JOPARI REMITTANCE GATEWAY® TERMS AND CONDITIONS
These Terms and Conditions are a contract between your business and Jopari Solutions,
Inc., ("Jopari") which establishes the rules that cover your electronic access to
the website and the use of Jopari Remittance Gateway® services through the website
(collectively, the "System"). The System permits Jopari customers (providers, payees,
and other customers) to perform bank management and claim/bill payment search and
inquiry functions on payer accounts linked to the Jopari Remittance Gateway® service
through the use of an internet-enabled device.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. THEY GOVERN YOUR ACCESS
AND USE OF THIS WEBSITE. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO BE BOUND
BY THESE TERMS AND CONDITIONS AND ACCEPT THEM IN FULL, AS THEY MAY BE MODIFIED BY
JOPARI FROM TIME-TO-TIME AND POSTED ON THIS WEBSITE.
1. General Definitions
As used in this Agreement, the words "we," "our," "us," and "Jopari" mean Jopari
Solutions, Inc. "You" and "Your" refer to your provider organization/business and
anyone else authorized by that business to exercise control over the business's
banking and claims information through the System ("Users"). Users will be assigned
or will create IDs, passwords, and codes to facilitate System usage (collectively,
"IDs"). Non-public data and information disclosed is defined as "Confidential Information."
The website includes the information, names, images, logos, pictures, documents,
and materials (collectively, "Contents") and the processing features it provides.
"Accounts" means your bank account information given to Jopari and accessed through
the "System" or "Website". "Services" refers to the services provided pursuant
to this Agreement. Our "Business Days" are Monday through Friday (holidays not included).
All times are expressed in Pacific Time.
2. Use; User Access; User Information
You may access and use the System subject to the terms and conditions of this Agreement,
as revised from time to time at the sole discretion by Jopari. Your access to and
use of the System are permitted by Us solely for Your internal use and benefit;
any other access or use is strictly prohibited. Access to certain System services
may require You to provide Us or certain third parties with additional information.
The System will be accessible only to Users that have registered and have been authenticated
to use the System. You are responsible for ensuring Users compliance with the Agreement,
all acts or omissions by Users, and for any damages incurred as a result thereof.
We will disable access by a User within one (1) business day of receiving such a
request. We may disable access to the System by a User at any time in Our sole discretion
if We have reason to believe that such User has violated the terms of its User Agreements
or poses a security risk. If We at any time discover any error or omission in the
information provided to us, or You refuse to accept such additional terms and conditions,
We may, at Our option, terminate any User's right to access and use the System.
Contents are included in this Website solely for the use of Website users. Users
may copy, distribute, transmit, display, or reproduce only their own claim or payment
data, in the form of search returns, EOBs, check images, or data files. You may
not copy, modify, distribute, transmit, display, perform, reproduce, transfer, resell,
or republish any of the other Contents of this Website without the prior written
consent of Jopari, which may be withheld in its sole discretion. This website may
only be used for lawful purposes and consistent with the rights of other users and
third parties. Without limiting the foregoing, this website shall not be used in
a manner that would violate any law or infringe the copyright, trademark, trade
secret, right of publicity, right of privacy, or any other rights of others, or
for the purpose of transmitting or storing material that is obscene or defamatory.
You are prohibited from posting on, or transmitting through this website, any unlawful,
harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane,
hateful, racially, ethnically or otherwise objectionable material of any kind, including
without limitation any material that encourages conduct that would constitute a
criminal offense, give rise to civil liability, or otherwise violate any applicable
local, state, national, or international law.
You are solely responsible for ensuring that the bank account and other information
you provide via the Website is accurate and complete. We verify only that the bank
account number you give us is a valid bank account, but we do not verify that it
is your account. You agree to indemnify Jopari against, and to release Jopari from,
any loss or liability resulting from any inaccurate or incomplete data provided
by you or the relevant payer to us via the Website.
You may authorize representatives, whether employees or third parties ("Authorized
Users") to use the Website on your behalf. Your authorization shall be considered
by us to be unlimited and will be effective until you revoke such authorization.
You are responsible for all acts or omissions that occur while your Authorized User(s)
use the Website.
We will not reverse transactions, except as allowed under NACHA rules, and we will
not otherwise withdraw funds from your account.
Your electronic funds transfer ("EFT") enrollment with the Website authorizes Jopari
to initiate electronic credit entries on behalf of the applicable payers to the
bank account you specify when you enroll with the Website. You acknowledge that
the origination of ACH transactions to your account must comply with applicable
law. This authority for such EFTs will remain in effect until you have cancelled
it through the website.
If applicable, Electronic Remittance Advice ("ERA") enrollment authorizes PNC Bank
to deliver electronic remittance advices in the form and format indicated in the
current PNC Remittance Advantage Electronic Remittance Advice (835) Companion Guide
on behalf of the applicable payers to the recipient indicated on your enrollment.
This authority will remain in effect until you have cancelled it through the Website.
If you accept card payments, the file download option follows the form and format
indicated per the standard ANSI X12 835 TR3.
We require each User to have a user ID and password to access and use the System.
Access to certain System Services may require additional codes or authorization
procedures. You are solely responsible for, (1) maintaining the strict confidentiality
of all IDs assigned to You and Your Users, (2) instructing Your Users to not allow
another person to use their IDs to access the System or the Services, (3) any charges,
damages, or losses that may be incurred or suffered as a result of Your or Your
Users' failure to maintain the strict confidentiality of their IDs, and (4) promptly
informing Us in writing of any need to deactivate an ID due to security concerns.
We are not liable for any harm related to the theft of Your IDs, Your disclosure
of Your IDs, or Your authorization to allow another person or entity to access and
use the System or the Services using Your IDs. You agree to immediately notify Us
of any unauthorized use of Your IDs. You agree that we may send notices and other
communications, including password confirmations, to the current E-mail address
and/or postal mailing address shown in our records, whether or not those addresses
include a designation for delivery to the attention of any particular individual.
You further agree that Jopari will not be responsible or liable to you in any way
if information is intercepted by an unauthorized person, either in transit or at
your place of business. Notwithstanding our efforts to ensure that the System is
secure, you acknowledge that the Internet is inherently insecure and that all data
transfers (including funds transfers, data transfers and electronic mail) occur
openly on the Internet. This means that the data transfers potentially can be monitored
and read by others. We cannot and do not warrant that all data transfers utilizing
the System will not be monitored or read by others.
4. Secured Transmissions to and from this Website
The System Services employ encryption to reduce the probability of an unauthorized
interception of Confidential Information transmitted using the Services. We use
the federal mandated National Institute of Standards and Technology (NIST) encryption
technology (e.g. 3.0 Secure Socket Layer protocol with 128-bit public key encryption
technology) in arranging for the transmission of Confidential Information. You must
use a browser that supports this encryption technology in order to access the Services.
It is Your responsibility not to send Confidential Information to any recipient
to whom transmission of such information will violate applicable law or otherwise
be inappropriate. YOU ACKNOWLEDGE AND AGREE THAT THE TRANSMISSION OF CONFIDENTIAL
INFORMATION TO RECIPIENTS OUTSIDE OF THE SYSTEM MAY NOT BE SECURE. In addition,
You also acknowledge and agree that no form of encryption is foolproof.
Transmissions to the Website that contain Protected Health Information are sent
in a secure form. Except where expressly indicated otherwise, other transmissions
to and from this Website or directed to Jopari, including E-mails, are not sent
in a secure form and can be intercepted by third parties and may not be immediately
received by the appropriate business unit at Jopari. Please do not use E-mail to
send us communications that contain confidential information, information which
we require to be in writing, or information which needs our immediate attention.
Please call Jopari at 800-630-3060. Any transmission to this Website, including
e-mails shall be deemed and remain the property of Jopari. Jopari shall be free
to use, for any purpose, any ideas, concepts, know-how, or techniques provided by
a Website user to Jopari through this Website.
5. Links to Other Websites
Jopari may establish links between this Website and one or more Websites operated
by third parties. Jopari has no control over any such other Websites or the contents
therein. The existence of any such links shall not constitute an endorsement by
Jopari of such Websites, the contents of the Websites, or the operators of the Websites.
6. Links to Jopari's Websites
You shall not display hyperlinks on your web sites to any web site owned or operated
by Jopari or its affiliates (a "Jopari Site"). If you desire to display on your
web site a hyperlink to a Jopari Site, you must enter into a written agreement with
Jopari governing such display. Access to any Jopari Site does not authorize you
to use Jopari's and/or any of its affiliates' or subsidiaries' names, logos, trademarks
or copyrights, and you agree not to do so without Jopari's express written consent.
7. EFT Transactions
Based upon bank management information that you supply Jopari, payers will create
EFT instructions ("Instructions") for the payments to your business. Transmission
and issuance of data related to such Instructions shall be received pursuant to
the terms of this Agreement and the rules of the National Automated Clearing House
Association ("NACHA") and the applicable automated clearing house ("Regional ACH")
(collectively, the "Rules") and you and we, as well as the banks who are acting
upon the Instructions, agree to be bound by such Rules as in effect from time to
time. In accordance with such Rules, any credit to an account shall be provisional
until such credit has been finally settled by us or the third-party institution
that holds the account.
8. Instructions for Accessing CAQH CORE Code Combination Definitions and Defined Business Scenarios
The CAQH CORE 360 Operating Rule requires the payer to use a defined set of Claim
Adjustment Reason Codes (CARC) and as appropriate, Remittance Advice Remark Codes
(RARC) based on CORE defined Business Scenarios. To access the defined CARC RARC
Code descriptions and associated defined Business Scenarios for the CAQH CORE 360
Rule refer to the following URL: http://www.caqh.org/Host/CORE/EFT-ERA/CORE-required_CodeCombos.xlsx.
In addition, the Explanation of Benefit (EOB) displayed in the portal, will provide
the CAQH CORE URL link to access the defined Code Combination definitions and associated
defined Business Scenarios that are reflected in the remittance payment advice.
The CAQH CORE 360 Rules do not apply to Property and Casualty claims.
9. Copyright and Intellectual Property Ownership
You agree that We own all worldwide rights, titles and interests in and to the System,
the Content and the Services and all intellectual property rights including but
not limited to, copyrights, trademarks, servicemarks, patents therein. All rights
not expressly granted in this Agreement are reserved to us. No other rights or licenses,
whether express, implied, or otherwise are conveyed or intended by this Agreement.
To facilitate Your access to and use of Our System or portions thereof, We may make
certain software available to You. The terms of Your use of such software will be
subject to the terms of this Agreement unless stated separately in a license agreement
included with the software. You agree only to use such software in a manner permitted
pursuant to such license agreements. All Contents of the System, including icons,
graphics, overall appearance and transaction functionality, are the sole and exclusive
property of Jopari. The posting of the Contents of this website does not constitute
a waiver of any of Jopari's proprietary rights, including but not limited to, copyrights,
trademarks, service marks, patents, and other intellectual property.
10. HIPPA & GLB Compliance Terms; Privacy
The parties desire to meet their obligations, to the extent applicable, under the
Standards for Privacy of Individually Identifiable Health Information (the "Privacy
Regulation") and the Health Insurance Reform: Security Standards (the "Security
Regulation") published by the U.S. Department of Health and Human Services ("HHS")
at 45 C.F.R. parts 160 and 164 under the Health Insurance Portability and Accountability
Act of 1996 ("HIPAA"), and as may be applicable to the services rendered by Jopari
to the Customer, under the Gramm-Leach-Bliley Act ("GLB") and implementing regulations.
The terms of this Section shall be construed in light of any interpretation and/or
guidance on HIPAA, the Privacy Regulation and/or the Security Regulation issued
by HHS from time to time. The parties acknowledge that We are executing and delivering
this Agreement solely in Our capacity for Ourselves and as agent for the HIPAA Business
Associate Subcontractors. By accepting the terms and conditions of this agreement,
We represent that We have been authorized to execute this Agreement for Ourselves
and on behalf of each HIPAA Business Associate Subcontractors, including any new
party who joins this Agreement under this Section.
by this reference.
you are not in compliance with the policy, we have the right to terminate your rights
of use and access to the Web Site.
11. Confidential Data
The Services may enable Users to transmit, store, and receive Confidential Information
and may allow Users to transmit store and receive the Confidential Information of
other third parties. State and Federal laws may impose obligations with respect
to confidentiality and other obligations that may limit the right of healthcare
providers, and persons acting on their behalf, to make use of the System Services
or to transmit certain information to third parties. You represent and warrant that
You will, at all times during the term of this Agreement and thereafter, comply
with all laws directly or indirectly applicable to You that may now or hereafter
govern the gathering, use, transmission, processing, receipt, reporting, disclosure,
maintenance, and storage of the Confidential Information, and use Your best efforts
to cause all persons or entities under Your direction or control to comply with
such laws. You are, at all times during the term of this Agreement and thereafter,
solely responsible for obtaining and maintaining all other legally necessary consents
or permissions required or advisable to disclose, process, retrieve, transmit, and
view the Confidential Information You transmit, store, or receive in connection
with the System Services. You agree that we and all other persons or entities involved
in the operation of System Services, have the right to monitor, retrieve, store
and use Confidential Information in connection with the operation of the System
Services, and are acting on Your behalf in transmitting Confidential Information.
We agree to use commercially reasonable efforts to maintain the confidentiality
of such information and prevent the disclosure of such information to third parties
except in connection with the transmission, storage, retrieval, and disclosure of
such information on Your behalf and as may be required or permitted by law. Nothing
in this Agreement shall prohibit Us from using or disclosing data from which information
personally identifying individuals (such as names, social security numbers, and
addresses) has been removed as required by law. WE ARE NOT LIABLE OR RESPONSIBLE
FOR ANY OF YOUR ACTS OR OMISSIONS IN USING THE SERVICES IN WAYS THAT ARE NOT IN
COMPLIANCE WITH ANY SUCH REQUIREMENTS OR YOUR USE OR MISUSE OF CONFIDENTIAL INFORMATION
TRANSMITTED, MONITORED, STORED, OR RECEIVED USING THE SERVICES. You agree that data
formats, access methods and related information and materials used in implementing
or providing the Services ("Interface Data") may contain Our confidential and trade
secret information. You agree to (1) maintain the confidentiality of the Interface
Data; (2) use the Interface Data solely for the purposes of using the Services;
and (3) prevent the disclosure or use of the Interface Data to or by any third party
except with Our prior written consent.
12. Compliance with Laws; Other Obligations
You shall comply with all applicable laws and regulations in your use of the System
and System Services. You agree to execute any and all documents and comply with
any and all applicable procedures, rules and regulations which we, the applicable
Payer, or applicable law may require in connection with the Services, as may be
amended from time to time. You also agree to adhere to such rules and regulations
as are required by governmental agencies having jurisdiction. You agree to provide
all supporting documents requested by Us necessary to comply with said rules and
regulations, including the Electronic Funds Transfer Act. WE ARE NOT LIABLE OR RESPONSIBLE
FOR ANY OF YOUR ACTS OR OMISSIONS IN USING THE SYSTEM OR SYSTEM SERVICES IN WAYS
THAT ARE NOT IN COMPLIANCE WITH ANY LAW.
13. Data Disclaimer
The data that are available to You through the System and System Services ("Data")
have been received by Us from Payers and other third-party sources. WE DO NOT ASSUME
ANY RESPONSIBILITY FOR, WARRANT, GUARANTEE, OR VERIFY THE ACCURACY OR RELIABILITY
OF THE DATA. Your reliance upon the Data obtained by you through the System and
System Services is solely at Your own risk.
14. No Warranty; Limitation of Liability
THE SYSTEM AND THE SYSTEM SERVICES ARE PROVIDED TO YOU ON AN "AS IS, WITH ALL FAULTS"
BASIS, AND YOUR USE THEREOF IS AT YOUR OWN RISK. WE MAKE NO WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT,
OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION
OR WARRANTY THAT ANY CONTENT OR DATA IS ACCURATE, COMPLETE, APPROPRIATE, RELIABLE,
OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND
USE OF THE SYSTEM OR THE SYSTEM SERVICES (1) WILL BE UNINTERRUPTED OR ERROR-FREE,
(2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS, OR (3) IS
COMPLETELY SECURE. WE DO NOT GUARANTEE THE PAYMENT OR THE TIMING OF PAYMENTS OF
ANY CLAIMS SUBMITTED THROUGH THE SYSTEM SERVICES. PAYMENT REMAINS THE RESPONSIBILITY
OF THE PARTICULAR PAYER OF HEALTH CARE SERVICES AND/OR SUPPLIER. YOU ARE RESPONSIBLE
FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST
ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SYSTEM
AND THE SYSTEM SERVICES. Some jurisdictions do not permit the exclusion or limitation
of implied warranties. Therefore, only if required by applicable law, some or all
of the exclusions or limitations above may not apply to You. You may have other
rights from jurisdiction to jurisdiction.
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE SHOULD HAVE ANY LIABILITY
TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM, CLAIM, SUIT OR DAMAGE FOR ANY CAUSE
WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, YOU AND WE AGREE
THAT SUCH CUMULATIVE LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE GREATER OF
$1,000 OR THE PROCESSING FEES YOU PAID US FOR THE SERVICE INVOLVED DURING THE THREE
(3) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE
RISE TO YOUR CLAIM. YOU AND WE AGREE THAT THE FOREGOING LIMITATION OF LIABILITY
IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND US AND REFLECTS THE FEES, IF ANY,
WE CHARGE YOU TO USE THE SERVICES. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO
THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICES TO YOU.
IN NO EVENT WILL JOPARI OR ITS SUBSIDIARIES, AFFILIATES, CONTRACTORS, OR THEIR RESPECTIVE
EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES THAT ARISE IN CONNECTION WITH YOUR USE OF THE WEBSITE, WHETHER SUCH DAMAGES
ARE SOUGHT UNDER CONTRACT LAW, TORT LAW OR ANY OTHER THEORY OF LIABILITY, EVEN IF
JOPARI IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to defend, indemnify and hold Us harmless against any losses, expenses,
costs or damages (including Our reasonable attorneys' fees, expert fees' and other
reasonable costs of litigation) arising from, incurred as a result of, or in any
manner related to (1) Your breach of the terms of this Agreement, (2) Your unauthorized
or unlawful use of the System or the System Services, (3) the unauthorized or unlawful
use of the System or the System Services by any other person using Your IDs (4)
any inaccurate or incomplete data You provide to Us.
16. Term and Termination
This Agreement shall apply as long as You continue to access the System and use
the System Services. Your right to access and use the System and System Services
immediately terminates without further notice upon Your breach of this Agreement.
We may terminate this Agreement and Your right to access and use the System and
System Services at any time, with or without cause. You may terminate this Agreement
by providing Us with written notice of Your termination and ceasing to use or access
the Website, System and System Services. Sections 9, 10, 11, 14 and 15 of this Agreement
and any payments due survive the expiration or termination of this Agreement for
any reason whatsoever. Upon termination for any reason, Your right to use the System
Services will immediately cease. We reserve the right to discontinue or make changes
to the System Services at any time.
17. Entire Agreement; Other General Provisions
This Agreement constitutes the entire agreement between you and Jopari with respect
to the subject matter hereof and there are no understandings or agreements relative
hereto which are not fully expressed herein. We reserve the right to make changes
to this Agreement at any time without advance notice. We agree to post all amended
forms of this Agreement on the System and such amended forms shall be effective
immediately upon its posting. Such amended forms shall be deemed to have been agreed
to by You by Your continued use of the System and System Services. It is at all
times Your responsibility to read the most current form of this Agreement before
using the System to ensure that You agree to the terms and conditions of any amendments
made to this Agreement. You agree that these standards for notice of amendments
to this Agreement are reasonable. This Agreement is also subject to applicable federal
laws and the laws of the State of California (except to the extent this Agreement
can and does vary such rules or laws and excluding California rules governing conflicts
of law). If any provision of this Agreement is found to be unenforceable according
to its terms, all remaining provisions will continue in full force and effect. The
headings in this Agreement are for convenience or reference only and will not govern
the interpretation of the provisions. Any waiver (express or implied) by either
party of any default or breach of this Agreement must be in writing and shall not
constitute a waiver of any other or subsequent default or breach. You may not assign
this Agreement. This Agreement is binding upon your heirs, successors, and assigns.
Any of your obligations pursuant to this Agreement that by their nature would continue
beyond the termination, cancellation, or expiration of this Agreement shall survive
termination, cancellation, or expiration of this Agreement.