n changed (for example, for loss or theft) or if You become aware of a\n potential breach of security, such as the unauthorized disclosure or\n use of Your name or password. If You fail to provide any of the\n foregoing information, You agree that Company may continue charging\n You for any use of the Paid Plan under your Billing Data unless You\n have terminated Your Paid Plan as set forth herein. By selecting the\n Monthly Fee, the credit card that You provide as part of the Billing\n Data will be automatically and immediately billed on the first\n Business Day of each Month. You agree that Company may charge to\n Your credit card all amounts due and owing for Your Account on that\n monthly basis or upon cancellation.\n
\n \n Company may change prices at any time without prior notice, but will\n endeavor to provide reasonable advance notice via the Company\n website and/or electronic mail. You agree that in the event Company\n is unable to collect the fees owed to Company for Your Account\n through Your Subscription Fee, Company may take any other steps it\n deems necessary to collect such fees from You and that You will be\n responsible for all costs and expenses incurred by Company in\n connection with such collection activity, including collection fees,\n court costs and attorneys' fees.\n
\n \n As long as Your Account remains active and in good standing, You\n will be charged the Subscription Fee even if You never use the\n service. You may, however, cancel Your Paid Plan at any time.\n
\n \n Term/Breach/Suspension:
\n Term: Month to month. Cancellation responsibility is solely on the\n User.\n
\n \n If Your Subscription Fee payment is overdue, Company will disable\n Your access to the features provided by the Paid Plan. Company may,\n at its sole discretion, at any time and for any reason, terminate\n the Service, terminate this Agreement, or suspend or terminate Your\n Account. In the event of suspension or termination, Your account\n will be disabled and You may not be granted access to Your Account\n or any files or other Content (including Your User Content)\n contained in Your Account, and Company may delete Your User Content,\n although residual copies of information may remain in our system for\n some time for back-up purposes. In the event of termination, Company\n may also withdraw and at its discretion reallocate the public web\n address of Your Account.\n
\n \n Cancellation/Refund Policy.\n You may cancel your ExclusionCheck account at any time. Access and\n service will continue until your next billing period at which time\n we’ll disable your account and charge you for the prior billing\n period’s monthly fee and any activity during that time. Sorry No\n Refunds will be offered.\n
\n \n If You terminate Your Account, via means provided for cancellation\n on the Company website, or via telephone call or electronic mail to\n Company, and You request that Company delete Your User Content and\n files contained in Your Account, Company will make all reasonable\n efforts to do so.\n
\n \n Effect of Termination. Upon\n any termination or expiration of this Agreement, (i) Client’s\n license to access and use the CompanyIP shall automatically\n terminate; and (ii) Client shall promptly pay any outstanding\n amounts due the Company. Further, WE RESERVE THE RIGHT TO ISSUE A\n WARNING OR TO SUSPEND OR EVEN TERMINATE YOUR SERVICE AND ACCESS TO\n OUR WEBSITE OR APP IF WE DETERMINE YOU HAVE VIOLATED ANY OF THE\n TERMS OF SERVICE LISTED ON THIS PAGE, ANY OF THE RULES OR POLICIES\n IMPLIED BY THE USE OF OUR SITE, OR FOR ANY OTHER REASON.\n
\n \n Proprietary and Intellectual Property Rights:\n Client acknowledges and agrees that the Services are provided on a\n subscription basis and not “sold” to Client. All right, title and\n interest in and to the Services, the Websites and related software,\n and any update, adaptation, translation, customization or derivative\n work of the same, including all intellectual property rights therein\n (collectively, the “Company IP”), are and will remain with\n Company (or its third party licensors, as applicable).\n ProviderTrust, by and through Exclusioncheck.com, hereby grants\n Client a limited, revocable, non-exclusive, non-transferable,\n non-sublicenseable, license to access and use the Company IP during\n the Term, provided that Client will not: (i) modify, reverse\n engineer, or create derivative works from the CompanyIP; (ii)\n publicly display, lend, sell, transfer or sublicense the Company IP\n or in any other way allow third parties to exploit the Company IP;\n (iii) use the Company IP for purposes other than for Client’s\n internal business operations; (iv) use the Company IP in violation\n of any federal, state or local law, rule or regulation; or (v)\n disclose the trade secrets embodied in the Company IP to any third\n party.\n
\n \n Taxes: Client will be\n responsible for all sales, use and excise taxes, and any other\n similar taxes, duties and charges of any kind, including Internet\n taxes, imposed by any federal, state or local governmental entity on\n the Services provided or on any amounts payable by Client hereunder.\n
\n \n Injunctive Relief: You\n acknowledge that any use of the Service contrary to this Agreement,\n or any transfer, sublicensing, copying or disclosure of technical\n information or materials related to the Service, may cause\n irreparable injury to Company, its affiliates, suppliers and any\n other party authorized by Company to resell, distribute, or promote\n the Service (\"Resellers\"), and under such circumstances Company, its\n affiliates, suppliers and Resellers will be entitled to equitable\n relief, without posting bond or other security, including, but not\n limited to, preliminary and permanent injunctive relief.\n
\n \n Use and Storage Practices:\n You agree that Company has no responsibility or liability for the\n deletion of, or the failure to store or to transmit, any User\n Content and other communications maintained by the Service. You\n acknowledge that Company may establish general practices and limits\n concerning use of the Service and may modify such practices and\n limits from time to time. Company retains the right to create limits\n on use and storage at our sole discretion at any time with or\n without notice. You acknowledge that we reserve the right to log off\n users who are inactive for an extended period of time.\n
\n\n You agree that You will not:
\n \n (a) upload, post, email, or otherwise transmit any computer\n routines, files or programs designed to interrupt, destroy or limit\n the functionality of any computer software or hardware or\n telecommunications equipment;
\n (b) interfere with or disrupt our Service or networks connected to\n our website or through the use of our Service, or disobey any\n requirements, procedures, policies or regulations of networks\n connected to our website or through the use of our Service, or\n otherwise interfere with our Service in any way, including through\n the use of JavaScript, ActiveX or other coding;
\n (c) take any action that imposes an unreasonable or\n disproportionately large load on our infrastructure; or
\n (d) copy, reproduce, alter, modify, or publicly display any\n information displayed on the Service (except for Your User Content),\n or create derivative works from our website (other than from Your\n User Content), to the extent that such action(s) would constitute\n copyright infringement or otherwise violate the intellectual\n property rights of Company or any other third party, except with the\n prior written consent of Company or the appropriate third party.\n
\n \n Export Restrictions: You\n acknowledge that the Service, or portion thereof may be subject to\n the export control laws of the United States. You will not export,\n re-export, divert, transfer or disclose any portion of the Service\n or any related technical information or materials, directly or\n indirectly, in violation of any applicable export law or regulation.\n
\n \n International Use: Recognizing\n the global nature of the Internet, You agree to comply with all\n local rules regarding online conduct and acceptable User Content.\n Specifically, You agree to comply with all applicable laws regarding\n the transmission of technical data exported from the United States\n or the country in which You reside.\n
\n \n Modifications: The Company\n reserves the right at any time and from time to time to modify or\n discontinue, temporarily or permanently, the Services (or any part\n thereof) with or without notice, at any time. You agree that the\n Company shall not be liable to You or to any third party for any\n such modification, suspension, termination or discontinuance of the\n Services.\n
\n \n No Agency: No agency,\n partnership, joint venture, employee-employer or\n franchisor-franchisee relationship exists or is created between You\n and the Company Software is intended or created by use of these\n Terms of Service.\n
\n \n Waiver and Severability: Failure\n by either party to exercise any of its rights under, or to enforce\n any provision of, this Agreement will not be deemed a waiver or\n forfeiture of such rights or ability to enforce such provision. If\n any provision of this Agreement is held by a court of competent\n jurisdiction to be illegal, invalid or unenforceable, that provision\n will be amended to achieve as nearly as possible the same economic\n effect of the original provision and the remainder of this Agreement\n will remain in full force and effect.\n
\n\n Limit of Liability:
\n\n \n IN NO EVENT WILL COMPANY BE LIABLE TO CLIENT FOR CLIENT’S INDIRECT,\n CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES,\n HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT\n CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,\n including, but not limited to, lost profits; lost, reimbursed OR\n RESCINDED revenue; LOSS OR CORRUPTION OF Data; INTERRUPTION, DELAY\n OR INABILITY TO USE THE SERVICES OR WEBSITES; or other penalties or\n fines not described in this SECTION. Exclusioncheck.com and/or\n ProviderTrust’s maximum aggregate liability ARISING UNDER THIS\n AGREEMENT under any theory of liability, including, but not limited\n to, contract, tort (including but not limited to negligence, fraud,\n and willful misconduct), or otherwise, shall NOT EXCEED [$500] per\n individual.\n
\n \n Statute of Limitations: You agree\n that regardless of any statute or law to the contrary, any claim or\n cause of action arising of or related to use of Company services or\n the Terms of Service must be filed within one (1) year after such\n claim or cause of action arose or be forever barred.\n
\n \n Notices: Any notice under the\n terms of this Agreement or required by law shall be sent to the\n appropriate address set forth below. Either Party may change its\n address for notice by written notice to the other Party.\n
\n \n To: Exclusioncheck.com ℅ ProviderTrust, Inc.
\n 2300 Charlotte Ave
\n Suite 104 Nashville, TN 37203
\n Attn: Exclusioncheck.com Administrator\n
\n \n Independent Contractors. The\n relationship between the Parties is that of independent contractors.\n Nothing contained in this Agreement shall be construed as creating\n any agency, partnership, joint venture or other form of joint\n enterprise, employment or fiduciary relationship between the\n Parties, and neither Party shall have authority to contract for or\n bind the other Party in any manner whatsoever.\n
\n \n No Third Party Beneficiary:\n Except as expressly stated herein, this Agreement is for the sole\n benefit of the Parties hereto and their respective permitted\n successors and permitted assigns, and nothing herein, express or\n implied, is intended to or shall confer on any other person or\n entity any legal or equitable right, benefit or remedy of any nature\n whatsoever under or by reason of this Agreement.\n
\n \n Force Majeure Event. Neither\n Exclusioncheck.com nor ProviderTrust shall not be liable to Client,\n nor be deemed to have defaulted under or breached this Agreement,\n for any failure or delay in fulfilling or performing any term of\n this Agreement, when and to the extent such failure or delay is\n caused by natural disasters, acts of government, power failure,\n fire, flood, acts of God, labor disputes, riots, acts of war,\n national or regional emergency, epidemics, inability to obtain\n materials, failure of internet system providers, and other\n conditions beyond the reasonable control of ProviderTrust (each of\n the foregoing, a \"Force Majeure Event\").\n
\n \n Assignment: Neither Party may\n assign any of its obligations, rights or remedies hereunder, in\n whole or in part, without the express written approval of the other\n Party; provided, however, that each Party shall have the right, upon\n written notice to the other Party, to assign this Agreement to any\n parent, subsidiary, or other entity under common control or\n ownership with the assigning Party, or to such other entity which\n may result from the merger with, consolidation of, or sale of\n substantially all of the assigning Party’s assets, stock, or\n membership interest.\n
\n \n Governing Law and Jurisdiction:\n This Agreement shall be governed in accordance with the laws of the\n State of Tennessee, without regard to its conflict of laws rules.\n Any action to enforce this Agreement may only be brought in a\n federal court in the Middle District of Tennessee, or state court in\n Davidson County, Tennessee.\n
\n \n Waiver: The waiver of a breach of\n this Agreement or the failure of a Party to exercise any right or\n remedy under this Agreement shall in no event constitute a waiver as\n to such right or remedy in the future nor as to any other breach,\n right, or remedy, whether similar or dissimilar in nature, or\n prevent the exercise of any right under this Agreement.\n
\n \n Construction. The Parties agree\n that the terms of this Agreement result from negotiations between\n them. This Agreement will not be construed in favor of or against\n either Party by reason of authorship.\n
\n \n Severability: If any term or\n provision of this Agreement is determined by a court of competent\n jurisdiction to be invalid, illegal or unenforceable, such\n invalidity, illegality or unenforceability shall not affect any\n other term or provision of this Agreement.\n
\n \n Entire Agreement: This Agreement\n represents the entire Agreement and supersedes any and all previous\n agreements and understandings between the Parties relating to the\n subject matter hereof.\n
\n \n