IMPORTANT- READ CAREFULLY: YOUR USE OF THE ProviderGateway-LTC™ WEBSITE AND SERVICES (THE "SERVICES") IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS.
Parthenon Globalsystems, LLC. (dba ProviderGateway and hereinafter referred to as ProviderGateway)
operates this Site to provide online access between entities who communicate with the Medicaid Authority (State or County)
to obtain prior-authorization for patients who enter post-acute facilities (both "the Service").
By accessing and using this Site, you agree to each of the terms and conditions set forth herein ("Terms of Use").
Additional terms and conditions applicable to specific areas of this Site or to particular content or transactions
are also posted in particular areas of the Site including help screens, and, together with these Terms of Use, govern your
use of those areas, content or transactions. These Terms of Use, together with applicable additional terms and conditions,
are referred to as this "Agreement."
ProviderGateway reserves the right to modify this Agreement at any time without giving you prior notice.
Your use of the Site following any such modification constitutes your agreement to follow and be bound by
the Agreement as modified. The last date these Terms of Use were revised is set forth below. _MARCH 2017_
1. Definitions.
“You,’ ‘Your,’ and ‘Customer” means the person, company, or organization that subscribes to the Service.
“We,’ ‘Our,’ ‘Us,’ ‘ProviderGateway’, and ‘ProviderGateway” refers to the organization that maintains and operates
the ProviderGateway suite of services, its owners, subsidiaries and affiliates. “Service(s)” refer to the
communication services you have asked us to provide to you. “Service Agreement” means the form (whether paper or electronic)
on which you apply for services and includes certain terms and conditions of the services.
2. Privacy.
ProviderGateway's confidentiality policy is described on ProviderGateway-LTC™ service site at
https://ltcmedicaid.providergateway.com. Please consult it to learn ProviderGateway's current policies to protect the privacy of
your information.
3. Responsibility for content of your communications.
You agree that you are solely responsible for the content of all visual, written or audible
communications sent by you. You agree that you will not use the Services to send unsolicited mass mailings outside your company
or organization. You further agree not to use the Services to communicate any message or material that is harassing, libelous,
threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give
rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or
regulation. Although PROVIDERGATEWAY is not responsible for any such communications, PROVIDERGATEWAY may delete any
such communications of which PROVIDERGATEWAY becomes aware, at any time without notice. Other terms of use are contained
on the ProviderGateway-LTC™ website and are provided conveniently to your users for agreement prior to accessing the system.
4. Services.
ProviderGateway shall perform the services necessary to host and maintain a ProviderGateway Long Term Care Medicaid Prior
Authorization System on an outsource basis, and provide you with access via an internet browser. Maintenance services consist of
patches, updates and enhancements to the System as ProviderGateway, in its sole discretion, may from time to time release; and
Help Desk support, available Monday through Friday from 9:00 a.m. to 5:00 p.m. E.S.T. We will also provide System Security and
Information Protection, Disaster Recovery, System Availability on a 24/7 Basis, and authenticated system access for County Nursing
Homes and Long Term Care Facility Staff at corresponding counties. After August, 1, 2016, ProviderGateway shall also provide
secure transmission for designated 9401 transactions to entities designated by the Ohio Department of Medicaid.
5. Subscriber Right to Access the ProviderGateway-LTC Site.
ProviderGateway operates this site (ProviderGateway-LTC) on a subscription or
contracted basis. Your rights to access this site remain in force as long as you are within the valid dates of a paid contract or other valid
subscription.
6. Use of Site.
You may use the Service, the Site, and the information, writings, images and/or other works that you see, hear or otherwise
experience on the Site (singly or collectively, the "Content") solely for the purposes of Medicaid prior-authorization, to further learn about other
facilities featured in the site’s directories or to obtain information posted throughout the sites webpages. No right, title or interest in any Content
is transferred to you, whether as a result of entering such content or otherwise. ProviderGateway reserves complete title and full intellectual
property rights in all Content. Except as expressly authorized by this Agreement, you may not use, alter, copy, distribute, transmit, or derive
another work from any Content obtained from the Site or the Service, except as expressly permitted by the Terms of Use.
7. Copyright.
The Site and the Content are protected by U.S. and/or foreign copyright laws, and belong to ProviderGateway and its owners. The
copyrights in the Content are owned by ProviderGateway or other copyright owners who have authorized their use on the Site.
8. Trademarks.
You are prohibited from using any of the marks or logos appearing throughout the Site without permission from the trademark
owner, except as permitted by applicable law.
9. Links to Third-Party Web.
Sites Links on the Site to third party web sites or information are provided solely as a convenience to you. If you use
these links, you will leave the Site. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by ProviderGateway
of the third party, the third-party web site, or the information contained therein. ProviderGateway is not responsible for the availability of any
such web sites. ProviderGateway is not responsible or liable for any such web site or the content thereon. If you use the links to the web sites of
ProviderGateway affiliates or service providers, you will leave the Site, and will be subject to the terms of use and privacy policy applicable to
those web sites.
10. Links to this Site.
You may link to the ProviderGateway-LTC from other websites but, unless specifically authorized by ProviderGateway, you
may not connect "deep links" to the Site, i.e., create links to this site that bypass the home page, security features or other parts of the Site.
You may not mirror or frame the home page or any other pages of this Site on any other web site or web page.
11. Uploads, Downloads and Links from this Site.
ProviderGateway-LTC contains features that allow users to upload files, link to other websites
and to download content such as forms, files and content available from other websites. While ProviderGateway takes appropriate precautionary
steps to avoid viruses or other malicious interfaces to its system, it cannot and does not guarantee or warrant that files or links accessible
through the Site will be free of infection by software viruses or other harmful computer code, files or programs.
12. Term.
You agree to subscribe to the services for the number of users and length of time identified in the electronic subscription form or on
the paper form as applicable.
13. Payments.
a. Automatic Payment: If you have authorized payment for services by debiting a bank account, no additional notice or consent is
required before we debit the bank account monthly for all amounts due to us for any reason. We may accept late payments, partial
payments, or any payments marked as being “payment in full” or as being settlement of any dispute without losing any of our rights
under this Agreement. You agree to pay costs and fees we incur to collect an unpaid balance from you.
b. Credit Card: If you have authorized payment for services by debiting a credit card, no additional notice or consent is required before
we debit the card monthly for amounts due us for any reason.
14. Termination.
You may terminate this Agreement at any time by discontinuing your use of the ProviderGateway system. No refunds apply after the start date of the subscription renewal, and continued access to the service will be provided through and until the end of the initially agreed upon term. Refunds will be provided if requested prior to the start date of a subscription term for which payment was made.
15. Indemnification.
You understand and agree that you are personally responsible for your behavior on the Site. You agree to indemnify, defend
and hold harmless Parthenon Globalsystems, LLC, ProviderGateway, its owners, affiliated companies, joint ventures, business partners, licensors,
licensees, employees, agents, and any third-party information providers to the Service from and against all claims, losses, expenses, damages and
costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting
from or arising out of your use, misuse, or inability to use the Site, the Service, or the Content, or any violation by you of this Agreement.
16. Privacy.
Please refer to our confidentiality and privacy policy found elsewhere on this site.
17. User Conduct.
You agree to use the Site only for lawful purposes. You agree not to take any action that might compromise the security,
integrity and confidentiality of the Site, render the Site inaccessible to others or otherwise cause damage to the Site or the Content. You agree
not to add to, subtract from, or otherwise modify Content not originated by you, or in a way that would be misleading, or to attempt to access
any Content that is not intended for you. You agree not to use the Site in any manner that might interfere with the rights of third parties. Please
refer to our confidentiality and privacy policy elsewhere on this site.
18. User Supplied Information.
ProviderGateway will receive confidential information from you via the Site. You agree that for any material,
information, or client data you transmit to us or post to the Site (each a “Submission or collectively "Submissions"), (1) you guarantee to us that
you have the legal right to post the Submission and that it will not violate any law or the rights of any person or entity, and (2) you give
ProviderGateway the irrevocable, perpetual, right to use, display and create derivative works (e.g., reports, graphs, charts) from the Submission,
as long as no information that personally identifies any individual is revealed or shared in any way, and (3) you give ProviderGateway the right to
delete and purge data submissions over 12 months old, no longer acted on by any subscriber, or according to ProviderGateway’s prevailing data
retention policy.
19. Password Security.
If you register or subscribe to become a ProviderGateway-LTC subscriber, you are responsible for maintaining the
confidentiality of your member identification and password information, and for restricting access to your computer. You agree to accept
responsibility for all activities that occur under your member identification and password.
20. Limitation of Liability.
IN NO EVENT WILL PROVIDERGATEWAY BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING,
BUT NOT LIMITED TO ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES
ARISING OUT OF (I) THE USE OF OR INABILITY TO USE THE SITE, THE SERVICE, OR THE CONTENT, (II) ANY
TRANSACTIONCONDUCTED THROUGH OR FACILITATED BY THE SITE; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS,
OMISSIONS, OR OTHER INACCURACIES IN THE SITE, THE SERVICE AND/OR THE CONTENT, (IV) UNAUTHORIZED ACCESS TO
OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (V) ANY OTHER MATTER RELATING TO THE SITE, THE SERVICE,
OR THE CONTENT, EVEN IF PROVIDERGATEWAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE
DISSATISFIED WITH THE SITE, THE SERVICE, THE CONTENT, OR WITH THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE
REMEDY IS TO DISCONTINUE USING THE SITE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION
OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
IN SUCH STATES, PROVIDERGATEWAY’S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST
EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED $100.00. To the maximum extent permitted by applicable law, in no
event will ProviderGateway or its affiliates, suppliers and partners be liable for any special, incidental, indirect, exemplary or consequential
damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or
any other pecuniary loss or damage) arising out of the use of or inability to use the services or the provision of or failure to provide technical or
other support services, whether arising in tort (including negligence) contract or any other legal theory, even if ProviderGateway, its affiliates,
suppliers or partners have been advised of the possibility of such damages.
21. Disclaimer of Warranties.
PROVIDERGATEWAY MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS
WHATSOEVER WITH RESPECT TO THE SITE, THE SERVICE OR THE CONTENT. PROVIDERGATEWAY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY
KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SITE, THE SERVICE, THE CONTENT, AND ANY PRODUCT OR
SERVICE FURNISHED OR TO BE FURNISHED VIA THE SITE. PROVIDERGATEWAY DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE
SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR THE SERVICE WILL BE
CORRECTED. PROVIDERGATEWAY DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE
CONTENT WILL BE CORRECTED. THE SITE, THE SERVICE AND THE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. You agree
to indemnify, defend and hold harmless PROVIDERGATEWAY, its owners, affiliates, officers, directors, employees, consultants, agents, suppliers
and Partners from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorney’s fees) arising from your
use of the Services, your violation of this Legal Notice or your infringement, or infringement by any other user of your account, of any intellectual
property or other right of any person or entity. Some jurisdictions do not allow limitations on implied warranties, so the above limitation may not
apply to you. In that event, such warranties are limited to the minimum warranty period allowed by the applicable law.
22. Assignment.
You may not assign or transfer this Agreement or any rights or obligations under this Agreement, to any other entity, whether
by merger, acquisition or otherwise, without ProviderGateway’s prior written consent. Any assignment or transfer in violation of this section will be
void. This Agreement will be binding upon and inure to the benefit of each party's permitted successors and assigns.
23. Waiver and Severability.
Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be
deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of
competent jurisdiction, or arbitrator, to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible
the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.
24. General Provisions.
(a) Entire Agreement/No Waiver: These Terms of Use constitute the entire agreement of the parties with respect to the subject matter
hereof. No waiver by ProviderGateway of any breach or default hereunder shall be deemed to be a waiver of any preceding or
subsequent breach or default.
(b) Correction of Errors and Inaccuracies: The Content may contain typographical errors or other errors or inaccuracies and may not
be complete or current. ProviderGateway therefore reserves the right to correct any errors, inaccuracies or omissions and to change or
update the Content at any time without prior notice. ProviderGateway does not, however, guarantee that any errors, inaccuracies
or omissions will be corrected.
(c) Enforcement/ Choice of Law/ Choice of Forum: If any part of this Agreement is determined by a court of competent jurisdiction to be
invalid or unenforceable, it will not impact any other provision of this Agreement, all of which will remain in full force and effect. Any
and all disputes relating to this Agreement, ProviderGateway’s Privacy Policy, your use of the Site, any other ProviderGateway web site,
the Service, or the Content are governed by, and will be interpreted in accordance with, the laws of the State of Ohio, without
regard to any conflict of law’s provisions.
Updated March 2017