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.

 

I.                     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.

II.                   Privacy Policy. Any information you submit through the Website is governed by Venture’s privacy policy which can be located www.OpenCareData.com/privacy (“Privacy Policy”). YOUR USAGE OR CONTINUED USAGE OF THE WEBSITE SHALL INDICATE YOUR ACKNOWLEDGEMENT AND AGREEMENT TO THE PRIVACY POLICY.

III.                 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:

                                                               i.      Use The Website for any fraudulent or unlawful purpose

                                                             ii.      Interfere with or disrupt the operation of The Website and any applicable servers or networks used to make the Website available.

                                                           iii.      Upload, transfer, or in any manner transmit Spyware, Malware, Ransomware, or any computer virus or program to The Website.

                                                           iv.      Restrict or inhibit any other person or legal entity from using The Website.

                                                             v.      Deface, Hack, or otherwise change any contents of The Website.

                                                           vi.      Adapt, Translate, Reverse Engineer, Decompile, Disassemble any portion or contents of The Website.

                                                          vii.      Frame, Embed, or otherwise present The Website as being accessible outside of a website browser.

                                                        viii.      Create a database by downloading and storing The Website or The Website’s contents.

                                                            ix.      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.

                                                             x.      Execute any searches or retrieval of results more than once every three seconds.

                                                            xi.      Disseminate, share, or otherwise provide plan data or plan data exports to any parties whom have not agreed to this AGREEMENT OF USE.

IV.                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.

V.                  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 rights.

VI.                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.

VII.               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.

VIII.             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 USE.

IX.                 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.

X.                   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.

XI.                 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 exemption certificate.

XII.               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.

XIII.             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 Website.

XIV.             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.

XV.              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.

XVI.             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).

XVII.           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.

 

XVIII.         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.

XIX.             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.

XX.               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.

XXI.             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.

XXII.           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.

XXIII.         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.

XXIV.         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.

XXV.           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 subject matter.

XXVI.         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

XXVII.       CONSTRUCTION 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.

XXVIII.     SEVERABILITY. 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 jurisdiction.

XXIX.         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.

XXX.           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