Terms and Conditions
CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT
OF USE (“AGREEMENT OF USE”) WHICH SHALL GOVERN YOUR ACCESS TO www.OpenCareData.com (“The Website”)
INCLUDING ALL SUB-DOMAINS. THE AGREEMENT OF USE SHALL ALSO GOVERN YOUR ACCESS,
USE, DISEMINATION, CONSUMPTION, POSSESSION, OR ANY OTHER PURPOSE OR INTERACTION
WITH The Website. YOUR USE OF The Website CONSTITUTES YOUR AGREEMENT TO COMPLY
WITH THESE TERMS.
The AGREEMENT OF USE is between you as an individual and on
behalf of your company, institution, or any other legal entity (“you”, “your”)
and Venture Development, LLC (“Venture”). By logging onto The Website you
signify your agreement to all of the terms and conditions for using The
Website. The AGREEMENT OF USE shall have the same binding effect as the same
agreement in paper form signed by you. The term “Venture” shall be deemed to
include the Company, its employees, officers, directors, shareholders,
affiliates, agents, representatives, licensors, suppliers, and service
providers. All rights in The Website are exclusively reserved by Venture
Development, LLC and its’ successors.
Acceptance of Terms. The Website is made accessible by
Venture to you subject to the terms of the AGREEMENT OF USE. Venture reserves
the right to update or make changes to the AGREEMENT OF USE from time to time
in VENTURE’s sole discretion. Changes to the AGREEMENT OF USE shall be provided
to you by posting the revised version of the AGREEMENT OF USE on The Website.
You can determine when revisions or changes were made by referring to the
revision date and revision number present in the footer section of the
AGREEMENT OF USE. You agree that you are subject to the AGREEMENT OF USE and to
any additional posted guidelines, rules, terms, or conditions which are
incorporated by reference into this AGREEEMENT OF USE. Venture reserves the
right to, at Venture’s sole discretion, to temporarily or permanently, in whole
or part, to modify or discontinue The Website, with or without notice. You
agree that Venture shall not be liable to you or to any third party for any
modification, suspension, or discontinuance of The Website. YOUR CONTINUED
USAGE OF THE WEBSITE SHALL INDICATE YOUR ACKNOWLEDGEMENT AND AGREEMENT TO ANY
CHANGES TO THE AGREEMENT OF USE.
Unauthorized Use. You are not permitted to modify or
download content from the Website (other than page caching) without express
written consent from Venture. This AGREEMENT OF USE does not authorize or allow
any resale or commercial use of The Website’s contents. No portion of The
Website may be reproduced, duplicated, copied, sold, resold, or otherwise
exploited for any commercial purpose without the express written consent of
Venture. Any Unauthorized Use terminates your permission to use or access the
Website in any manner. You expressly consent that you shall not:
Use The Website for any fraudulent or unlawful purpose
Interfere with or disrupt the operation of The Website and any
applicable servers or networks used to make the Website available.
Upload, transfer, or in any manner transmit Spyware, Malware,
Ransomware, or any computer virus or program to The Website.
Restrict or inhibit any other person or legal entity from using The
Deface, Hack, or otherwise change any contents of The Website.
Adapt, Translate, Reverse Engineer, Decompile, Disassemble any portion
or contents of The Website.
Frame, Embed, or otherwise present The Website as being accessible
outside of a website browser.
Create a database by downloading and storing The Website or The
Extract, Collect, or otherwise download any information from The Website
or The Website’s contents by using any automated process that does not require
human input to execute searches and retrieve results individually.
Execute any searches or retrieval of results more than once every three
Disseminate, share, or otherwise provide plan data or plan data exports
to any parties whom have not agreed to this AGREEMENT OF USE.
Access To The Website. You acknowledge and agree that you
(and not Venture) are responsible for obtaining and maintaining all
telecommunications, broadband, computer hardware, equipment, and services
needed to access The Website. You acknowledge and agree that you are
responsible for any charges and expenses related your Access and Use of The
Website are your sole responsibility.
Data Provided. Venture through The Website shall provide
to You access to rates negotiated by Healthcare Insurance plans relating to the
regulatory requirement for these entities to publish this data (“plan data”).
You can read more regarding this requirement here: https://www.cms.gov/healthplan-price-transparency.
The Data Provided to You is based in part on this information and has been
collected from the various parties who publish this information. Venture has
organized this information to make it accessible to you via healthcare
specialty/taxonomy, metropolitan/micropolitan statistical area (MSA), and
geozip (first three characters of a zip code) (collectively, “search terms”).
Venture may at its’ sole discretion modify, limit, or remove the availability
of any search terms. You are only permitted to download plan data and the
corresponding search terms in excel format (“plan data export”). Venture
reserves the right to utilize any methods to protect against unauthorized use
or dissemination of any plan data exports. You agree that you shall immediately
destroy any plan data export after you have completed your use of such
information. You agree that you shall immediately destroy any plan data export
that you have not accessed for more than 90 calendar days. You acknowledge and
agree that Venture may embed license information, tracking cookies, or any
other information into the excel file that may be used to enforce Venture’s
Scope of Use. You may only use plan data and plan data
exports in connection with your personal or business uses. Your authorized employees,
agents, officers, and directors (“authorized users”) shall be permitted to use
the plan data or plan data exports in connection with your commercial purposes.
You expressly acknowledge and agree that you or your authorized users shall not
disseminate, transfer, or otherwise provide plan data or plan data exports to
any third party (“data sharing”). You hereby agree to pay any fee (including
attorney’s fees) required by Venture to recover and/or destroy any plan data or
plan data exports that you or you authorized users provided to a third party.
You further agree that if data sharing was intentional then you shall
immediately pay to Venture an amount equal to $1,200 for each unique Geozip or
MSA contained in the plan data or plan data exports. You further agree that
Venture shall have be allowed any cause of action including legal penalties and
attorney’s fees in Venture’s efforts to express or enforce Venture’s rights
under this AGREEMENT OF USE.
SUPPORT SERVICES. Venture may provide You support services
during the term of this AGREEMENT OF USE. Venture maintains the right, at
Venture’s sole discretion, to determine scope, availability, method, or
otherwise of any support services provided to you . Venture reserves the right,
at Venture’s sole discretion, to modify or remove support services or any
reason or no reason at all.
GoRev. You may access the plan data exports or plan data
through your GoRev license for the product(s) described at www.GoRev.com or any other Venture Development,
LLC product where this information is provided (“Related Products”). You
acknowledge and agree that any use of the plan data or plan data exports
through Related Products requires that you are subject to this AGREEMENT OF
Payment. You agree to pay to Venture any amounts required by
Venture to access plan data or plan data exports. These amounts shall be in
United States Dollar Denomination and shall be payable to Venture prior to
being granted access to plan data or plan data exports. You acknowledge and
agree that you will be required to pay an amount negotiated by You and Venture
for each Geozip or MSA that you desire access (“negotiated amount”). You
acknowledge and agree that any amounts negotiated amount shall only grant you
access to each specific Geozip or MSA for 365 days. You will be required to
purchase access for a negotiated amount for each 365 day period (“access
period”) that you desire access for each specific Geozip or MSA. Venture
reserves the right to prorate the negotiated amount for an access period of
less than 365 days.
Fees and Expenses. You may also be required to pay Fees or
Expenses relating to a statement of work, travel, lodging, or otherwise that
you have agreed to in writing.
Taxes. Any negotiated amounts or Fees and Expenses due
payment to Venture are exclusive of taxes and similar assessments. Without
limiting the foregoing, You are responsible for all sales, use, and excise
taxes, and any other similar taxes, duties, and charges of any kind imposed by
any federal, state, or local governmental or regulatory authority on any
amounts payable by You hereunder, other than any taxes imposed on Venture’s
income. If and to the extent You qualify under an applicable tax exemption, You
are solely responsible for providing to Venture a copy of Your Sales Tax Exemption
Certificate or such other applicable exemption certificates. If You fail to
provide any applicable exemption certificate, Venture will add any and all
applicable taxes to the amounts otherwise due under this Agreement and any
subsequent invoices. Venture will credit or reimburse You if, subsequent to
receipt of full payment from You of an invoice that includes taxes, You supply
a valid exemption certificate. You acknowledge that Venture will be relying
upon Your determination as to the applicability of any exemption certificate it
may have and You agree to indemnify Venture for any damages (including, but not
limited to, any assessments, penalties, and interest charges levied or imposed
by any tax authority, costs, and professional fees associated with defending
against or complying with any state sales tax audit) Venture incurs to the
extent caused by You submitting to Venture an improper or otherwise invalid
No Deductions or Setoffs. All amounts payable to Venture
under this AGREEMENT OF USE shall be paid by You in full without any setoff,
recoupment, counterclaim, deduction, debit, or withholding for any reason.
Information Accuracy. Venture may attempt to ensure that
all plan data and plan data exports are complete, accurate, and current.
Despite Venture’s best efforts, the plan data or plan data exports may be
inaccurate, incomplete, out of date, or otherwise lacking in accuracy. You
agree that Venture shall not be liable to you for any breach of contract, tort,
or otherwise for Venture failing to maintain any accuracy of any information
You download, retrieve, or otherwise gain from your usage or access to The
Communications. When you visit The Website, login, or send
e-mails to us, you are communicating with Venture electronically and thereby
you consent to receive communications from us electronically (email, website,
or text message) or physically (letters or phone call). You hereby expressly
grant Venture permission to send You emails, letters, text messages (SMS, MMS,
or otherwise), phone calls, or other methods of communications. You agree that
all agreements, notices, disclosures, or other communications that we provide
to you electronically shall satisfy any legal requirement that such
communications be in writing.
Copyright of Venture Development, LLC. All content of The
Website including (but not limited to) text, graphics, logos, names, icons,
images, audio clips, plan data, plan data exports, data compilations, software,
or otherwise that is accessible on or through The Website is the property of Venture
Development, LLC and is protected by Unites States copyright laws. Venture uses
information provided by Health Care Plans, Center for Medicare & Medicaid
Services (CMS), and the U.S Census Bureau. Venture makes no copyright claim to
any information received from these sources and you hereby agree this
information may be subject to copyright by these organizations (“existing
Copyrights”). You agree that you shall not use any plan data or plan export
data in violation of any copyright law.
All other Proprietary Rights. The information, plan data
or plan export data (aside from existing Copyrights), content, materials, on
the Website shall remain the property of Venture Development, LLC. You
acknowledge and agree that your use of The Website or any rights granted to you
under this AGREEMENT OF USE do not transfer, grant, or otherwise provide to You
any ownership rights or intellectual property rights. You agree that any health
plan data or health plan exports are exclusively and continually the property
of Venture Development, LLC. You acknowledge and agree that you are solely
responsible for any costs, charges, expenses, or otherwise to host, maintain,
or otherwise access from your computer(s) or other device(s).
TWO-FACTOR AUTHENTICATION. You acknowledge and agree that
you shall be required to access The Website via two-factor authentication which
will require your use of a cellular phone device. You acknowledge and agree
that you shall not be provided access to The Website without two-factor
authentication. You acknowledge and agree that all costs, charges, expenses, or
otherwise related to two-factor authentication are your sole responsibility.
DISCLAIMER OF WARRANTIES. VENTURE PROVIDES THE WEBSITE AND
ITS’ CONTENTS TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY
WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU AGREE THAT
YOU SHALL EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH THE USE OF THIS WEBSITE
INCLUDING WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR
USEFULNESS OF ANY INFORMATION, PLAN DATA, PLAN DATA EXPORTS, THAT IS AVAILABLE
OR LICENSED THROUGH THE WEBSITE. VENTURE DISCLAIMS ALL WARRANTIES WITH RESPECT
TO THE WEBSITE INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NONINFRINGMENT
AND TITLE. VENTURE DOES NOT WARRANT THAT THE WEBSITE IS FREE OF VIRUES OR OTHER
HARMFUL COMPONENTS. YOU ACKNOWLEDGE AND AGREE THAT VENTURE SHALL NOT BE LIABLE
FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE WEBSITE INCLUDING BUT
NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR
OTHERWISE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR
THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU,
SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY
TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMISSABLE BY
LAW VENTURE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, EXCEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND. YOU EXPRESSLY
ACKNOWLEDEGE AND AGREE THAT THE MAXIMUM MONETARY LIABILITY IN AGGREGATE THAT
VENTURE SHALL OWE YOU SHALL BE $1.00 (“Maximum Award”). YOU
EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU SHALL NOT SEEK THROUGH BREACH OF
CONTRACT, TORT LAWS, NEGLIGENCT, OR ANY OTHER CAUSES OF ACTION IN EXCESS OF THE
MAXIMUM AWARD. YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR
DISSATISFACTION WITH THE WEBSITE OR THE SERVICES IS TO STOP USING THE WEBSITE.
INDEMNITY. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS
VENTURE FROM ANY AND ALL CLAIMS, LOSSES, COSTS, EXPENSES, ATTORNEY’S FEES, OR
OTHERWISE ARISING OUT OF YOUR USE OF OR ACTIVITIES IN CONNECTION WITH THE
WEBSITE (“GRANDTED INDEMNITY”). YOU FURTHER AGREE TO GRANTED INDEMNITY FOR ANY
VIOLATION OF THIS AGREEMENT OF USE BY YOU.
Termination. This AGREEMENT OF USE shall be effective
until terminated. Venture, at its sole discretion, may terminate the AGREEMENT
OF USE with you at any time for any reason including no reason at all. Upon any
such termination, you agree to immediately cease any usage of The Website and
agree to destroy any property of Venture that you maintain in your possession.
Governing Law and Jurisdiction. This Agreement is governed
by and shall be construed in accordance with the laws of the State of Texas,
U.S.A., without regard to its principles of conflicts of law. Venture does not
represent or warrant that The Website or any part thereof is appropriate or
available for use in any particular jurisdiction other than the United States.
Any dispute arising under or relating to this Agreement shall be subject to the
exclusive jurisdiction of a state or federal court located in the County of Montgomery
in the State of Texas, and you agree to submit to the personal and exclusive
jurisdiction and venue of such courts.
BLUE PEN DOCTRINE. If any provision of this Agreement is found to
be unlawful, void or for any reason unenforceable, that provision will be
deemed severable from this Agreement and will not affect the validity and
enforceability of any remaining provision.
TRANSFERABILITY. You may not assign, transfer, or sublicense any
or all of your rights or obligations under this Agreement without our express
prior written consent from Venture.
ENTIRE AGREEMENT. This, together with all policies referred to
herein, is the entire Agreement between you and Venture relating to the subject
matter herein and supersedes any and all prior or contemporaneous written or
oral agreements or understandings between you and the Venture relating to such
SURVIVAL. Sections III (Unauthorized Use), IX (Payment), XI
(Taxes), XIII (Information Accuracy), XV (Copyright of Venture Development,
LLC), XVI (All other Proprietary Rights), XIX (Limitation of Liability), XVIII
(Disclaimer of Warranties), XX (Indemnity) and any other right, obligation, or
provision of this AGREEMENT OF USE that, by its nature, should survive the
termination or expiration of the AGREEMENT OF USE, will survive any expiration
or termination of this AGREEMENT OF USE
OF AGREEMNT. This AGREEMENT OF USE shall not be presumptively construed for
or against either party. The headings and section titles are used for
convenience only and will not affect the construction or interpretation of this
AGREEMENT OF USE.
If any provision of this AGREEMENT OF USE is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or
unenforceability will not affect any other term or provision of this Agreement
or invalidate or render unenforceable such term or provision in any other
NO THIRD-PARTY BENEFICIARIES. Except as may be expressly set
forth herein, this AGREEMENT OF USE is for the sole benefit of the parties
hereto and their respective successors and permitted assigns and nothing
herein, express or implied, is intended to or shall confer upon any other
Person any legal or equitable right, benefit, or remedy of any nature
whatsoever under or by reason of this AGREEMENT OF USE.
NOTICES. All questions or legal notices regarding this agreement
shall be sent by You to legal@OpenCareData.com.
Written questions or notices may be mailed to:
Venture Development, LLC
200 Medical Drive, Suite C1A
Carmel, IN 46032