These Terms govern your access to and use of the Aledade App, and supplement, but do not displace, any contractual agreement between a Client and Aledade, including any business associate agreements (collectively, “Agreement”). If there is an express conflict between these Terms and your Agreement, your Agreement will control.
1. Acceptance of these Terms.
“Aledade Property” means the Aledade App, Aledade services, Aledade content, materials, service descriptions, proprietary methods, templates, spreadsheets, databases and other electronic tools created or owned by Aledade, including all data and information included in or entered into the Aledade App that Aledade compiles, sorts, integrates, normalizes, analyzes, maps, stores, processes, selectively aggregates and/or combines with multiple disparate data sources, for comparison, benchmarking or other similar and lawful purposes, as well as edits, improvements, additions, modifications, interfaces, and derivative works prepared from or relating to any of the foregoing, and any and all tangible and intangible works of authorship, copyrights, patents, trademarks, trade secrets and trade dress, and all intellectual property rights in any of the foregoing. Aledade Property is considered Aledade’s Confidential Information.
“Applicable Law(s)” means all federal, state, and local laws and regulations, including those relating to kickbacks, fraud and abuse, confidentiality (such as HIPAA), Medicare, Medicaid, to the extent directly applicable to Aledade’s or a Client’s performance of its obligations under these Terms or the use of the Aledade App.
“Authorized User(s)” or “you(r)” means those users (A) who are designated by Client and who are (i) employees of Client, or (ii) other individuals, corporations, or entities that are not, and are not affiliated with, third-party payers or competitors of Aledade, and have a valid business associates agreement or other similar agreement with Client, and (B) who have been granted access to the Aledade App in Client’s reasonable discretion, and (C) from whom Client has obtained reasonable assurances that they will comply with these Terms.
“Client” means those individuals, corporations, or entities with an Agreement that allows them to access the Aledade App. Should a Client’s Agreement terminate, lapse, or be breached, Client’s right to use the Aledade App and to designate Authorized Users will automatically and immediately terminate.
“Client Data” means all data and information of Client, including Personal Information, provided by Client or its Authorized Users to Aledade, including through the Aledade App. Client Data includes Client’s Confidential Information.
“CMS” means the Centers for Medicare & Medicaid Services.
“Confidential Information” means information that is disclosed by one Party to the other and that the receiving Party knows is confidential to the disclosing Party or would otherwise reasonably understand to be confidential. Confidential Information includes financial and other business information of either Party. With respect to Aledade, Confidential Information includes all Aledade Property, such as the Aledade App. Confidential Information does not include PHI or information that the receiving Party can demonstrate: (A) is in the public domain or is generally publicly known through no improper action or inaction by the receiving Party; (B) was rightfully in the receiving Party’s possession or known by it prior to receipt from the disclosing Party; (C) is rightfully disclosed without restriction to the receiving Party by a third party without violation of obligation to the disclosing Party; (D) is independently developed for the receiving Party by third parties without use of the Confidential Information of the disclosing Party; or (E) is required to be disclosed pursuant to a judicial or legislative order or proceeding; provided that, receiving Party provides to disclosing Party prior notice of the intended disclosure and an opportunity to respond or object to the disclosure.
“De-identified Data” means (A) PHI that has been de-identified in compliance with the de-identification standards set forth in 45 C.F.R. § 164.514(b); or (B) other Personal Information that has been de-identified according to Applicable Law or otherwise the subject of reasonable efforts to de-identify or anonymize such data such that no individual, entity or particular record can be identified.
“HIPAA” refers to the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 and their implementing regulations, as amended from time to time.
“Patient” means a patient on whose behalf the Client and/or Authorized User is providing health care.
“Personal Information” means any information that, identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked – directly or indirectly – with a particular individual or household. Personal Information includes PHI but does not include De-Identified Data.
“Protected Health Information” or “PHI” is a subset of Personal Information and has the meaning set forth under in 45 C.F.R. § 160.103.
“Security Incident” means the (A) unauthorized acquisition, access, use, or disclosure of Personal Information (including PHI) or Confidential Information; or (B) attempted or successful unauthorized access, use, disclosure, modification, or destruction of such information or interference with system operations in an information system.
“Third Party Content” means content or data within the Aledade App provided by third parties, or links to websites operated by third parties, and includes data aggregated from a variety of sources such as electronic health record systems, payers (e.g., the Centers for Medicare & Medicaid Services and commercial payers), health information exchanges, health care providers (e.g., hospitals and health care provider practices), laboratories, and public records.
3. Changes to the Aledade App and these Terms.
Changes to Aledade App. We may modify or discontinue – temporarily or permanently – all or part of the Aledade App with or without notice. We will not be liable to you or any third party for any modification, suspension or discontinuance of the Aledade App. Unless otherwise specified by us, any updates, upgrades and changes are automatically included in the Aledade App.
Changes to these Terms. We may change these Terms at our sole and absolute discretion and will post any changes on this page and update the date at the top, so be sure to check back periodically. All changes are effective when we publish them unless otherwise noted. By continuing to use the Aledade App after we’ve posted changes to these Terms, you accept any changes.
4. Accessing the Aledade App.
These Terms permit you to access the Aledade App exclusively for purposes of facilitating the management of care for Patients and Client’s health care operations (as defined in HIPAA). Your use of and access to the Aledade App is at the sole risk and responsibility of you and Client.
Authorized Users. Authorized Users will access the Aledade App using a unique user name, password, and any other required security information (“Credentials”). You must treat your Credentials as Confidential Information and not disclose them to any other person or entity. You are fully responsible for all activities that occur using your Credentials and will to notify us immediately of any loss or unauthorized disclosure of your Credentials or unauthorized access to the Aledade App using your Credentials; Client retains ultimate responsibility for all acts and omissions of any Authorized User. Your access to the Aledade App will be terminated, restricted or suspended (A) when you no longer meet the definition of “Authorized User;” or (B) at any time in our sole discretion, including if, in our opinion, you have violated these Terms.
Availability & Recordkeeping. The Aledade App may not always be available; there may be disruptions in service. You are responsible for ensuring that all information needed for care and treatment of your Patients, your business operations, or any other purpose, is separately available to you. The information made available in or through the Aledade App is not a substitute for a medical record and should not be relied upon as a system for maintaining medical records or a designated record set (as defined in HIPAA).
Client Data. You and Client are solely responsible for the accuracy, completeness and appropriateness of all Client Data provided to us, including Client Data entered into the Aledade App using your Credentials (defined above). You agree that (A) all Client Data provided to us or selected in the Aledade App, including, but not limited to, codes and practitioner identifiers, are accurate and conform with all legal requirements; (B) medical records appropriately support all codes entered, selected, or approved; (C) you and Client are authorized to enter and access Client Data; and (D) Aledade is authorized to receive, use, and disclose Client Data subject to these Terms. We cannot and do not independently review or verify the accuracy or completeness of any information, including Client Data, entered or displayed in the Aledade App.
Consents and Authorizations. You or Client will, as applicable, obtain all consents and authorizations necessary for us and Client to access, use and disclose the Personal Information utilized by the Aledade App and as otherwise described in these Terms, including those required under the Telephone Consumer Protection Act (“TCPA”) and similar state laws, so that You and We can conduct Patient Outreach (defined below).
Compliance. You, Client and Aledade will comply with Applicable Laws and the Agreement. The Parties will each separately maintain effective compliance programs consistent with applicable federal regulations and the relevant compliance guidelines set forth by the Office of the Inspector General of the Department of Health and Human Services and will cooperate with each other to provide prompt, accurate, and full responses to any material inquiry or concern related to compliance and to any reasonable request for clarification, documentation, or further information concerning Client’s provision of, or referrals related to, health services for its Patients. Client is solely responsible for compliance with all legal and regulatory requirements with respect to its use of Aledade Property, including the Aledade App. Aledade will not be liable for any action or inaction of Client that may give rise to liability under the federal False Claims Act or any state version thereof.
Fees. Any payments related to the Aledade App are not intended, and should not be construed to be, an inducement or payment for referral of patients among us, Client, or any third party. Neither Party will enter into any agreements, or otherwise make any payments, for the purpose of rewarding the referral of patients among us, Client, or any third party.
Hardware and Software. You and/or Client are responsible for obtaining and maintaining all hardware, software, and other services necessary to access the Internet and the Aledade App.
Medical Advice and Treatment Decisions. The Aledade App does not provide medical advice or treatment. The contents of the Aledade App, including any Third Party Content, are for informational purposes only and are not intended to be a substitute for medical advice or decision making. The professional duty to treat the Patient lies solely with Client, and Client’s use of information contained in the Aledade App in no way replaces or substitutes the professional judgment or skill of Client. You retain full liability for the care, treatment, and management of care for Patients, including responsibility for personal injury or loss of life.
Restrictions. You agree not to use the Aledade App:
- In any way that violates any Applicable Law.
- To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
- To impersonate or attempt to impersonate Aledade, an Aledade employee, another Authorized User or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Aledade App, or which, as determined by us, may harm Aledade or other Authorized Users, or expose them to liability.
- Use the Aledade App in any manner that could disable, overburden, damage, or impair its function or interfere with anyone else’s use of it.
- Use any robot, spider or other automatic device, process or means to access the Aledade App for any purpose, including monitoring or copying any of the material on the Aledade App.
- Use any manual process to monitor or copy any of the material on the Aledade App, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
- Use any device, software or routine that interferes with the proper working of the Aledade App.
- Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Aledade App, the server on which the Aledade App is stored, or any server, computer or database connected to the Aledade App.
- Attack the Aledade App via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Aledade App.
Training. You are responsible for ensuring that you have received training as required by Applicable Law regarding the handling of information accessible through, or uploaded to, the Aledade App. Aledade accepts no responsibility for your compliance with Applicable Laws, including HIPAA or other privacy or security standards, in connection with your use of the Aledade App or information obtained from, through, or on it, including information supplied by Aledade, third parties, or you or your practice.
5. Features and Functionality.
Billing and Coding. Any diagnosis coding suggestions (“Suggestions”) that are presented to you in the Aledade App are intended to help health care providers accurately and completely code and/or bill services that, with proper documentation, may be reimbursable by a state or Federal health care program. Suggestions are presented as a tool for addressing common billing and coding issues, which are explained more fully in the CPT© Manual and the official, CMS-approved ICD-10 guidelines. You should review the CPT© Manual as well as the official, CMS-approved, ICD-10 guidelines and not rely exclusively on Suggestions. Each health care provider is fully responsible for its own billing and coding and must comply with all Applicable Laws. Suggestions presented in the Aledade App are not intended to be complete representations of all available coding opportunities or Patients’ current health conditions; you should dismiss inaccurate or irrelevant Suggestions. Suggestions provided through the Aledade App are not a substitute for independent clinical judgment.
Patient Outreach. Client may elect to participate in Patient outreach programs that involve telephone calls, text messages, direct mail or other forms of Patient communication by Aledade on behalf of Client (“Patient Outreach”) using contact information provided to Client by the Patient. Client acknowledges and agrees that Patient contact information is not conditioned on a purchase or services provided to Patient, and that Patients can revoke consent at any time. Aledade may request documentation or other information confirming compliance with the Patient Outreach requirements. If Client elects to participate in the Patient Outreach, to the extent permitted by and in accordance with Applicable Law, Client acknowledges and agrees that Aledade may conduct Patient Outreach such that it appears to be coming directly from Client, including - in cooperation with Client - using Client’s letterhead, phone number(s), and direct or approximate alpha caller ID to elicit better Patient engagement. Client will provide reasonable assistance to Aledade in its Patient Outreach efforts.
We will use commercially reasonable efforts to maintain the security of the Aledade App. Aledade will not be liable for any loss or damage to your systems arising from your failure to comply with these Terms.
Notification to Aledade of Security Incidents. You will notify us immediately, but no later than 24 hours, after learning of any: (A) unauthorized access to or use of the Aledade App or any information in it (including, but not limited to Personal Information, PHI, and Confidential Information); or, (B) Security Incidents (including, but not limited to malware, malicious code, ransomware incidents) that may affect the information in, or security or integrity of the Aledade App. Notifications should be made via email to [email protected].
7. Intellectual Property and Confidential Information.
The Aledade App and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by us, our licensors or other providers of such material and are protected by United States copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. This includes all modifications and improvements, regardless of whether they were the result (in whole or in part) of any suggestions or changes made by you. You agree not to challenge the validity of Aledade’s intellectual property rights in the Aledade App. We grant to you a non-exclusive, revocable, limited right to access and use Aledade Property only as provided in these Terms and as authorized in the Agreement, and consistent with HIPAA and any other Applicable Laws. Unless otherwise expressly set forth in these Terms, access to the Aledade App and Aledade Property does not grant a right to you to copy or use any such intellectual property.
Trademarks. Aledade’s name, and all related names, logos, product and service names, designs and slogans are trademarks of us or our affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs and slogans within the Aledade App are the trademarks of their respective owners.
Duty of Confidentiality. You and Aledade will (A) hold the Confidential Information of the other Party in confidence, protecting such information with the same degree of care as such Party’s own Confidential Information, but in no case less than reasonable care; (B) use the Confidential Information of the other Party solely to perform such Party’s obligations or exercise such Party’s rights under these Terms; and (C) not transfer, display, convey or otherwise disclose or make available all or any part of such Confidential Information to any third party except as permitted or required by these Terms or Applicable Law. You will return (or permanently destroy if return is not possible) any Aledade Confidential Information immediately if you cease being an Authorized User.
Remedies. You agree that any Aledade Confidential Information and any confidential Third Party Content (defined below) contains valuable trade secrets and proprietary information, and any actual or threatened breach of the confidentiality obligations or intellectual property rights entitles Aledade or the third party the right to seek equitable relief, including injunctive relief, specific performance or any other relief that may be available from any court, without need to post a bond or other security, or to further prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, equity or otherwise.
Intellectual Property Uploaded by Client. From time to time, you may choose to upload your Client’s name, logos, designs, slogans, or other marks (“Client IP”) to the Aledade App in connection with a direct mail campaign or other marketing campaign. By uploading Client IP into the Aledade App, you and Client certify that you or Client has the legal right to use the Client IP and that use of the Client IP will not, and does not, infringe upon the rights of others. If you or Client do not own the copyright or trademark on the Client IP, you and Client represent and warrant that you or Client have received permission to use the Client IP from its owner or copyright holder. If you upload Client IP owned by someone else to the Aledade App, you and Client will indemnify, defend and hold Aledade harmless from any and all damages and claims resulting from your submission.
8. Aledade Use of Client Data.
You grant to us a limited, perpetual, irrevocable, non-exclusive license in any Client Data that you provide, use, or maintain on or through the Aledade App, to use any such Client Data as is necessary or useful: (A) for the performance of our obligations under the Agreement; (B) for sharing with other ACO participants and others for treatment, payment, or health care operations to the extent permitted by HIPAA or other Applicable Laws; and (C) for any other lawful purpose. In addition to any other permitted uses or disclosures, you grant us the right to use Client Data to create De-Identified Data, and to use such De-identified Data for statistical, research or scientific purposes and for product enhancement, development, and commercialization to the extent consistent with Applicable Law. The license grants in this section will survive any termination of these Terms or of your access to the Aledade App.
9. Third Party Content.
10. Disclaimer of Warranties.
EXCEPT AS EXPRESSLY PROVIDED THESE TERMS, ALEDADE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ALEDADE APP, DATA MAINTAINED IN THE ALEDADE APP OR ANY OTHER MATTER UNDER THESE TERMS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, RELIABILITY, ACCURACY (INCLUDING REAL-TIME ACCURACY OF DATA RELATING TO PATIENTS), TIMELINESS, COMPLETENESS, UNINTERRUPTED OR ERROR-FREE OPERATION OR PROVISION OR AVAILABILITY OF THE ALEDADE APP OR THE INFORMATION CONTAINED IN IT, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM TRADE PRACTICE OR COURSE OF DEALING. THE ALEDADE APP AND ALL OF THE INFORMATION IT CONTAINS, ALEDADE PROPERTY AND THIRD PARTY CONTENT ARE PROVIDED TO YOU “AS IS”.
11. Limitation of Liability.
Aledade Limitation of Liability. ALEDADE’S CUMULATIVE, AGGREGATE LIABILITY FOR DAMAGES TO YOU OR CLIENT FOR ANY CAUSE ARISING UNDER OR RELATED TO THESE TERMS OR THE MATTERS COVERED BY THEM, OR THE ACTS OR OMISSIONS OF ALEDADE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, IS LIMITED TO DIRECT, ACTUAL, PROVABLE DAMAGES NOT TO EXCEED FIVE-THOUSAND DOLLARS ($5,000). IN NO EVENT WILL ALEDADE BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES OR OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF ALEDADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY A THIRD PARTY AGAINST YOU.
Exclusions and Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Aledade Does Not Practice of Medicine. IN NO EVENT WILL ALEDADE BE DEEMED TO BE ENGAGED, DIRECTLY OR INDIRECTLY, IN THE PRACTICE OF MEDICINE OR THE PROVISION OR DISPENSING OF MEDICAL ADVICE OR MEDICAL SERVICES, NOR WILL WE BE RESPONSIBLE OR LIABLE FOR ANY MEDICAL OR HEALTH CARE-RELATED ACT, OMISSION, INTERPRETATION, DECISION OR JUDGMENT.
You will indemnify, defend and hold harmless Aledade and all of its parents, affiliates or subsidiaries, agents, officers, directors, employees, information providers, licensors and licensees (collectively, “Indemnified Parties”) from and against any and all liability and costs (including, without limitation attorneys’ fees and costs), incurred by the Indemnified Parties in connection with your use of the Aledade App or any claim in connection with or resulting from any breach by you of these Terms. You agree (A) to cooperate fully in Aledade’s defense of any such claim; (B) that Aledade is entitled to select its own counsel, at your expense, to defend it in connection with any such claim; (C) that Aledade, and not you, will have control over the defense of any such claim; and (D) you will not settle any matter involving Aledade, whether or not the settlement binds or is on behalf of Aledade, without our written consent.
Governing Law. These Terms and any dispute between the Parties will be governed by and construed in accordance with the laws of the State of Delaware, including all matters of construction, validity, performance, and enforcement and without giving effect to contrary principles of conflict of laws. You and Aledade submit to the personal jurisdiction of any federal or state court in the State of Delaware and the appellate courts having jurisdiction of appeals in such courts.
Limitation of Time to File Claims. Any claim or cause of action arising out of or related to these Terms or use of the Aledade App must be filed within one (1) year after it arose or be forever barred.
Assignment. You may not assign your rights, duties or obligations under these Terms without our prior written consent, and any attempt to do so without our consent is void.
Force Majeure. We are not liable for any changes or problems out of our control, for example changes or problems caused by natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
No Waiver. Our failure or delay to exercise or enforce any right or provision of these Terms or rights under Applicable Law does not constitute a waiver of such right or provision.
Relationship of the Parties. Nothing in these Terms creates any agency, partnership, or other form of joint enterprise between you, Client, and Aledade.
Survival. The provisions of these Terms that by their nature and context encompass continuing rights or responsibilities will survive termination.
Third-Party Rights. Except as expressly provided to the contrary herein, these Terms will not be construed to confer any right or benefit on any party other than you and us and your and our permitted successors and assigns.
15. Contacting Us.
Questions. If you have questions regarding these Terms, please contact us at [email protected].
Aledade App Support. If you need support with the Aledade App, please contact our Aledade App Support Team at [email protected]