TERMS AND CONDITIONS FOR DIGITAL ELECTRONIC COMMUNICATION PORTAL SERVICES
A Group desires to use one or more United Concordia digital electronic communications portal services ("Services") in order to transact business with United Concordia on behalf of a Group dental plan. Acceptance of these Terms and Conditions via an electronic signature is a precondition to obtaining access to the Services. For purposes of these Terms and Conditions, the Group and United Concordia shall be referred to individually as “Party” and collectively as “Parties.”
1. Definitions.
Group. An employer group customer (fully insured or self-insured) of United Concordia.
HIPAA Rules. The implementing regulations of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as modified by the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”) and found in 45 C.F.R. Parts 160, 162 and 164.
Other Contract. A benefits contract, agency agreement or agreement adopted by the Parties, other than these Terms and Conditions.
Policy Maker. A person possessing the requisite legal authority as a Group officer or employee to execute documents on behalf of the Group, assign and manage a Portal Administrator and to include additional Users, if necessary.
Portal Administrator. The individual with the ability to add, modify and delete Users and access levels to the Services. This individual is, or is named by, the Policy Maker.
PHI. Protected Health Information, as defined in 45 C.F.R. 160.103 and including all personally identifiable information pertaining to members of the Group dental plan.
United Concordia. United Concordia Companies, Inc., a wholly owned subsidiary of Highmark Inc., or any United Concordia Companies, Inc. corporate affiliate or subsidiary.
User. A person designated by the Policy Maker or Portal Administrator to access the Services. Users with administrative authority, which is granted by the Policy Maker or Portal Administrator, can add, modify or delete other Users and their access to the Services. Group agents/brokers may also be Users, unless expressly declined by the Policy Maker in the Group Administration Portal Access form.
2. Coordination with Other Contracts. These Terms and Conditions supplement and will be interpreted consistently with any Other Contracts adopted by the Parties. If the Other Contract is issued by United Concordia Dental Plans of California, Inc. ("UCDP-CA"), UCDP-CA is hereby added as a Party.
3. Policy Maker and Portal Administrator Duties. The Policy Maker and Portal Administrator warrant and represents on behalf of the Group that they: (1) will ensure all persons designated as Users can access only the Services appropriate to the Group's dental plan; (2) have determined each User's suitability to access Services; (3) have authority to bind and have bound Users to these Terms and Conditions; and (4), have trained Users on the requirements of the HIPAA Rules relating to the use and disclosure of PHI, including the prohibition from disclosing PHI to the Plan Sponsor other than as 45 C.F.R. § 164.504(f) allows.
4. User Duties. User warrants and represents that he or she has agreed to these Terms and Conditions and to protect the confidentiality of usernames, passwords and the PHI of Group dental plan members. Users with administration authority will also be responsible for the following: (1) ensure all persons designated as Users can access only the Services appropriate to the Group's dental plan; (2) determine each User's suitability to access Services; (3) is authorized to bind and has bound Users to these Terms and Conditions; and (4) trained Users on the requirements of the HIPAA Rules relating to the use and disclosure of PHI, including the prohibition from disclosing PHI to the Plan Sponsor other than as 45 C.F.R. § 164.504(f) allows.
5. Data Security. In order to secure, protect and preserve the confidential nature of PHI, protect the Parties' respective information systems, and comply with the HIPAA Rules, the Parties agree to maintain reasonable and appropriate administrative, technical, and physical security procedures to prevent unauthorized access to data in their respective office(s) or information system(s). Where applicable, such procedures will be consistent with the standards of the HIPAA Rules. Each Party will notify the other promptly of any suspected breach of data security and will meet all requirements of the HIPAA Rules where an unauthorized disclosure or breach (as defined in the HIPAA Rules) of PHI has occurred.
6. Logon IDs and Passwords. Following acceptance of these Terms and Conditions, each User will select a username and password to access the Services. Each User shall keep the username and password confidential, protect them from compromise and not disclose or otherwise make usernames or passwords available to any third party. User shall notify his or her Policy Maker or Portal Administrator immediately if User has reason to suspect that his or her username or password has been compromised. Group is responsible for notifying United Concordia immediately after discovery or upon reasonable belief that a username or password has been compromised (e.g., disclosed to an unauthorized person) so that United Concordia can disable the User's username and password.
If a User ceases to be a User for any reason including, among others, termination from employment or contractual obligation or the User otherwise discloses his or her intent to resign, Group shall notify United Concordia within three (3) days so that United Concordia can disable the applicable username and password.
United Concordia may withdraw, change or terminate access to usernames and passwords if it reasonably determines, in its sole discretion, that it must do so to protect the privacy and security of any data, or if required by law. When possible, United Concordia will notify the User in advance of this action.
In all respects, the Group is responsible for any breaches of security relating to use of any username and/or password until United Concordia has disabled that username and password.
7. Confidential and Proprietary Information. Any information disclosed by either United Concordia or Group that relates to, among others, either Party's business practices, strategies, developments, products, services, trade secrets and know-how ("Proprietary Information") is strictly confidential and proprietary. The Parties agree to handle and use Proprietary Information in a manner that preserves and protects its confidential and proprietary nature. The Parties will not disclose, or make use of the Proprietary Information, and will take all reasonable steps to prevent all other persons from disclosing, passing on, or making use of Proprietary Information for purposes other than those authorized herein.
8. Further Assurances/Compliance with Law. United Concordia may unilaterally amend these Terms and Conditions from time to time to, among others, remain compliant with applicable laws and regulations. The Group, Policy Maker, Portal Administrator and all Users shall be bound by any such amendment.
9. Costs. Under no circumstances will United Concordia be responsible for reimbursing Groups, Policy Makers, Portal Administrators or Users for costs associated with accessing United Concordia’s Services including, but not limited to, laptops, desktops, tablets, software and internet service provider connection.
10. Notices. Any required notices under these Terms and Conditions may be given electronically through the same electronic medium used in accepting the Terms and Conditions.
11. Minimum Necessary Standard. User will transmit data related to plan administration functions in accordance with the "minimum necessary standard" established under 45 C.F.R. § 164.502(b).
12. Liability. Group, Policy Maker, Portal Administrator and User shall be jointly and severally liable for any damage to United Concordia's information systems caused by their unauthorized use or misuse of the Services. Further, Group, Policy Maker, Portal Administrator and User agree that United Concordia, and its Affiliates, employees, officers, directors, other suppliers and licensors, shall not be liable for any direct, indirect, special, incidental, consequential or punitive damages, losses or expenses arising out of United Concordia Services, any use or the inability to use the United Concordia Services, or in connection with any failure, error, omission, interruption, defect, delay in operation or transmission, computer virus, or line or system failure, even if United Concordia is advised of the possibility of such damages, losses or expenses.
13. Termination. Any access granted under these Terms and Conditions will be discontinued concurrently with termination of any Other Contract as defined above. Either Party may terminate access under these Terms and Conditions (1) without cause upon sixty (60) days prior written notice or (2) immediately for cause. Cause shall include, but not be limited to, breach of any material term of these Terms and Conditions, fraud or abuse. Each Party may also temporarily suspend access to Services under this Agreement to protect computer or data systems in cases of emergencies or to perform maintenance. Each Party agrees to minimize the frequency and duration of these temporary suspensions.
14. Electronic Signature. By clicking the “Accept” button below, this constitutes an electronic signature (having the same legal effect as an original handwritten signature) and your acceptance of and agreement to these Terms and Conditions.