TERMS OF USE

Welcome to the CoalitionAmerica.com (“CAI”) website (“Site”). By accessing or using CAI’s Site, you (“you,”, “your”, or “the user”) may access valuable information and services available through the Site. By entering this Site and viewing its contents, you indicate that you understand and agree to be bound by the terms and conditions of this Site (“Terms of Use”) which take effect immediately upon your first use of the Site. If you do not agree with the terms in these Terms of Use, you must exit the Site. These terms may be modified from time to time. Continued access of the Site by you will constitute your acceptance of any changes or revisions to these Terms of Use. Your failure to abide these rules, whether listed below or as may be posted at various points within the Site, may result in suspension or termination, without notice, of your access to the Site.

Confidentiality.

Your right to use the Site is personal to you and you may not authorize others to use the Site.  You are responsible for all use by you and those you allow to use the Site.  You may not sub-license, transfer, sell or assign these Terms of Use to any third party without the written approval of CAI.  Any attempt to do so will be null and void and shall be considered a material breach of these Terms of Use.  You shall be solely responsible for maintaining the confidentiality of your password and for all usage or activity under your login.  Your usages is only intended for you as the designated signee of these terms and shall not be provided to others.  Should you have any reason to believe that your login is no longer secure, immediately notify CAI at 404.459.7201 and ask for the QPF Administrator.

Disclaimer of Warranty/Limitation of Liability.

Use of the Internet and this Site is solely at your own risk. While CAI has endeavored to create a secure and reliable Site, please be advised that the confidentiality of any communication or material transmitted to CAI over the Internet cannot be guaranteed and that all information is provided on an AS-IS, AS-AVAILABLE basis.

Questionable Provider File Service Terms and Conditions For Authorized Users (“Terms and Conditions”)

[CHANGES FROM SEPARATE TERMS AND CONDITIONS ARE MARKED]


A. Description of the Questionable Provider File Services. CAI has developed the QPF Service by acquiring data from various data sources. CAI obtains the underlying data used in the QPF Service from third parties, including public records, the accuracy of which is dependent on the accuracy of the government agencies, court systems or other entities providing the data. The QPF Service includes data on health care providers, including but not limited to, licensing, disciplinary/court action and criminal records. The content of the QPF Service will be updated from time to time to reflect changes; however, there can be no guarantee that the updated data obtained from the various data sources will always be current. CAI has developed the QPF Service solely for purposes of enabling users authorized by CAI or its clients (“Authorized Users”) to research individual health care providers and to cleanse their provider demographic data files. Unless expressly authorized by CAI in writing, the QPF Service may not be used for any purpose other than as described herein

B. Term. The term of these Terms and Conditions shall commence upon the date an Authorized User accesses the QPF Service and shall continue until terminated as provided herein.

C. Fees. Use of the QPF Service is subject to payment of all applicable fees.

D. Disclaimers of Warranty; Limitation of Liability. CAI represents and warrants that it has been granted sufficient rights to use the data included in the QPF. CAI has exercised due care in the gathering and compiling of the data included in the QPF; however, there can be no guarantee that the data obtained from the various data sources, including government agencies, court systems and other entities, will always be accurate or completely current. EXCEPT AS EXPRESS SET FORTH ABOVE IN THIS PARAGRAPH, THE QPF SERVICE IS PROVIDED ON AN AS-IS, AS-AVAILABLE BASIS.

Except for the gross negligence or willful misconduct of CAI, CAI shall not be responsible to the Authorized User, or any other party that utilizes the QPF through Authorized User for any losses arising out of or caused in whole or in part by CAI’s acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating, performing or delivering the QPF Service under these Terms and Conditions. TO THE EXTENT ANY LOSS WHATSOEVER IS ATTRIBUTABLE TO CAI FOR SERVICES PROVIDED HEREIN OR OTHERWISE ARISES UNDER THIS AGREEMENT, THE ABSOLUTE MAXIMUM LIABILITY OF CAI SHALL NOT EXCEED THE FEES PAID TO CAI FOR THE QPF SERVICES FOR THE IMMEDIATE PRIOR SIX (6) MONTH PERIOD. IN NO EVENT SHALL CAI BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATED TO THE QPF SERVICE OFFERED HEREIN OR OTHERWISE ARISING UNDER THIS AGREEMENT. Authorized User acknowledges that they are solely responsible for determining how to act upon the results of the QPF screening. Authorized User expressly agrees that they, or any other party that utilizes the QPF through Authorized User will not bring any claim or lawsuit against CAI or any data suppliers of CAI related to any of the services provided herein through CAI.

Except for the gross negligence or willful misconduct of, or breach of these Terms and Conditions by CAI, Authorized User hereby agrees to protect, indemnify, defend and hold harmless CAI and all third parties from and against any and all costs, claims, demands, damages, losses and liabilities (including actual attorneys’ fees) arising from or in any way related to use of information by Authorized User (or any third party receiving such information from or through Authorized User) furnished by or through Authorized User to the extent such costs, claims, demands, damages, losses or liabilities (including actual attorneys' fees).

E. Misuse Of Service Or Information. Authorized User agrees to take appropriate measures so as to protect against the misuse of the QPF Service. Authorized User agrees that CAI may, upon presentation of credible evidence of suspected misuse, temporarily suspend Authorized User’s access for up to ten (10) business days pending an investigation of use. Authorized User agrees to reasonably cooperate with any and all such investigations. If misuse is confirmed through investigation, CAI may immediately terminate this Agreement and seek other remedies available under law. 

F. Changes In Use Or Access. CAI may, at any time, impose restrictions and/or prohibitions on the Authorized User’s use of the QPF Service or certain data. Authorized User understands that such restrictions or changes in access may be the result of a modification in CAI policy, a modification of third-party agreements, a modification in industry standards, or a change in law or regulation. Upon written notification by CAI of such restrictions, Authorized User agrees to comply with such restrictions. Authorized User may terminate these Terms and Conditions immediately without liability and with a refund of any prepaid fees in the event that such restriction or prohibition results in a material reduction in the QPF Service or data available to Authorized User.

G. Termination. The QPF service may be cancelled at any time during the first sixty (60) days by the Authorized User. Either party may cancel the QPF Service by providing sixty (60) days written notice to the other party. Written cancellations by Authorized User should be sent to: Coalition America, Inc., PO Box 468476, Atlanta, GA 31146 Attn: Scott S. Smith.

H. Confidentiality. Authorized User agrees not to share QPF files, passwords, or other data accessed through QPF with any unauthorized third parties.

I. Authorized User Terms and Conditions. Any access by Authorized Users to the QPF Service is subject to the other terms of these Terms of Use.

J. Governing Law. THESE TERMS AND CONDITIONS SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION OF CONTRACTS FOR THE INTERNATIONAL SALES OF GOODS. ANY ACTION TO ENFORCE THESE TERMS OF USE WILL BE BROUGHT IN THE FEDERAL OR STATE COURTS PRESIDING IN FULTON COUNTY, GEORGIA, AND BOTH PARTIES EXPRESSLY AGREE TO BE SUBJECT TO THE JURISDICTION OF SUCH COURTS.

K. Other Agreements. In the event Authorized User has entered into a Client Services Agreement with CAI, these Terms and Conditions shall be deemed supplemental to the Client Services Agreement. All other terms and conditions of the Client Services Agreement shall apply. To the extent any provisions of these Terms and Conditions are inconsistent with the terms and conditions of the Client Services Agreement as it relates to QPF Services, the provisions of these Terms and Conditions will prevail.

Copyright/Trademark.

All materials contained in the Site, including all text, graphics, layout and display, are protected by law, including but not limited to U.S. copyright, trade secret, and trademark law, as well as other state, national and international laws and regulations. The compilation, collection, selection, arrangement, assembly and coordination of all content available on the Site is the exclusive property of CAI. You agree not to copy, modify, adapt, reproduce, translate, distribute, transmit, decompile, or dissemble any aspect of the Site.

Privacy Policy.

CAI is required to abide by the terms and conditions of the federal regulations governing Protected Health Information (“PHI”) under the Health Insurance Portability and Accountability Act of 1996 and is required by law to maintain the privacy of PHI and to provide notice of our legal duties and privacy practices with respect to PHI.

CAI has developed a Privacy Policy outlining CAI’s personal data collection and use practices. Should you wish to read CAI’s Notice of Privacy, you may review this notice by accessing www.coalitionamerica.com/hippa/hipaa.asp. CAI urges you to read the Notice of Privacy so that you will understand both our commitment to you and your privacy.

Force Majeure.

CAI will not be liable for any loss resulting from a cause over which they do not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, acts of God, fires, strikes, labor disputes, war, or governmental restrictions.

Indemnity.

You agree to indemnify CAI and its affiliates, employees, agents and representatives, and to hold them harmless, from any and all claims and liabilities (including attorneys fees) which may arise from your use of the Site, from your unauthorized use of material obtained through the Site, or from your breach of these Terms of Use, or from any such acts though your use of the Site.

These Terms of Use shall become effective at the time you enter and begin using the Site. CAI reserves the right at any time to deny you access to the Site or any portion thereof, and to terminate these Terms of Use.

Miscellaneous.

Use of this Site is subject to all applicable local, state, national, and international laws and regulations. Failure to insist on strict performance of any term of these Terms of Use will not operate as a waiver of any subsequent default or failure of performance. No waiver of any term of these Terms of Use will be valid unless in writing and acknowledged by both parties. If any portion of these Terms of Use is held invalid or unenforceable by a court of competent jurisdiction, the remaining portions will remain valid, enforceable, and carried into effect. No joint venture, partnership, employment, or agency relationship exists between you and CAI as a result of these Terms of Use or your use of the Site. Any rights not expressly granted herein are reserved. These Terms of Use, CAI’s Privacy Policy and other agreement listed on specific sections of this Site constitute the entire agreement between you and CAI with respect to your use of the Site.

You represent that you have read these Terms of Use, understand its terms, and agree to be legally bound by it. You acknowledge that, in providing you access to and use of the Site, CAI has relied on your agreement to be bound by the terms of these Terms of Use.

Last Modified: August 31st, 2006