Provider User Agreement
Last Revision Date: 09/29/2011
Revised: Section 27
The terms and conditions of this Provider User Agreement (the “Agreement”) govern your use of the websites of Magellan, including, but not limited to, your use of any Services, as defined below, provided on or through this site. Please read the following carefully before using the Magellan websites. If, after reading the Provider User Agreement, you agree to comply with the terms and conditions set forth herein, please check the “I Agree” box at the end of this Agreement. Your access to the secure areas of the Magellan website will be available when Magellan receives notification that you have approved the Agreement and you receive your username and password.
1. ACCEPTANCE OF TERMS
Welcome to The Magellan Provider website, a service of Magellan Health Services, Inc. and its affiliates, CMG Health, Inc., Green Spring Health Services, Inc., Human Affairs International, Merit Behavioral Care and their respective affiliates and subsidiaries (hereinafter referred to collectively as “Magellan”). Magellan will make certain Services, as defined below, available to you, subject to the terms and conditions of this Agreement, which may be revised by Magellan from time to time. If Magellan revises the Agreement, you will be notified when you login to the Magellan website. If you continue to use the Magellan website after you are notified of any changes, you will be deemed to have accepted the revised terms and conditions and agree to comply with the Agreement as amended. You can review the most current version of the Agreement at any time by clicking on "User Agreement." In addition, when using particular Services, you agree to comply with all posted conditions and guidelines applicable to such Services. All such conditions and guidelines, as amended from time to time, are hereby incorporated by reference in the Agreement.
2. DESCRIPTION OF SERVICES
The website and the Services gives you access to information relating to including, but not limited to, claims, clinical document submission, provider related processes, credentialing and recredentialing, contracting, provider demographics, and general information (herein referred to as the “Service” or "Services"). If Magellan adds new Services or features that augment or enhance any Services, then such new, augmented or enhanced Services shall be subject to the terms and conditions of the Agreement. Magellan assumes no responsibility for the timeliness, deletion, delivery failure, delivery to an unintended recipient or failure to store any user communications or personalization settings.
3. PROVIDER OBLIGATIONS
To use the websites and/or Services, you are responsible for:
- obtaining access to the World Wide Web, either directly or through devices that access Web-based content, and
- paying all fees associated with such access. In addition, you are responsible for obtaining and maintaining all equipment necessary to make such connection to the World Wide Web, including a computer, modem or other access device.
In consideration of use of the websites and/or Services, you agree to:
- provide current, true, accurate, and complete information about yourself, your entity and/or your organization as prompted by the Service registration form (such information being referred to herein as the "Registration Data") and
- provide the last four digits of your social security number or Federal Taxpayer Identification Number to be used as your Service identifier.
- perform all credentialing and recredentialing functions that involve submission of applications to Magellan.
If you provide any information that is untrue, inaccurate, not current or incomplete, or Magellan has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Magellan shall have the right to suspend or terminate your account, deny you current and/or future use of the Services (or any portion thereof) and/or terminate this Agreement.
In accordance with applicable state and federal law, you and Magellan will maintain the confidentiality of patient information provided by you or Magellan and such information will not be released to any other person or entity, except Magellan’s applicable customer, applicable members, governmental agencies or accreditation agencies as permitted in accordance with applicable state and federal law.
5. PASSWORD AND SECURITY
Magellan will assign a username and password to you to access the Services, however, you will not be able to access the Services unless you check the box indicating that you agree to the terms and conditions of this Agreement. You are responsible for maintaining the confidentiality of your password. You are responsible for all activities conducted using your password whether such activities are conducted by you, your Administrator, as hereinafter defined, your Proxy, as hereinafter defined or any other person accessing the Services using your password. You agree to:
- immediately notify Magellan of any unauthorized use of the Services, your password or any other breach of security, and
- ensure that you, your Administrator and/or your Proxy exit from the website at the end of each session.
Magellan will not assume any liability for any losses or damages arising from your failure to comply with the provisions of this Section 5.
6. DESIGNATION OF ADMINISTRATOR; USE OF PROXIES
If you are an individual, provider, group provider or organizational provider, you shall designate an administrator (“Administrator”) who may establish proxy users (“Proxy” or “Proxies”) locally using the “User Administrator Tool” on The Magellan Provider website. Administrators shall use the User Administrator Tool to establish new authorized users, change user access information and/or terminate user access. If you are an individual provider who wants to designate Proxies, you are required to designate yourself as the Administrator. If you are a group or organizational provider, the Administrator shall be designated by the group’s or organizational provider’s authorized representative. The Administrator shall:
- provide true, accurate, current and complete information about the Administrator and all Proxies as required by the User Administration Tool, including, but not limited to, providing the Administrator’s and Proxy’s social security numbers and e-mail addresses; and
- terminating access to the Services by an user who no longer needs access to the Services. You are responsible for all activities performed by your Administrator, all users designated by the Administrator and any individual utilizing your password.
The Services allow you to designate Proxies. Proxies may be administrative or support staff that you authorize to access Services on your behalf. Providers affiliated with a group practice or organization may be designated as a Proxy. If you designate a Proxy, you are responsible for all activities performed by or omissions of your Proxy. Proxies shall access information on a need to know basis in connection with their authorized use of Services.
If you designate a Proxy, you shall:
- provide true, accurate, current and complete information about the Proxy prompted by the Service registration form, and
- provide the last four digits of the social security number to be used as his/her Service identifier.
If any information provided about the Proxy is untrue, inaccurate, not current or incomplete, or Magellan has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Magellan shall have the right to suspend or terminate your account and refuse you, your Administrator and/or any of your Proxies current and/or future use of the Services (or any portion thereof) and/or terminate this Agreement.
All Proxies designated by you shall be specifically identified individuals. “Generic” Proxies will not be accepted.
You shall require your Administrator, Proxies and/or any users designated by you to comply with and be bound by all terms of this Agreement. You shall immediately notify Magellan, in writing, in the event that your Administrator and/or a Proxy ceases to be authorized hereunder for any reason.
You agree to not use the Magellan websites and/or the Services to:
- Upload, post, e-mail or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of the privacy of another, hateful or racially, ethnically or otherwise objectionable;
- Impersonate or misrepresent your affiliation with any person or entity;
- Upload, post, e-mail or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements, or copyrighted information) or infringe upon any patent, copyright, trademark or trade secret;
- Upload, post, e-mail or otherwise transmit any material that contains software viruses, Trojan horse or worm or harmful component or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, unsolicited advertising promotional materials, junk mail, spam, chain letters or any form of solicitation on the site through the Services;
- Disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Services are able to type, or otherwise act in a manner that negatively affects the ability of other users to engage in real time exchanges;
- Intentionally or unintentionally violate any applicable local, state, national or international law;
- “Stalk” or otherwise harass another, or collect or store personal data about other users;
- Interfere with, obstruct or hamper another user’s use or quiet enjoyment of the Services; or
- Interfere with or disrupt networks connected to the Services or violate any regulations, policies and procedures of networks connected to the Services.
8. COMPUTER SECURITY COMPLIANCE
Any system that you use to connect to Magellan systems via the Internet or other means shall comply with all applicable federal and state laws, including, but not limited to, Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) and its accompanying privacy and security requirements, for the protection of private health information and individually identifiable health information and confidentiality laws.
You shall defend, hold harmless and indemnify Magellan and its officers, agents, co-branders or other partners, and employees against any and all claims, liability, damages or judgments, including, but not limited to, reasonable attorneys’ fees, that arise out of your Administrator’s, any Proxy’s, any designated individual’s and/or your use of the Magellan websites and/or the Services, connection to the Services, breach of the terms of the Agreement, violation of any rights of another or violation of any applicable state or federal law.
10. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, the Magellan websites, the Services or any portion of the Services, use of the Services, or access to the Services.
11. GENERAL PRACTICES REGARDING USE AND STORAGE
Magellan may establish practices and limits concerning use of the Magellan’s websites and the Services. Magellan shall have no responsibility or liability for your deletion or failure to store any messages and other communications or other information maintained or transmitted by the Magellan websites or the Services. Magellan reserves the right to log off accounts that are inactive for a period of time as determined by Magellan, in its sole discretion. Magellan reserves the right to change practices and limits at any time, in its sole discretion, with or without notice.
12. MODIFICATIONS TO SERVICES
Magellan reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Magellan’s websites and the Services or any part thereof with or without notice. Magellan shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Magellan’s websites and the Services or any parts thereof.
Magellan shall have the right to terminate this Agreement, without cause, upon thirty (30) days’ prior written notice. Magellan, in its sole discretion, may terminate your username, your Administrator, and/or any Proxy or the use of the Magellan’s websites and the Services by you, your Administrator and/or any Proxy, and remove and discard any content within the Services, if Magellan reasonably determines that you, your Administrator, any Proxy or any user designated by you have breached the terms of the Agreement. Magellan may, in its sole discretion, at any time discontinue providing the Services, or any part thereof, to you with or without notice. Magellan shall have the right to immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services by you, your Administrator, any Proxy and/or any individual designated by you. Magellan shall not be liable to you or any third party for any termination of your access to the Services. The terms and conditions in this Agreement will survive termination.
14. PROPRIETARY RIGHTS
Magellan retains ownership of the Magellan’s websites and the Services and any material provided thereunder, and all rights, title and interest therein, including, without limitation, all patents, copyrights, trade secrets, trademarks and other proprietary rights. You acknowledge and agree that the Magellan’s websites, the Services and any necessary software used in connection with the Magellan’s websites and the Services ("Software") are proprietary and confidential and are protected by applicable intellectual property and other laws. Except as expressly authorized by Magellan, you shall not modify, rent, lease, loan, sell, distribute or create derivative works based on Magellan’s websites, the Services or the Software, in whole or in part. You shall not claim or assert any right or title to the Magellan’s websites, the Services and/or Software.
You specifically agree to keep confidential and not to disclose to others any and all confidential and proprietary information available through the Magellan websites and/or the Services, including, but not limited to, rate information. You agree not to use any such confidential information of Magellan except in conjunction with the purposes of this Agreement.
You shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Magellan’s websites, the Services or Software. You shall not modify the Magellan’s websites, the Services or the Software in any manner or form, or use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Services. You shall not access the Magellan’s websites and the Services by any means other than through the interface that is provided by Magellan for use in accessing the Services.
In the event of any breach of the terms of this section by you, your Administrator, any Proxy and/or any individual designated by you, you acknowledge and agree that Magellan would suffer irreparable harm and shall therefore be entitled to seek relief, including, but not limited to, injunctive relief. The terms of this Section shall survive termination of this Addendum.
15. DISCLAIMER OF WARRANTIES
SUBJECT TO APPLICABLE STATE AND FEDERAL LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:
- YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAGELLAN EXPRESSLY DISCLAIMS 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.
- MAGELLAN MAKES NO WARRANTY THAT: (i) THE SERVICES WILL MEET YOUR NEEDS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY AND/OR ERROR-FREE, (iii) ANY RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (iv) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MAGELLAN OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
16. LIMITATION OF LIABILITY
SUBJECT TO APPLICABLE STATE AND FEDERAL LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT MAGELLAN AND ITS AFFILIATES, SUBSIDAIRIES, OFFICERS, DIRECTORS OR EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OF DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MAGELLAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (iv) ANY OTHER MATTER RELATING TO THE SERVICES.
Except as stated otherwise, any notices to you by Magellan may be given via e-mail and notice by e-mail shall be deemed given twenty-four (24) hours after the e-mail is sent, unless the sending party is notified within that twenty-four (24) hour period that the e-mail address is invalid or the e-mail is otherwise undeliverable. All other notices required under this Agreement shall be in writing and mailed via certified mail, postage prepaid and return receipt requested, to you at the address provided during registration and to Magellan at 14100 Magellan Plaza, Maryland Heights, MO 63043. In such case, notice shall be deemed given three (3) days after mailing. Magellan may provide notices of change to the Agreement or other matters by displaying notices or links to notices to you on the Magellan’s websites or the Services.
18. MAGELLAN NAME
You shall not use Magellan's name, trademark, symbol or service mark without prior written approval of Magellan.
19. FORCE MAJEURE
Magellan shall have no liability for delays, failures or breaches due to the occurrence of any force majeure event or any other causes beyond Magellan’s reasonable control including, but not limited to, any problem with or failure of: (a) the Internet (or any part thereof), (b) any link to the Internet, or (c) any telecommunications system.
20. GENERAL INFORMATION
The Agreement constitutes the entire agreement between you and Magellan and governs the use of the Magellan’s websites and the Services by you, your Administrator, any Proxy and/or any individual designated by you, and supersedes any prior agreements between you and Magellan, excluding however, any provider participation agreement between you and Magellan to provide covered services to members. You may be subject to additional terms and conditions that may apply to your use of affiliate services, third party content or third party software.
21. COMPLIANCE WITH LAWS
You shall comply with all applicable local, state, federal, and international laws, statutes, ordinances, and regulations. You shall be solely responsible for your compliance with such laws, statutes, ordinances and regulations.
22. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions. Waiver by either party of a breach of any provision of this Agreement or the failure of either party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of any subsequent breach or a waiver of that right or any other right. If any provision or provisions of the Agreement are found by a court of competent jurisdiction to be unenforceable, the parties agree that the court should endeavor to give effect to the original intention of the parties as reflected in the provision, and all other provisions of the Agreement shall remain in full force and effect.
The headings of the various Sections of this Agreement are inserted for the purpose of convenience only and do not, expressly or by implication, limit, define or extend the specific terms of the Section so designated.
Magellan may assign all or any of its rights or delegate its responsibilities under this Agreement. You may not assign any of your rights and responsibilities under this Agreement to any person or entity without the prior written consent of Magellan.
25. RELATIONSHIP BETWEEN PARTIES
The relationship between you and Magellan is solely that of independent contractors and nothing in this Agreement shall be construed or deemed to create any other relationship including one of employment, agency or joint venture.
26. SERVICE MARK INFORMATION
You shall not use Magellan's name, symbol or service mark without prior written approval of Magellan. All information, content, Services and software displayed on, transmitted through, or used in connection with the Magellan websites unless specifically noted otherwise as well as its selection and arrangement, is owned by Magellan and/or its affiliated companies.
While Magellan uses reasonable efforts to include accurate and up-to-date information, Magellan makes no warranties or representations as to the accuracy of the information available through or on the Magellan websites and/or the Services and assumes no liability or responsibility for any error or omission in the information available through or on the Magellan websites and/or the Services.
By virtue of having checked the "I Approve" box upon initial acceptance of this Agreement, you have already agreed to the above terms and conditions of use, and your continued use of this website signifies your continuing agreement to comply therewith.