Terms of Use - Provider Referral

The following are the terms of use (“Terms of Use”) for the Online Provider Referral Portal (the “Provider Portal”) owned and operated by Sheltering Arms Hospital (“Sheltering Arms”), which allows licensed health care providers to electronically submit referrals for physical medicine and rehabilitation services to Sheltering Arms. These Terms of Use constitute a binding legal contract between Sheltering Arms (“we,” “us,” or “our”) and you (“you” or “your”) that governs your use of the services of the Provider Portal.

BY USING THIS PROVIDER PORTAL IN ANY MANNER WHATSOEVER, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT ACCESS OR USE THE PROVIDER PORTAL IN ANY MANNER WHATSOEVER.

1. Use of the Provider Portal

You represent and warrant that you (i) are a licensed doctor of medicine, osteopathy, chiropractic, podiatry, dental surgery, licensed nurse practitioner as authorized in his practice protocol, or a licensed physician assistant acting under the supervision of a licensed physician and (ii) have the legal authority to issue a referral for physical medicine and rehabilitation services. You understand and agree that you will only use the Provider Portal to transmit to Sheltering Arms referrals for physical medicine and rehabilitation services that are medically necessary. You, and not Sheltering Arms, are entirely responsible for any information or data that you transmit to Sheltering Arms through the Provider Portal. You represent and warrant that all information you transmit through the Provider Portal to Sheltering Arms in a referral is true, accurate and complete. You acknowledge that by logging into the Provider Portal, completing the online referral form for physical medicine and rehabilitation services a patient, electronically signing the online referral form, and completing the required attestation confirming the validity of your electronic signature, your referral transmitted to Sheltering Arms through the Provider Portal will have the force and effect of a valid referral.

2. Username and Password; Collection of Personal Information

You will create a user name and password upon completing the registration process for a Provider Portal account. You are responsible for maintaining the confidentiality of your password and are fully responsible for all activities that occur under your account. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your account. It is your sole responsibility to (i) maintain the confidentiality of your user name and password; and (ii) promptly inform Sheltering Arms of any need to deactivate or reset an account. You agree to immediately notify Sheltering Arms of any unauthorized use of your password or account or any other breach of security and to ensure that you exit from your account at the end of each session. Sheltering Arms is not responsible for breaches of confidentiality caused by you or an independent third party.

Sheltering Arms collects personal identification information that you choose to share with it when you register for a Provider Portal account. You understand and agree that all information that you provide during the account registration process will be true, accurate and complete. Information from registration is saved to our database. This enables you to use the personalized features on the Provider Portal on a recurring basis. This saved personal identification information is collected only with your permission and may be updated or deleted by you at any time. If you choose to forgo providing the information required for registration, you may not register for the Provider Portal. If you choose to delete existing information and not replace it, your access to the Provider Portal will be terminated.

3. Compliance with Applicable Laws

Your access to the Provider Portal is not conditioned upon the volume or value of referrals between the Parties and at all times shall comply with the requirements of applicable laws including, but not limited to, the Federal fraud and abuse laws, the Physician Self-Referral Law and the Anti-Kickback statute. You have no obligation whatsoever to refer patients to or utilize the facilities of Sheltering Arms but you have the option to do so for those patients for who you deem it medically necessary and appropriate.

Both you and Sheltering Arms are covered entities as defined in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). The Patient Portal is designed to be compliant with all applicable requirements under HIPAA. You understand and agree that you remain responsible for compliance with HIPAA and agree to only use the Provider Portal in such a compliant manner. Any and all referrals submitted by you to Sheltering Arms through the Provider Portal shall be solely be for Treatment purposes, as that term is defined in HIPAA, and will be submitted and received through secured transmissions.

4. Proprietary Rights

All Provider Portal design, text, graphics, and the selection and arrangement thereof are copyrights of Sheltering Arms, © 2012 Sheltering Arms. All Rights Reserved.

This Provider Portal is protected by the copyright laws of the United States and foreign countries. Title to the Provider Portal’s contents is owned by Sheltering Arms or its licensors, and all use thereof inures to the benefit of Sheltering Arms or its licensors. You are only permitted to use the Provider Portal as expressly authorized by us or the specific content provider. Except for making a single copy of each completed referral form for you to maintain in your respective patient’s medical record, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from the Provider Portal by any form or by any means without prior written permission from us, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on the Provider Portal. Any unauthorized use of the materials appearing on the Provider Portal may violate copyright, trademark, and other applicable laws and could result in criminal or civil penalties. We do not warrant or represent that your use of the materials displayed on, or obtained through, the Provider Portal will not infringe on the rights of third parties.

All custom graphics, icons, and service names are registered trademarks, trademarks, or service marks of Sheltering Arms. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of Sheltering Arms. All authorized use is further subject to your agreement not to obliterate, change, or remove the proprietary notices that are contained in the Provider Portal, such as the copyright notice: "© 2012 Sheltering Arms. All Rights Reserved." If you violate these or any other Terms of Use, your permission to use or continue using the Provider Portal terminates automatically.

5. Termination

You acknowledge and agree that Sheltering Arms may suspend or terminate your account and/or deny you access to, use of all or part of the Provider Portal, without prior notice, if you engage in any conduct that Sheltering Arms believes, in its sole discretion: (a) violates any term or provision of the Terms of Use, (b) violates the rights of Sheltering Arms or third parties, or (c) is otherwise inappropriate as determined in the sole discretion of Sheltering Arms. In addition, Sheltering Arms reserves the right to terminate inactive accounts in its sole discretion. You agree that upon termination, we may delete all files and information related to your account and may bar your access to the Provider Portal. You agree that Sheltering Arms shall not be liable to you or any third-party for any termination of your access to the Provider Portal.

6. Indemnification

You agree that you are solely responsible for your use of the Provider Portal including, but not limited to, all referral forms that you transmit to Sheltering Arms through the Provider Portal, and you will defend, indemnify, and hold Sheltering Arms, its officers, directors, affiliates, employees, agents, licensors, and suppliers, harmless from and against any claims, actions, or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your use of the Provider Portal. This obligation will survive the termination of your Patient Portal account or the Provider Portal itself.

7. Disclaimer of Warranties

THE PROVIDER PORTAL AND ANY INFORMATION CONTAINED THEREIN OR PROVIDED THROUGH THE PROVIDER PORTAL ARE PROVIDED ON AN “AS IS” BASIS. SHELTERING ARMS WILL REGARD ALL ACCESS TO AND USE OF THE PROVIDER PORTAL AS VOLUNTARY AND AT YOUR SOLE RISK.

TO THE FULLEST EXTENT ALLOWED BY LAW, SHELTERING ARMS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SHELTERING ARMS MAKES NO WARRANTY THAT (i) THE PROVIDER PORTAL WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (ii) THE INFORMATION THAT MAY BE OBTAINED THROUGH THE PROVIDER PORTAL WILL BE ACCURATE OR RELIABLE.

8. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT SHELTERING ARMS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT ARISE FROM YOUR USE OR INABILITY TO USE THE PROVIDER PORTAL, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR INJURY, ILLNESS, DISABILITY, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SHELTERING ARMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SHELTERING ARMS EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO SHELTERING ARMS FOR ACCESS TO AND USE OF THE PROVIDER PORTAL. THE SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PROVIDER PORTAL WILL BE TO STOP USING IT.

9. Modification of Provider Portal

Sheltering Arms reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Provider Portal (or any part thereof). You agree that Sheltering Arms shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Provider Portal. Sheltering Arms may specify from time to time the version(s) of related products required in order to use the Provider Portal (e.g. supported browsers).

10. Choice of Law

You agree that with respect to any suit, action or proceeding arising out of or in connection with any dispute with us related to the Provider Portal, (i) you will submit to the state or federal courts of the State of Virginia, and (ii) you irrevocably waive any objection that you may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating hereto brought in any such court; irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum; and irrevocably waive the right to object, with respect to any such claim, suit, action or proceeding brought in any such court, that such court does not have jurisdiction over you.

You agree that these Terms of Use, as well as any suit, action or proceeding arising out of or in connection with any dispute with us related to the Provider Portal shall be governed by and construed in accordance with the laws of the State of Virginia in all matters, including, without limitation, its validity, construction, interpretation and performance, without regard to provisions regarding conflicts of law.

11. Amendment

Sheltering Arms may modify and amend these Terms of Use at any time. Any modifications made will be effective immediately upon posting on the Provider Portal. You agree to review the Terms of Use posted on the Provider Portal each time you access it so that you are aware of any modifications made to the Terms of Use. If you disagree with any modifications, you must cease all access to and use of the Provider Portal. Your continued access to and use of the Provider Portal will be deemed your acceptance of the modified Terms of Use.

12. Assignment and Waiver

We may assign these Terms of Use, in whole or in part, in our sole discretion. You may not assign your rights under these Terms of Use without our prior written permission. Any attempt by you to assign your rights under these Terms of Use without our permission shall be void.

The waiver by us of a breach of any provision of these Terms of Use shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different kind.

13. Severability and Complete Agreement

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms of Use shall continue in effect. These Terms of Use constitute the entire agreement between you and Sheltering Arms with respect to your use of its Provider Portal.