PROVIDERLYNK USER AGREEMENT
ABARTYS HEALTH
PROVIDERLYNK USER AGREEMENT
NOTICE: PLEASE READ THIS ENTIRE AGREEMENT BEFORE ACCEPTING IT. ACCESS TO PROVIDERLYNK IS CONDITIONED ON ACCEPTANCE OF THESE TERMS. BY CLICKING "I ACCEPT", OR BY SIGNING A SERVICE AGREEMENT THAT INCORPORATES THIS AGREEMENT, PROVIDER AGREES TO BE BOUND BY THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THESE TERMS REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF PROVIDER.
1. THE SERVICE AND THIS AGREEMENT
1.1 Abartys Health, LLC ("Abartys") operates ProviderLynk, a cloud-based platform that consolidates clinical laboratory results and related health information associated with a healthcare provider's National Provider Identifier ("NPI") across participating laboratories, and provides trend monitoring, care-gap visibility, quality reporting, and mobile access (the "Service").
1.2 This ProviderLynk User Agreement (this "Agreement") governs access to and use of the Service by the physician, medical practice, or facility that accepts it ("Provider") and by Provider's Workforce. Commercial terms, including pricing, subscription plan, term, and cancellation, are set out in the ProviderLynk Service Agreement between Abartys and Provider (the "Service Agreement"). If this Agreement and the Service Agreement conflict, the Service Agreement governs commercial terms and this Agreement governs access to and use of the Service.
1.3 "Workforce" means the employees, contractors, and other persons under Provider's direct control whom Provider authorizes to access the Service on its behalf. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations at 45 C.F.R. Parts 160, 162, and 164, as amended, including the Privacy, Security, and Breach Notification Rules. Capitalized terms used but not defined in this Agreement, including "Protected Health Information", "Breach", "Security Incident", "Treatment", "Payment", and "Health Care Operations", have the meanings given to them in HIPAA.
2. GRANT OF ACCESS
2.1 Subject to Provider's compliance with this Agreement and the Service Agreement, Abartys grants Provider a non-exclusive, non-transferable, revocable right to access and use the Service during the term of the Service Agreement, solely for Provider's own Treatment, Payment, and Health Care Operations activities relating to Provider's patients.
2.2 Provider authorizes Abartys to receive, link, and display laboratory results and related health information associated with Provider's NPI for the purposes described in Section 2.1, as stated in the Service Agreement.
2.3 Members of Provider's Workforce may use the Service on Provider's behalf under their own unique login credentials. Provider is responsible for its Workforce's compliance with this Agreement and shall promptly withdraw access for any person who leaves Provider's Workforce or no longer requires access.
2.4 Provider represents that it is a healthcare provider duly licensed in Puerto Rico or another United States jurisdiction and that its use of the Service is within the scope of its licensure or authorization.
2.5 Abartys may make changes to the Service that it deems necessary or useful, including changes required to comply with applicable law, provided no change materially degrades Provider's use of the Service during a paid subscription term.
3. USE RESTRICTIONS
Provider and its Workforce shall not: (a) share login credentials or access the Service other than through the valid credentials assigned to the individual user; (b) access or use the Service beyond the scope authorized in Section 2 or for any unlawful purpose; (c) copy, modify, distribute, sell, license, or create derivative works of the Service or any of its content or technology, other than Provider Data; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or data models of the Service; (e) bypass or breach any security control of the Service; (f) upload or transmit any malicious code, or any data that infringes the rights of a third party or violates applicable law; or (g) interfere with the operation of the Service or with its use by others. A violation of this Section 3 may result in immediate suspension or termination of access under Section 11.
4. CREDENTIALS AND SECURITY
4.1 Provider shall safeguard its login credentials and shall notify Abartys immediately at info@abartyshealth.com if Provider believes any credentials have been compromised.
4.2 Provider shall implement and maintain administrative, physical, and technical safeguards that comply with HIPAA and other applicable law to protect the confidentiality, integrity, and availability of Protected Health Information accessed through the Service. Such safeguards shall be at least as protective as those Provider applies to its own systems.
4.3 Provider shall report to Abartys immediately any actual or suspected unauthorized access, use, or disclosure of information obtained from the Service, including any Security Incident or Breach, and shall cooperate with Abartys in investigating and mitigating it.
4.4 Abartys maintains an information security program aligned with its ISO 27001 certified operations and encrypts patient data in transit and at rest. Abartys shall comply with the breach notification requirements of HIPAA and, to the extent applicable, the FTC Health Breach Notification Rule (16 C.F.R. Part 318).
5. PROVIDER DATA AND PATIENT INFORMATION
5.1 "Provider Data" means the data, including Protected Health Information, uploaded to the Service by or on behalf of Provider. Provider retains all ownership of Provider Data. Provider grants Abartys a non-exclusive license to host, process, and use Provider Data solely to provide the Service and as otherwise permitted by this Agreement. Provider represents that it has the rights and permissions necessary for Abartys and its subcontractors to do so.
5.2 Provider is solely responsible for the accuracy and content of Provider Data. Abartys does not verify the accuracy of information made available through the Service.
5.3 The Service is an information tool. It does not provide medical advice and is not a substitute for Provider's professional judgment or for the medical record. Provider shall not rely on the Service as the only source of information about a patient's condition or history, and all clinical decisions remain Provider's sole responsibility.
5.4 If Provider downloads information from the Service into its own records or systems, Provider is solely responsible for the use, protection, and any subsequent use or disclosure of that information, including all obligations arising under HIPAA and other applicable law.
6. AGGREGATED AND DE-IDENTIFIED DATA
Abartys may create, use, and publish data derived from use of the Service in de-identified, aggregate form, provided that such data: (a) contains no Protected Health Information; (b) cannot reasonably be used, alone or with other data, to identify any individual or Provider; and (c) is used solely for data analytics, statistical reporting, product improvement, or other lawful business purposes.
7. HIPAA; BUSINESS ASSOCIATE AGREEMENT
Each party shall comply with HIPAA and applicable Puerto Rico data-protection law in performing under this Agreement. To the extent Abartys creates, receives, maintains, or transmits Protected Health Information on behalf of Provider in providing the Service, the parties shall execute Abartys's standard Business Associate Agreement, which upon execution forms part of this Agreement.
8. CONFIDENTIALITY
Each party shall protect the other party's non-public business, technical, and financial information ("Confidential Information") with at least reasonable care, use it only to perform under this Agreement, and disclose it only to personnel and advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was lawfully known to the receiving party without restriction, was received from a third party without breach of an obligation, or was independently developed. A party may disclose Confidential Information when required by law or court order, provided that, where legally permitted, it gives the other party prompt notice and cooperates in seeking protective treatment. Protected Health Information is governed by Sections 4, 5, and 7 rather than by this Section.
9. INTELLECTUAL PROPERTY
Abartys and its licensors own all right, title, and interest in and to the Service, including all related software, technology, and content other than Provider Data. Except for the limited access right stated in Section 2, no right, title, or license is granted to Provider.
10. DISCLAIMER; LIMITATION OF LIABILITY
10.1 Abartys warrants that it will provide the Service in a professional manner consistent with generally accepted industry standards and will use commercially reasonable efforts to keep the Service available. EXCEPT AS STATED IN THIS SECTION 10.1, THE SERVICE IS PROVIDED "AS IS" AND ABARTYS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ABARTYS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICE IS INTENDED FOR USE IN THE UNITED STATES AND ITS TERRITORIES ONLY.
10.2 NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY PROVIDER UNDER THE SERVICE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
10.4 In the event of loss of or damage to Provider Data, Provider's sole and exclusive remedy is for Abartys to use commercially reasonable efforts to restore the Provider Data from the most recent backup.
11. TERM; SUSPENSION; TERMINATION
11.1 This Agreement takes effect when Provider accepts it and continues for as long as Provider maintains an active subscription under the Service Agreement, unless terminated earlier under this Section 11.
11.2 Termination of the Service Agreement, including cancellation or non-renewal in accordance with its terms, automatically terminates this Agreement.
11.3 Abartys may suspend or terminate Provider's access immediately, with notice to Provider, if Provider or its Workforce materially breaches this Agreement, including any violation of Section 3 or Section 4, or where suspension is reasonably necessary to protect the Service, its data, or other users.
11.4 Upon termination, Provider may request a copy of its Provider Data in a commonly used electronic format within thirty (30) days after the effective date of termination. Sections 5.4, 6, 8, 9, 10, 12, and 13 survive termination of this Agreement.
12. INDEMNIFICATION
Provider shall defend, indemnify, and hold harmless Abartys from and against third-party claims, and the resulting costs, liabilities, losses, and expenses, to the extent arising out of: (a) Provider Data; (b) use of the Service by Provider or its Workforce in violation of this Agreement or applicable law; or (c) use of the Service under credentials assigned to Provider or its Workforce.
13. GENERAL
13.1 Governing Law. This Agreement is governed by the laws of the Commonwealth of Puerto Rico, and the parties submit to the jurisdiction of the courts located in Puerto Rico for any dispute arising out of or relating to it.
13.2 Assignment. Provider may not assign this Agreement or delegate its obligations without Abartys's prior written consent.
13.3 Updates to this Agreement. Abartys may update this Agreement from time to time. Abartys will give notice of material changes through the Service or by email, and no change will materially degrade Provider's use of the Service during a paid subscription term. Continued use of the Service after the effective date of an update constitutes acceptance of the updated Agreement.
13.4 Notices. Notices to Abartys shall be sent to info@abartyshealth.com. Notices to Provider may be sent to the email address on file under the Service Agreement or presented through the Service.
13.5 Force Majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, extreme weather, communications failures, or acts of governmental authorities.
13.6 Severability; No Waiver. If any provision of this Agreement is held unenforceable, it will be limited or removed to the minimum extent necessary and the remaining provisions will continue in full force and effect. Failure to enforce a provision is not a waiver of it.
13.7 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
13.8 Entire Agreement. This Agreement, the Service Agreement, and any executed Business Associate Agreement constitute the entire agreement between the parties regarding the Service and supersede all prior agreements and understandings on that subject.