TERMS OF USE

Change Healthcare is now a part of Optum. 

These Terms of Use are currently accurate but may be updated as company product and service integration continues. 

Last Updated as of MMDDYYYY

These Terms of Use (“Terms”) apply to your use of any product, service, website, mobile application, or other offering provided or made available to you by us (collectively, the “Products”) that is owned or operated by or on behalf of [Change Healthcare] or any of its affiliates from time to time (“Change Healthcare,” “we,” “us” or “our”). Notwithstanding any agreement (the “Employer’s Agreement”) between us and the company that employs or engages you (“Employer”), these Terms are solely between you (in your individual capacity and not as an employee or contractor of your employer) and us. By accessing or using any Product, and in consideration of your employment or engagement with Employer and Change Healthcare allowing you to access and use any Product to perform your obligations to Employer, you agree that you have read and understood and are bound by these Terms, which constitute a legally enforceable agreement between Change Healthcare and you. If you do not agree with any of these Terms, please do not access or use any Product. Change Healthcare’s Privacy Notice (available at https://platformrc-login.careselect.org/privacy-notice (the “Privacy Notice”) describes our collection, use, and disclosure of your information in connection with the Products. BE ADVISED THAT THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON CLAIMS AND LIABILITY THAT MAY BE APPLICABLE TO YOU. 

BY CLICKING THE BUTTON MARKED “I AGREE” OR BY ACCESSING OR USING ANY PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU HAVE NO RIGHT TO ACCESS OR USE ANY PRODUCT.

By accessing or using any Product, you hereby represent, warrant, and covenant that: (a) you are older than 18 years of age; (b) you are currently engaged as an employee or contractor of your Employer and are accessing and using the Product(s) solely on behalf of, and for the benefit of, your Employer; (c) your Employer has authorized your access and use of the Product(s) as an authorized user under rights obtained by Employer under the Employer’s Agreement; (d) you are accessing and using the Products from the United States; and (e) all information that you provide or confirm to Change Healthcare in connection with your access to or use of any Product is accurate and complete and that if, at any time, such information is not accurate and complete, you will not access or use the any Product and will promptly take all necessary steps to correct the inaccurate or incomplete information.

You may only register for one account. You are not allowed to share your registration information or give your login information to anyone else. You are responsible for maintaining the confidentiality of your login information and you agree to accept responsibility for all activities that occur under your account. Change Healthcare is not liable for any loss or damages arising from your failure to maintain the confidentiality of your account. You agree that you will not provide any false or misleading information during the registration process. You have no right to transfer your account to any other individual in any manner. You must notify us immediately of any unauthorized access to or use of your account or any other breach of security that you become aware of. All information you provide when you register for an account on any Product is governed by the Privacy Notice, and we may take any action with respect to your information that is consistent with the Privacy Notice. We reserve the right to refuse access to any Product or terminate any account for any reason, in our sole discretion without prior notice.

You acknowledge that: (a) your access to and use of the Product(s) is permitted solely pursuant to rights your Employer has procured under the Employer’s Agreement and, as such, you must access and use the Product(s) in compliance with the terms and conditions of the Employer’s Agreement; (b) you have separately agreed with your Employer, and you have obligations to your Employer under the law requiring, that your access to and use of the Product(s) will be in compliance with the Employer’s Agreement; (c) the Products and Content (as defined below) you access and use are subject to U.S. and international laws regarding intellectual property and proprietary rights, and your access to or use of any Product except as expressly permitted under these Terms and the Employer’s Agreement would entitle Change Healthcare to recover and obtain damages and other remedies from you under such laws; and (d) your confidentiality and non-disclosure obligations to your Employer require you to keep confidential and not disclose to any other party any Product, Content (as defined below), or other information of Change Healthcare you may learn of or discover during your access or use of the Products.

All right, title, and interest in and to the Products and their respective content, features and functionality, including, but not limited to, products, information, materials, text, graphics, photographs, illustrations, videos, displays, images, audio, music, button icons, data compilations, files, software and other works of authorship, the design, selection, arrangement and compilation of any of the foregoing (collectively "Content"), and all proprietary and intellectual property rights in or to any of the foregoing are owned and retained by Change Healthcare, our affiliates, our partners or our licensors and are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries. No right, title or interest in or to any Product is transferred to you, and all rights not expressly granted herein are reserved by Change Healthcare. The trademarks, logos, service marks and product marks displayed on any Product are the registered and unregistered marks of Change Healthcare, our affiliates or related companies, our partners, or our licensors, and are protected by U.S. and international trademark laws. Unauthorized use of any such mark is strictly prohibited, and you hereby agree (i) that all goodwill that arises in connection with your use of any such mark inures exclusively to Change Healthcare and (ii) not to challenge Change Healthcare’s ownership or control of any such mark. All other marks not owned by us, our affiliates or related companies, our partners or our licensors that appear on any Product are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. 

You agree that any and all feedback, suggestions, improvements, comments, and ideas you provide to us regarding any Product, Content, or other information or material provided by us (collectively, the “Feedback”) is exclusively owned by us. You assign to us all right, title, and interest in and to the Feedback.

Except as expressly permitted by Change Healthcare, you are expressly prohibited from copying, selling, assigning, licensing, renting, reproducing, distributing, modifying, disassembling, decompiling, reverse engineering, creating derivative works of, publicly displaying, publicly performing, marketing, downloading, storing, transmitting, disclosing, or otherwise exploiting any part of any Product or any Content. You shall not: (a) remove or alter any copyright, trademark or other proprietary rights notice on any Content or Product; (b) use any picture, photograph, illustration, QR code, video or audio sequence, or any graphic separately from the accompanying text; or (c) make any representation or warranty relating to any Product or Content. You may not permit or authorize any third party to access or use any Product or Content. 

When accessing or using any Product, you agree not to: (a) disrupt, damage, interfere with, violate the security of, or attempt to gain unauthorized access to any Product or any computer network; (b) circumvent any technological measure implemented by Change Healthcare or any of our providers or any other third party (including another user of any Product) designed to protect any Product; (c) access or use any Product in any manner that could disable, overburden, damage or impair any Product or interfere with any other party’s use of a Product; (d) upload, transmit, distribute or run any computer virus, worm, Trojan horse, logic bomb or any computer code or other material that could harm or alter a computer, portable device, computer network, communication network, data, any Product, or any other system, device or property; (e) use any software robots, spiders, crawlers, or other automatic device, process or means to access any Product for any purpose, including monitoring or copying any Content; (f) attempt, in any manner, to obtain the password, account, credentials, or other security or personal information from any other user, or jeopardize the security of your account or anyone else’s account (for example, by allowing another individual to access or use any Product as you); (g) impersonate or attempt to impersonate Change Healthcare, a Change Healthcare employee or contractor, another Product user or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); (h) access or use any Product fraudulently or in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries); (i) engage in any other conduct that restricts or inhibits anyone’s access or use of any Product, or which, as determined by us, may harm us or any user of any Product or expose us or any such user to liability; or (y) otherwise attempt to interfere with the proper working of any Product.

The Product(s) may contain links to third-party websites, products and services (“Third-Party Products”). Links to Third-Party Products are provided solely as a convenience to you. We have no control over such Third-Party Products, nor do we review, approve, monitor, endorse or make any representations or warranties with respect to such Third-Party Products; therefore, we are not responsible or liable to you or to any third party for any Third-Party Products or any materials, information, advertising, products, services, or other content on or available from such Third-Party Products. If you decide to access any Third-Party Products, you do so entirely at your own risk. You acknowledge and agree that Change Healthcare is not liable, either directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any Third-Party Products.

You agree to indemnify and hold harmless Change Healthcare, its parents, affiliates and subsidiaries, and the respective agents, officers, directors, employees, information providers, licensors and licensees of each of the foregoing (collectively "Indemnified Parties") from and against any and all claims, liability, loss, damages, costs and expenses (including, without limitation attorneys' fees and other legal costs) that arise in connection with (a) your breach of these Terms or your agreement with or any other legal obligation to your Employer in connection with access to or use of any Product, (b) your negligence or willful misconduct, (c) your violation of any applicable law, rule or regulation, (d) any of your activities in connection with any Product or Content or (e) any of the content you submit pursuant to Section G below, including without limitation any allegation that such content infringes, misappropriates or otherwise violates the copyright, trademark, trade secret or other intellectual property, proprietary or other right of any third party. You agree to cooperate fully in Change Healthcare's defense of any such claim. You agree that Change Healthcare shall be entitled to select its own counsel, at your expense, to defend the Indemnified Parties in connection with any claim subject to indemnification by you. You agree that Change Healthcare, and not you, will have control over the defense of any such claim. You further agree that you will not in any event settle any matter involving Change Healthcare or any Indemnified Party, whether or not the settlement binds or is on behalf of Change Healthcare or any Indemnified Party, without the written consent of Change Healthcare.

YOUR ACCESS TO AND USE OF EACH PRODUCT iS AT YOUR SOLE RISK. You acknowledge and agree that no data transmission over the Internet can be guaranteed to be 100% secure, and we do not guarantee that any personal information you submit to us will be free from unauthorized third party intrusion. You understand and agree that all information you submit to us is submitted at your own risk. YOU ACKNOWLEDGE THAT CHANGE HEALTHCARE HAS OBLIGATIONS AND LIABILITY IN CONNECTION WITH THE PRODUCTS AND CONTENT ONLY TO YOUR EMPLOYER PURSUANT TO THE EMPLOYER’S AGREEMENT (AND NOT TO YOU) AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCTS AND ALL CONTENT ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS,” AND “AS AVAILABLE” WITH ALL FAULTS AND ERRORS. CHANGE HEALTHCARE AND OUR AGENTS, SUPPLIERS AND LICENSORS HEREBY EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND (INCLUDING WITH RESPECT TO EACH PRODUCT AND ALL CONTENT), WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, QUIET ENJOYMENT OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DISCLAIM ALL WARRANTIES, GUARANTEES AND REPRESENTATIONS WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY IN RESPECT OF ANY PRODUCT, INCLUDING BUT NOT LIMITED TO ANY CONTENT CONTAINED ON OR ACCESSED THROUGH ANY PRODUCT. CHANGE HEALTHCARE DOES NOT GUARANTEE THAT ANY PRODUCT WILL BE UNINTERRUPTED OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE OR OTHER SECURITY INTRUSION, AND CHANGE HEALTHCARE DISCLAIMS ANY LIABILITY RELATING TO ANY OF THE FOREGOING. CHANGE HEALTHCARE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF PRODUCTS OR SERVICES OFFERED, DISPLAYED, OR PURCHASED THROUGH ANY PRODUCT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH ANY PRODUCT SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. CHANGE HEALTHCARE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD- PARTY PRODUCT ADVERTISED, PROVIDED, OR LINKED THROUGH ANY PRODUCT. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CHANGE HEALTHCARE, our affiliates, or any of the respective directors, officers, employees, agents, contractors, licensors, suppliers, successors and assigns of any of the foregoing be liable to you, including without limitation for any direct, indirect, consequential, EXEMPLARY, special, incidental, punitive or other damages you or others may suffer in connection with ANY PRODUCT OR CONTENT OR THESE TERMS, including without limitation any damages for personal injury, pain and suffering, emotional distress, LOST REVENUE, lost profits, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF GOODWILL, business interruption, SERVICE INTERRUPTION, LOST DATA OR CONTENT, COMPUTER DAMAGE, COST OF SUBSTITUTE SERVICES, INABILITY TO ACCESS OR USE ANY PRODUCT OR CONTENT, OR PRIVACY LEAKAGE, OR DAMAGES FOR ANY OTHER LIABILITIES OR LOSSES CAUSED BY ANY PRODUCT OR ANY THIRD-PARTY PRODUCTS, ANY BREACH OF THESE TERMS, OR ANY ACT OR OMISSION BY US OR OUR PERSONNEL, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (WARRANTY, CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 

you acknowledge that (a) our sole liability is to your employer under the employer’s agreement and (b) IF YOU SUFFER OR INCUR any damage or loss OR BECOME SUBJECT TO ANY LIABILITY IN CONNECTION WITH any product or content, YOU MAY ONLY SEEK RECOVERY FOR SUCH DAMAGES, LOSSES and liability from your employer (AND NOT FROM CHANGE HEALTHCARE). 

There may be instances in which you upload or add content to a Product. If you upload or add any content to any Product, you represent that: (a) you own the content or you have the legal right to use such content; (b) use of such content will not breach any other person’s rights; and (c) you are solely responsible for such content and the consequences of publishing it. You also agree not to use any Product (including by uploading or adding content) in a way that: (i) is unlawful, threatening, bullying, violent, abusive, hateful, defamatory, slanderous, libelous, deceptive, fraudulent, tortious, indecent, vulgar, profane, obscene, or that we deem, in our sole discretion, to be inappropriate for any Product; (ii) victimizes, harasses, "stalks," degrades, attacks or intimidates an individual or group of individuals on any basis, including but not limited to religion, gender, sexual orientation, race, ethnicity, age or disability; (iii) intentionally spreads false information; (iv) uses any Product for sales, marketing, advertising, solicitation or any other commercial purpose; (v) uses any Product for the purpose of sexual conduct or an obscene act or uses any Product for the purpose of meeting or engaging in a sexual encounter with an unknown third party; (vi) infringes any patent, trademark, trade secret, copyright, or other intellectual property or other right of any other person; (vii) promotes any illegal activity or advocates, promotes, or assists any unlawful act; or (viii) transmits or contains (1) any computer virus or other disruptive, damaging or harmful file or program, or (2) any advertising or promotional material, including without limitation any “junk mail,” “chain letter,” “spam,” or any other solicitation.

By adding content to any Product, you agree that we have the right to use your content for any purpose and in any manner in connection with our business. However, any personal data or information in your content will be treated in accordance with the Privacy Notice.  You represent and warrant that our permitted use or exploitation of your content does not and will not violate, misappropriate or infringe on the rights of any third party, including without limitation any privacy right, publicity right, copyright, trademark or other intellectual property right.

We may check and confirm the content added by any user to the extent permissible under applicable laws and regulations, including without limitation when it is necessary for us to confirm compliance with applicable laws and regulations or these Terms; we are not, however, obligated to conduct any such check.

If you upload any content that we consider to be offensive, harmful, inaccurate, unlawful or inappropriate or otherwise in breach any of these Terms, we may remove or alter such content or take any other reasonable action we decide is appropriate (including without limitation cancelling your registration as a user). 

We, pursuant to 17 U.S.C. Section 512, as amended by Title II of the Digital Millennium Copyright Act (the "Act"), reserve the right, but do not have an obligation, to terminate Employer’s rights to allow you to access and use any Product under the Employer’s Agreement if we determine, in our sole and absolute discretion, that you are involved in infringing activity, including any alleged act of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. We accommodate and do not interfere with standard technical measures used by copyright owners to protect their materials. 

You agree that these Terms shall be governed by and construed in accordance with the laws of the State of Minnesota, without giving effect to any conflict of laws principles that may provide for or result in the application of the law of another jurisdiction. You irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Minnesota for all disputes that are heard in court, including any dispute involving Change Healthcare or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers, and content providers.

These Terms constitute the complete and exclusive understanding between you and Change Healthcare with respect to your access or use of any Product. Nothing contained in these Terms creates any agency, partnership, employment or other form of joint enterprise between you and Change Healthcare. Change Healthcare’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision or of any other rights or provisions in these Terms. If a court or tribunal finds that one or more rights or provisions set forth in these Terms are invalid, you agree that the remainder of the Terms will remain in full force and effect and that the invalid provision will be enforceable to the fullest extent permitted by law. We will amend or replace such provisions with ones that are valid and enforceable and which achieve, to the extent possible, our original objectives and intent as reflected in the original provisions. Legal notices given hereunder shall be served, in the case of Change Healthcare, to Optum Privacy Office, MN101-E013, 11000 Optum Circle, Eden Prairie, MN 55344, or, in your case, to any contact information you choose to provide us. Notice to you shall be deemed given 24 hours after our communication to you is sent.

If you have any questions regarding these Terms, please contact us by email at privacy@optum.com.