E-PORTAL ACCESS AGREEMENT
IMPORTANT: PLEASE CAREFULLY READ THIS ENTIRE AGREEMENT BEFORE YOU USE ANY E-PORTAL SERVICES. THIS AGREEMENT CONTAINS PROVISIONS THAT LIMIT OR EXCLUDE OUR LIABILITY TO YOU. BY ACCESSING OR ATTEMPTING TO ACCESS ANY E-PORTAL SERVICES, AND/OR BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT AND HAVE AGREED TO BE BOUND BY ITS TERMS. IF YOU disagree WITH THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE OR ATTEMPT TO USE ANY E-PORTAL SERVICES.
In this Agreement, the following terms and expressions will have the following meanings:
“Access Device” means any device allowing you to use or access the E-Portal Services, including, but not limited to, personal computers and hand-held web-enabled devices.
“Account” means any account you have with Central Valley Medical to which you request access through the E-Portal Services.
“Common View” means the ability to view (and, if applicable transact business on) accounts of multiple business entities or individuals at the same time using the same User ID and Password.
“Electronic Instruction” means any instruction regarding an Account or E-Portal Services transmitted through an Access Device.
“E-Portal Services” means any products or services, including access to Accounts that are available through those portions of our Web Site that require a User ID and Password, as such products or services may change from time to time.
“Information Provider” means a Third Party who provides Central Valley Medical with content for the Web Site.
“Password” means your E-Portal Services personal password initially assigned to you in connection with the E-Portal Services, as it may be amended by you from time to time.
“Third Party” means any person, entity, governmental authority, or organization other than Central Valley Medical.
“User ID” means the unique user-number identifier used by you to access the E-Portal Services. “Central Valley Medical,” “we,” “our,” or “us” means Central Valley Medical, its affiliates, successors, and assigns.
“Web Site” means all web-pages and files posted by Central Valley Medical under the domains www.www.central-valley-med.com. as may be amended from time to time by Central Valley Medical.
“you” or “your” means the individual accessing and using the Web Site and includes any corporation, partnership, or other business entity on whose behalf such an individual is accessing and using the E-Portal Services.
USE OF SERVICES
- You may only use the E-Portal Services to access an Account you are authorized to access and to conduct such transactions as you are authorized to
- You will not use the E-Portal Services for any illegal or improper purpose or take any action that could undermine the security or integrity of, or interrupt the operations of, the E-Portal Services. You agree not to modify, move, add to, delete or otherwise tamper with any proprietary information contained in the Central Valley Medical Web. You also agree not to decompile, reverse engineer, disassemble or unlawfully use or reproduce any of the software, copyrighted or trademarked material, trade secrets, or other proprietary information contained in the Web Site.
- You agree to comply with all applicable local, provincial, state, national, international, and foreign laws, treaties, and regulations applicable to you in connection with the use of the E-Portal Services.
WARRANTY OF AUTHORITY
If you are accessing the E-Portal Services on behalf of one or more business entities (such as a corporation or a partnership), you warrant that you have the full authority of each such business entity to do so. You further warrant that you have the authority to legally bind such business entities to the provisions of this Agreement.
If you have been given Common View rights, you agree to protect the confidentiality of the personal and/or business information of all of the business entities or individuals whose Accounts you can access according to your Common View rights.
USER IDS AND PASSWORDS
- Password Confidentiality: You agree to keep your User ID and Password absolutely confidential and to ensure your Password is never disclosed, accidentally or otherwise, to anyone
At any time. You are solely responsible for the maintenance and security of your User ID and Password.
- Use of User ID and Password: You are responsible for all consequences and losses relating to the use of your User ID and Password, whether or not you authorized that use. If you know or suspect your User ID or Password is being misused, you must, as soon as possible, notify Central Valley Medical by telephone as specified in section (c) below, and immediately change your Password (please see the Central Valley Medical Web Site for information on how to change passwords). You agree that, until we receive such notice and have had a reasonable opportunity to implement measures to prevent unauthorized use of your User ID or Password, you will remain liable for all unauthorized use of your User ID or Password that may occur as a result of authorized or unauthorized use of your User ID and Password. Once we have received proper notice from you and we have had a reasonable opportunity to implement measures to prevent unauthorized use of your User ID and Password, you will no longer be responsible for unauthorized use of your User ID or Password from that point forward. You understand and acknowledge that Central Valley Medical shall incur no liability for any consequences and/or losses that occur through your use or misuse of your User ID and Password.
You may notify Central Valley Medical by phone by calling the Customer Portal Help Line toll-free at 1-866-391-6283 during its regular hours of service. The hours of service are 8:00 am to 5:00 pm (Neneng, Kevin, Pacific Standard Time) from Monday to Friday. Central Valley Medical reserves the right to ask validating questions before accepting any instructions by telephone. Central Valley Medical does not accept any liability for failing to ask validating questions.
Central Valley Medical may treat your Electronic Instructions as documents written and signed by you. You acknowledge that an Electronic Instruction is final, and you cannot object to it later. Central Valley Medical may, at its sole discretion, decline to act on Electronic Instructions and shall not incur any liability for failing to do so. Central Valley Medical may maintain a database of your Electronic Instructions.
Central Valley Medical’s records of your Electronic Instructions will be conclusive and binding on you in any disputes, including any legal proceedings, as the best evidence of your Electronic Instructions in the absence of clear proof that Central Valley Medical’s records are wrong or incomplete.
Central Valley Medical is committed to keeping your confidential information safe and has in place reasonable measures to protect the security of the E-Portal Services. To protect you and your data,
Central Valley Medical may suspend your use of the Web Site or any Account, without notice, pending an investigation, if Central Valley Medical suspects that a breach of security has occurred.
You acknowledge that ensuring your information (including personal, financial, and business information) requires you to exercise safe computing practices. These safe computing practices are in addition to your responsibility to maintain the confidentiality of your User ID and Password. You must properly log off, disconnect, and close your Internet browser after each session in which the E-Portal Services have been accessed or used.
The Access Device you use to access the E-Portal Services may be vulnerable to viruses or online attacks that seek to intercept sensitive information that you provide through the Internet. To reduce the chances of harm, it is your responsibility to ensure that any Access Device you use to access the E-Portal Services has an up-to-date anti-virus program, anti-spyware program, and firewall.
Central Valley Medical does not assume any liability or responsibility whatsoever for computer viruses or other destructive programs received during the electronic transmission of content from the E-Portal Services or any sites accessed through links provided through the E-Portal Services.
Central Valley Medical offers the E-Portal Services to improve the accessibility of information to its customers. The E-Portal Services are not intended to provide management, financial, technical, or other advice, and they are not intended to be used as a substitute for specific professional advice. You assume all responsibility for your use or non-use of the information you obtain through the E-Portal Services and any information you may access through the Central Valley Medical Web Site. You assume all responsibility for any action or inaction you may perform or refrain from performing based on the information you obtain through the E-Portal Services and the Central Valley Medical Web Site.
The content of the E-Portal Services may be protected by copyright. You may not copy, reproduce, publish, distribute, modify, or perform any content protected by copyright without obtaining permission of the copyright owner. You are granted a limited license to view the content contained in the E-Portal Services via an electronic display for your personal (including your business) purposes only. Any other use or distribution of the content, in whole or in part, is prohibited without the written consent of the author. Central Valley Medical and its Information Providers and licensors reserve all intellectual property rights to content included within the E-Portal Services.
LIMITATIONS OF LIABILITY
- In addition to any other limitations on Central Valley, Medical’s liability contained elsewhere in this Agreement, Central Valley Medical’s liability for loss or damages arising under this Agreement or in connection with the
E-Portal Services will be limited in the aggregate to direct damages arising out of the failure of Central Valley Medical’s employees to take commercially reasonable steps to comply with Central Valley Medical’s obligations under this Agreement. Central Valley Medical’s aggregate liability for any such events is limited to $50.00 (USD).
- Under no circumstances shall Central Valley Medical (or its directors, officers, employees, agents, representatives, affiliates and Information Providers) be liable to you or any Third Party:
- for any direct (except as set out in 12(a) above), indirect, special or consequential damages, or for any loss of profit, loss of revenue, loss of reputation, or loss of business opportunity, that result in any way from your access or use of the E-Portal Services or from your use or non-use of the information you obtain through the E-Portal Services and any information you may access through the Central Valley Medical Web Site, or from any action or inaction you may perform or refrain from performing based on the information you obtain through the content of the E-Portal Services and the content of the Central Valley Medical Web Site;
- for any losses, damages, or expenses arising out of your use or non-use of, or reliance or non-reliance on, any E-Portal Services or access to the Internet or any part thereof;
- for any losses, damages, or expenses (including legal fees) arising out of any allegation, claim, suit, or other proceeding based on a contention that the use of the E-Portal Services by you or a Third Party infringes the intellectual property rights or contractual rights of any Third Party; and
- for any losses, damages, or expenses arising due to events beyond Central Valley Medical’s
- The limitations and exclusions of liability described in this Agreement shall apply regardless of whether the cause of action is in the contract (including, without limitation, breach of a fundamental term) or tort (including, without limitation, negligence).
- The limitations and exclusions of liability contained in this Agreement shall apply to the farthest extent allowed by
To the fullest extent permitted by law, Central Valley Medical provides the E-Portal Services on an “as is, where is” basis and does not make any express or implied warranties, representations, endorsements, or conditions concerning the E-Portal Services or to any content or information contained in or provided by the E-Portal Services. This includes, without limitation, warranties as to merchantability, operation, non-infringement, usefulness, completeness, accuracy, correctness, reliability, or fitness for a particular purpose.
Further, to the fullest extent permitted by law, Central Valley Medical does not represent or warrant: that the E-Portal Services will be available and meet your requirements;
- that access to the E-Portal Services will be uninterrupted;
- that there will be no delays, failures, errors, or omissions with the E-Portal Services
- that there will be no loss of transmitted information from or through the E-Portal Services;
- that no viruses or other contaminating or destructive properties will be transmitted by or through the use of the E-Portal Services; or
- that no damage will occur to your computer system by or through the use of the E-Portal Services.
You have sole responsibility for adequate protection and backup of data and/or Access Devices and take reasonable and appropriate precautions to scan for computer viruses or other destructive properties.
The E-Portal Services may contain forward-looking statements and reflect Central Valley Medical’s expectations regarding future operations, financial conditions, and achievements. All statements included in the E-Portal Services that address activities, events, or developments that Central Valley Medical or its management expect or anticipate will or may occur in the future, the growth of the business and operation, competitive strengths, strategic initiatives, planned capital expenditures, plans, and references to future operations and results of Central Valley Medical and such matters, are forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, and achievements of Central Valley Medical to be materially different from any future results, performance, and achievements expressed or implied by those forward-looking statements. Many of these risks are beyond the control of Central Valley Medical. This cautionary statement qualifies all forward-looking statements appearing in the E-Portal Services, and there can be no assurance that the developments or results anticipated by Central Valley Medical will be realized, or even substantially realized, that such results will have the expected consequences for, or effects on, Central Valley Medical. Subject to applicable security law requirements, Central Valley Medical disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Certain names, words, titles, phrases, logos, icons, graphics, or designs in the E-Portal Services pages may constitute trade names, trademarks, or service marks of Central Valley Medical or its Information Providers. The display of trademarks on the E-Portal Services pages does not imply that a license of any kind has been granted to you. You may not use the trademarks, logos, and service marks (“Marks”) for any purpose including, but not limited to, use as hyperlinks, hot links, or meta tags in other pages or Internet sites without the written permission of the owner of the Marks, whether that is Central Valley Medical or one of its Information Providers.
Links to websites provided as part of the E-Portal Services are meant for convenience only. Central Valley Medical is not responsible for the content, accuracy, or opinions expressed in such websites. Central Valley Medical does not investigate, monitor, or check the accuracy or completeness of Third-Party websites.
The inclusion of any linked website does not imply approval or endorsement by Central Valley Medical of the linked websites or contents or information contained in such websites. Central Valley Medical makes no representations about any other website or information that you may access through the Central Valley Medical Web Site. Central Valley Medical does not assume any liability or responsibility whatsoever for the operation of, or content at, any of the linked resources, nor for any of the interpretations, comments, or opinions expressed therein.
Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators sitting in a location selected by Executive within fifty (50) miles from the location of Central Valley Medical, by the rules of the State of California and Federal Laws then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that Executive shall be entitled to seek specific performance of his right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.
This Agreement shall be treated as though it were executed and performed in the State of California, USA, and shall be governed by, construed, and enforced by the laws of the State of California and the federal laws of the United States of America applicable therein. Without
Limiting in any way the application of Section 17, you irrevocably submit and attorn to the exclusive jurisdiction of the courts of the State of California for the determination of any matters under this Agreement.
CHANGES TO AGREEMENT
Central Valley Medical may change the terms and conditions of this Agreement from time to time in any one or more of the following ways:
a notice displayed on the Central Valley Medical Web Site and/or on the login screens accessed when using the
E-Portal Services, and/or by requiring you to electronically accept the additional or amended terms and conditions of this Agreement at any time.
If you continue to use any of the E-Portal Services after the effective date of any additional or amended terms or conditions to this Agreement, then you will be deemed to have accepted such additional terms or conditions.
Central Valley Medical reserves the right, in its sole discretion, to suspend or terminate any E-Portal Services or your use of any E-Portal Services at any time and for any reason.
Any provision of this Agreement which is, deemed to be, or becomes void, illegal, invalid or unenforceable shall be severable from this Agreement and shall not impair the remaining provisions of this Agreement.
The parties to this Agreement have required that this Agreement and all deeds, documents, and notices related to this Agreement be drawn up in the English language.
BY CLICKING “I AGREE,” YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.