par8o, Inc. (“par8o”), has created software to provide an online platform (the “par8o Platform” or the “Platform”) for end users to obtain information about and provide and/or receive referrals to healthcare providers (“Providers”).
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE YOU ACCESS OR USE THE PLATFORM. BY ACCESSING OR REGISTERING WITH THE PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS OUR PLATFORM OR REGISTER TO PARTICIPATE IN OUR SERVICES.
These Terms govern (i) your use of the Platform, (ii) your receipt of and participation in par8o’s services offered through the Platform (the “Services”); and (iii) your use of information obtained through the Platform, including (a) information, software, artwork, text, video, audio, pictures, content, trademarks, trade dress, and other intellectual property owned by par8o or its licensors and made available to you through the Services (“par8o Content”), and (b) Provider information. Please read these Terms carefully; they impose legal obligations on you and on par8o, and establish our legal relationship. By using the Platform, you are acknowledging that you have read and understood these Terms and agree to be legally bound by them.
In addition, during the registration process for your password (and from time to time as we may require) you may be prompted to click/check an “I Accept” button/box, which further confirms your agreement to be legally bound by these Terms.
The Platform is designed to provide a user-friendly platform where individual End Users can search for and obtain information about and referrals to healthcare Providers. Providers may use the Platform to facilitate a referral to another Provider at their discretion. The Platform automatically notifies the End User when a referral has been made and may provide options for connecting the End User to the Provider for scheduling.
4. Obtaining a Password; Use of Your Password
4.1. Protecting Your Password
We may make certain areas of the Platform accessible only to users that have a password. If we do so, and if you obtain a password, please keep in mind that we will treat anyone who uses your username and password as “you.” We will provide this user with all of the rights and privileges that we provide to you, and we will hold you responsible for the activities of a person using your password. Therefore, we recommend that you maintain your username and password in confidence, and that you refrain from disclosing this information to anyone who might “pretend” to be you with respect to the Platform and your participation in the Services. We also ask that you notify us immediately if you suspect that someone is using your username and/or password in this or any inappropriate manner.
5.1. Grant of Rights to End Users
As an End User, you are granted a worldwide, non-exclusive, and non-transferable license, under par8o’s Intellectual Property Rights, to access, execute, display, perform, and otherwise use the Platform, including the right to enter and/or upload information related to the desired referral parameters, including location, availability, co-pays, and Provider specialty, and review Provider information. You may access and view certain other password-protected areas for use solely in conjunction with the Services and as provided in these Terms.
5.2. Duration of Rights.
You will continue to enjoy Your rights under Section 5.1 (Grant of Rights to End Users) for as long as you are a registered User, unless Your password is revoked or suspended for misconduct, as set out in Section 8 (Monitoring; Revocation or Suspension of Use Privileges).
5.3. End User Comments/Feedback
Our Platform allows End Users to provide comments or feedback regarding our Platform and our Services. By providing comments/feedback, you grant us the right to use your comments and feedback for the purposes of improving the Platform and our Services.
The information, software, artwork, text, video, audio, pictures, trademarks, trade dress, and other intellectual property embodied in the Services or the par8o Content, are the proprietary property of par8o and its licensors, and are protected by U.S. and international copyright and other intellectual property laws, or are used under the principles of fair use. par8o and its licensors retain all rights with respect to the Platform, Services and the par8o Content except those expressly granted to you in these Terms. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the material presented through the software, the Platform and/or through the Services unless specifically authorized in writing by par8o.
As a condition to your use of the Platform and the Services, you agree to follow our Code of Conduct, set out below. Under this Code, you will not:
You are solely responsible for your interaction with Providers, both online and offline. We have no obligation to become involved in disputes between End Users (including disputes between End Users and Providers). If you have a dispute with another End User or one or more Providers, you release par8o (and our officers, directors, agents, employees, subsidiaries, and affiliates) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
The content on the Platform is provided for the purpose of assisting End Users in locating Providers. par8o makes no warranties with regard to an End User’s need for medical care or treatment. An End User’s decision of whether to seek medical care or treatment should be made by the End User alone and/or in consultation with the End User’s healthcare provider.
UNLESS OTHERWISE AGREED IN A MORE SPECIFIC AGREEMENT BETWEEN YOU AND PAR8O, PAR8O DOES NOT PROMISE THAT THE PLATFORM OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT THE PLATFORM WILL PROVIDE SPECIFIC RESULTS FROM YOUR PARTICIPATION IN THE SERVICES OR YOUR USE OF ANY CONTENT, SEARCH, OR INFORMATION ON IT. THE PLATFORM AND ALL SERVICES AND CONTENT WITHIN IT ARE DELIVERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WHEN YOU ACCESS THE PLATFORM, YOU DO SO AT YOUR OWN RISK. PAR8O DOES NOT WARRANT OR REPRESENT THAT MATERIALS YOU DOWNLOAD FROM PAR8O SITES WILL BE FREE OF VIRUSES OR OTHER HARMFUL FEATURES.
PAR8O DISCLAIMS (i) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (ii) ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, OR LEGALITY OF INFORMATION AVAILABLE THROUGH THE PLATFORM; AND (iii) ANY RESPONSIBILITY OR LIABILITY FOR HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION THROUGH THE PLATFORM, INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT USE OF THE PAR8O PLATFORM AND RELATED SERVICES AND CONTENT IS AT YOUR SOLE RISK.
UNLESS OTHERWISE AGREED IN A MORE SPECIFIC AGREEMENT BETWEEN YOU AND PAR8O, UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL PAR8O BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE PAR8O PLATFORM AND RELATED SERVICES AND CONTENT.
UNLESS OTHERWISE AGREED IN A MORE SPECIFIC AGREEMENT BETWEEN YOU AND PAR8O, End Users agree to defend, indemnify, and hold par8o and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any liability to third parties, including reasonable attorneys’ fees, arising out of: (i) any breach by you or, for Provider End Users, by your employees, agents and independent contractors in your own organization that may or may not be acting in the role of a Designee for the Provider in the care of a specific patient (your “Workforce”) of any representations, warranties or agreements contained in these Terms; (ii) the actions of any person gaining access to the Platform under a User ID, email address, password or other unique identifier assigned to you or a member of your Workforce; and (iii) your negligent or willful misconduct, or that of any member of your Workforce.
We may modify and change these Terms over time. We will not “retroactively” change these Terms, and any modifications we make shall take effect proactively, once you next access the Platform. Please feel free to print out a copy of these Terms for your records.
These Terms shall not be assignable by you, either in whole or in part. par8o reserves the right to assign its rights and obligations under these Terms.
The following provisions shall survive the termination of these Terms and shall apply indefinitely:
If you have any questions about these Terms, the practices of this Site, or your dealings with this Platform, please contact us at:
170 Milk Street Floor 2
Boston, MA 02109
Attention: Customer Support
In addition to the terms set forth above, the following terms apply to healthcare providers and other medical professionals who access and use the Platform to share referrals (“Provider End Users”).
Capitalized terms have the meanings set forth below or as defined in context in these Terms.
19.1. “HIPAA”means the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996, and the regulations promulgated thereunder, including the Privacy Rule, the Security Rule and the Breach Notification Rule.
19.2. “HITECH Act”means the Technology for Economic and Clinical Health Act of 2009, and regulations promulgated thereunder.
19.3. “Patient”means an individual whose clinical care is being coordinated through the Platform.
19.4. “Patient Information”means Protected Health Information that you or your Workforce enter into the System.
19.5. “Referral” means the act of one Provider End User (and/or their Designee) sending a Patient to a specialist, subspecialist, or any other healthcare provider to assist in the diagnosis, management, or therapy of the Patient.
The purpose of the Platform is to (i) enable a Provider and their authorized staff (also known as Designees, as defined above) to send, receive, and track patient Referrals via a HIPAA compliant system; (ii) store Patient Information and to make it available to the account holder and their Designees; (iii) to facilitate the sharing of Patient Information among Provider End Users as necessary to enable peer-to-peer patient Referrals, and (iv) to utilize said information for the purpose of facilitating medical referrals between Providers.
We will make reasonable efforts to ensure that all Referrals are (i) received by the Provider and/or their Designee (the “Receiving Provider”); (ii) receipt of the Referral is acknowledged by the Receiving Provider; (iii) the Receiving Provider and their Designees are in fact who they represent to be; (iv) a final disposition for the Referral (accepted, declined, or delegated) is made; (v) and that disposition is reported to you and/or or your Designee. To ensure receipt of a Referral, we may use some (or many) modes of communication, (all of which are HIPAA compliant and secure), including (but not limited to), (i) fax communication to the Receiving Provider’s location(s) of work; (ii) phone communication with the Receiving Provider and/or their Designee; (iii) HIPAA-compliant email communication with the Receiving Provider and/or their Designee; (iv) HIPAA-compliant web-based communication with the Receiving Provider and/or their Designee; (v) Use of a HIPAA-Compliant call center outreach to the Receiving Provider; (vi) Alpha-numeric or text based paging technologies to notify the Receiving Provider of a pending Referral.
UNLESS OTHERWISE AGREED IN A MORE SPECIFIC AGREEMENT BETWEEN YOU AND PAR8O, You will be solely responsible for the professional and technical services you provide. We make no representations concerning the completeness, accuracy or utility of any information in the Platform, or concerning the qualifications or competence of individuals who placed it there. We have no liability for the consequences to you or your patients of your use of the Platform or the Services.
UNLESS OTHERWISE AGREED IN A MORE SPECIFIC AGREEMENT BETWEEN YOU AND PAR8O, par8o is not responsible for the accuracy or completeness of information available from or through the Platform. The Provider End User assumes full risk and responsibility for the use of information obtained from or through the Platform, and the Provider End User agrees that par8o is not responsible or liable for any claim, loss, or liability arising from the use of the information. par8o does not endorse any provider of healthcare or health-related products, items or services, and the appearance of materials on this site relating to any such products, items or services is not an endorsement or recommendation of them. The Provider End User agrees to review the capability, appropriateness, and limitations of a Provider for a given Referral, and to make an independent determination of their suitability for each patient. par8o and our suppliers and licensors disclaim all warranties, whether expressed or implied, including any warranty as to the quality, accuracy, and suitability of the information provided by the Platform for any purpose.
UNLESS OTHERWISE AGREED IN A MORE SPECIFIC AGREEMENT BETWEEN YOU AND PAR8O, You agree that your use of the Platform is subject to verification by us of your identity and credentials as a licensed Provider in good standing with all the necessary and appropriate federal, state, and institutional (hospital, facilities, and establishments) that are necessary and appropriate for you to render care, and to your ongoing qualification as such. You agree that we may use and disclose your Personal Information for such purposes, including (without limitation) making inquiry of third parties concerning your identity and professional and practice credentials. You authorize such third parties to disclose to us such information as we may request for such purposes, and you agree to hold them and us harmless from any claim or liability arising from the request for or disclosure of such information. You agree that we may terminate your access to or use of the System at any time if we are unable at any time to determine or verify your qualifications or credentials.
As a Provider End User, you are granted the right to access the Platform, enter and/or upload information related to the desired referral parameters, including location, availability, co-pays, and Provider specialty, review Provider information and provide patient Referrals to other Providers. You may access and view certain other password-protected areas for use solely in conjunction with the Services and as provided in these Terms.
In maintaining, using and affording access to Patient Information in accordance with this Agreement, we will:
26.1. Not use or further disclose the information except as permitted or required by this Agreement or as required by law;
26.2. Use appropriate safeguards to prevent use or disclosure of the information other than as provided for by this Agreement, including administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the information;
26.3. Report to you any use or disclosure of the information not provided for by this Agreement of which we become aware, or any security incident as a result of which we determines that unauthorized access has been obtained to Patient Information;
26.4. Make available protected health information in accordance with section 164.524 of the Privacy Rule;
26.5. Make available protected health information for amendment and incorporate any amendments to protected health information in accordance with section 164.526 of the Privacy Rule;
26.6. Make available the information required to provide an accounting of disclosures in accordance with section 164.528 of the Privacy Rule;
26.7. Make our internal practices, books, and records relating to the use and disclosure of protected health information received from, or created or received by us on your behalf available to the Secretary of the United States Department of Health and Human Services for purposes of determining your compliance with the Privacy Rule; and
26.8. As required by the HITECH Act: (a) We will comply with the provisions of the HIPAA Security Rule that are made applicable to business associates by section 13401(a) of the HITECH Act, with the additional provisions of the HITECH Act relating to security that are made applicable to business associates and incorporated into business associate contracts by section 13401(a) of the HITECH Act, and with the additional provisions of the HITECH Act relating to privacy that are made applicable to business associates and incorporated into business associate contracts by section 13404(a) of the HITECH Act. (b) We will report to you the discovery of any breach of unsecured Protected Health Information that we access, maintain, retain, modify, record, store destroy or otherwise hold, use or disclose on your behalf, in compliance with the requirements of Section 13402 of the HITECH Act and the regulations promulgated thereunder (45 CFR Parts 160 and 164, Subpart D).
Effective Date: The effective date of this End User Access Agreement is November 15, 2013. Last Reviewed: October 19, 2020.