MHNConnect Terms of Use

MHNU Corporation, doing business as Medical Home Network (hereinafter “MHN”, “we” or “us”), operates the MHNConnect Portal (the “MHNConnect Portal” or “MHNConnect”) as a Business Associate on behalf of one or more Covered Entities. “Portal Participants” are entities that have entered into a contractual agreement with MHN (“Portal Participation Agreement”) regarding the terms and conditions for using the MHNConnect Portal. Portal Participants may access and use, and may authorize appropriate individuals (“Authorized Users”) to access and use MHNConnect in accordance with their Portal Participation Agreement and the MHNConnect Policies and Procedures

Acceptance of the Terms of Use

These terms of use are entered into by and between you and MHN. The following terms and conditions, together with the MHNConnect Policies and Procedures, incorporated herein by reference (collectively, these “Terms of Use”), govern your access to and use of MHNConnect (www.MHNConnect2.com), including any Data, other content, functionality and services offered on or through MHNConnect (the ”Website”).

Please read the Terms of Use carefully before you start to use the Website. By accessing or using the MHNConnect Portal, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the MHNConnect Portal.

The MHNConnect Portal provides Authorized Users access to Data about  patients for a Permitted Purpose only. Please read the MHNConnect Policies and Procedures before accessing and using the MHNConnect Portal. (Capitalized terms not defined here are defined in the MHNConnect Policies and Procedures.) Compliance with the posted MHNConnect Policies and Procedures is a requirement for access to and use of the MHNConnect Portal. An Authorized User who disagrees or cannot comply with these Terms of Use or the posted MHNConnect Policies and Procedures must not access or use the MHNConnect Portal.

MHNConnect is offered and available to users who are Authorized Users. By using this Website, you represent and warrant that you are of legal age to form a binding contract with MHN. If you are not an Authorized User, you must not access or use MHNConnect.

Please check the posted MHNConnect Policies and Procedures periodically for modifications and updates.

Changes to the Terms of Use

MHN may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. If revised Terms of Use are posted, you will be required to agree to the revised Terms of Use before you can access the MHNConnect Portal. The revised Terms of Use will apply to all access to and use of the MHNConnect Portal thereafter. However, any changes to the dispute resolution provisions set forth in the Dispute Resolution section of these Terms of Use will not apply to any disputes for which the parties have actual notice prior to the date the change is posted on the MHNConnect Portal.

Your continued use of the MHNConnect Portal following your agreement to the revised Terms of Use means that you are bound by the changes.

Access to the MHNConnect Portal and Account Security

To access the MHNConnect Portal and its Content, you may be asked to provide certain registration details or other information. It is a condition of your use of the MHNConnect Portal that all the information you provide as part of your registration is correct, current and complete. You agree that all information you provide as part of your registration is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Access, Use and Password requirements are set forth in the MHNConnect Policies and Procedures. You must treat your user name, password or any other piece of information provided as part of our security procedures, as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this MHNConnect Portal or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Duo Multifactor Authentication>

Users who implement the Duo Multifactor Authentication services available for MHNConnect hereby consent to the use of their information by Duo Security as described in Duo Security’s Services Privacy Notice and to the Duo Service Terms and Conditions.

Intellectual Property Rights

All rights, title and interest in and to MHNConnect, including the Data and other content and all intellectual property rights, including all copyright, trademark, patent and trade secret rights therein (the “Content”) shall remain with MHN and/or MHN’s licensees, licensors and vendors; no ownership interest is transferred to Portal Participants, Authorized Users, or any other entity by virtue of making the Content available in the MHNConnect Portal.

These Terms of Use permit you to use MHNConnect only for a Permitted Purpose. You must not access, obtain, view, copy, use, disclose, modify, download, store, transmit or otherwise use the material on MHNConnect, except as follows:

 

• For the Permitted Purpose as set forth in your organization’s Portal Participation Agreement.

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

• You may store files that are automatically cached by your Web browser for display enhancement purposes.

If you wish to make any use of material on the MHNConnect Portal other than that set out in this section, please address your request to: compliance@mhnconnect.org.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of MHNConnect or its Content in breach of these Terms of Use, your right to use the MHNConnect Portal will cease immediately and you must, at MHN’s option, return or destroy any copies of the materials you have made. No right, title or interest in or to MHNConnect or any Content on MHNConnect is transferred to you, and all rights not expressly granted are reserved by MHN. Any use of MHNConnect not expressly permitted by these Terms of Use or the Participant’s Portal Participation Agreement is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Prohibited Uses

You must not use the MHNConnect Portal:

• for any purpose or activity that violates the law (including, without limitation, any laws regarding the export of data or software to and from the US or other countries and the limitations imposed by HIPAA-HITECH);

• to infringe or facilitate the infringement of any copyright, patent or other intellectual property right;

• in violation of the MHNConnect Policies and Procedures or these Terms of Use;

• to send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.

• to impersonate or attempt to impersonate MHN, an MHN employee, another user or any other person or entity

• in a manner causing or creating a material risk of harm to the MHNConnect Portal, MHN or its subcontractors, a Portal Participant, another Authorized User, a patient or any other third party;

• to engage in any other conduct that restricts or inhibits anyone’s use of the MHNConnect Portal, or which, as determined by us, may harm MHN or users of the MHNConnect Portal or expose them to liability.

• provide materially false information for purposes of being authenticated, authorized or identified as an Authorized User;

• be charged with, convicted of or disciplined for committing identity theft or violating any information privacy or information security law; or

• be excluded from participation in Medicaid, Medicare or any other government health program.

 

Additionally, you agree not to:

• use the MHNConnect Portal or any device used to access it in any manner that could disable, overburden, damage, or impair the proper working of or access to or interfere with any other party’s use of the MHNConnect Portal, including their ability to engage in real time activities through the MHNConnect Portal.

• use any device, process, software or means to access the MHNConnect Portal for any purpose, other than a Permitted Purpose.

• use any manual process to monitor or copy any of the material on the MHNConnect Portal or for any purpose other than a Permitted Purpose without our prior written consent.

• use any device, software, process or means that interferes with the proper working of the MHNConnect Portal.

• introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

• attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the MHNConnect Portal, the server on which the MHNConnect Portal is stored, or any server, computer or database connected to the MHNConnect Portal.

• attack the MHNConnect Portal or otherwise attempt to interfere with the proper working of the MHNConnect Portal.

Data Conditions and Usage

The MHNConnect Portal is used to collect and aggregate Data from third parties and to make available Data to Portal Participants and their Authorized Users for Permitted Purposes. The MHNConnect Portal offers a snapshot of certain Data. The MHNConnect Portal does not provide complete medical information, a medical record or a medical history for any patient. Data stored in the MHNConnect Portal may exclude information about substance abuse, mental health, HIV and other sensitive conditions. The MHNConnect Portal is not intended to and will not make clinical or other decisions. The MHNConnect Portal is not a substitute for consultation with patients and their other health care providers or for the exercise of professional judgment by Portal Participants and their Authorized Users.

MHN is not responsible, or liable to you or any third party, for the content or accuracy of any Data presented on the MHNConnect Portal. The Data is solely for the use of Authorized Users accessing it for a Permitted Purpose. MHN does not warrant the accuracy, completeness or usefulness of the Data. Professional judgment must be exercised regarding the use of and reliance on the Data available through the MHNConnect Portal. An Authorized User should confer with the Authorized User’s patients and with those patients’ other health care providers to ensure access to all information necessary and appropriate for treatment. Any reliance you place on the Data is strictly at your own risk. MHN disclaims all liability and responsibility arising from any reliance placed on the Data by you or any other visitor to the MHNConnect Portal, or by anyone who may be informed of any of its contents.

 

MHNConnect Portal Records.

MHN will maintain records related to the operation of the MHNConnect Portal, as MHN determines appropriate. MHN will not maintain, and will not be responsible for maintaining, records of the content of any Data furnished to or accessed through the MHNConnect Portal by Portal Participants or for inspecting the content of any Data.

Website Links; User Content; Monitoring and Enforcement; Termination

Website Links and User Content - MHNConnect may offer links to related medical websites not managed by MHN. These website link(s) are for informational purposes only. MHN does not endorse and has not verified the accuracy of the information in/on these websites, and the user should exercise their own professional judgment and not rely solely on any of the information found on the websites for purposes of treatment or diagnosis.

MHN has the right to:

• Remove or refuse to post any Content posted by a user (User Content”) for any or no reason in our sole discretion.

• Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the MHNConnect Portal or the public or could create liability for the MHN.

• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the MHNConnect Portal.

• Terminate or suspend your access to all or part of the MHNConnect Portal for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the MHNConnect Portal. YOU WAIVE AND HOLD HARMLESS MHN FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY MHN DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER MHN OR LAW ENFORCEMENT AUTHORITIES.

However, MHN cannot undertake a review of all material before it is posted on the MHNConnect Portal, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Medical Home Network Copyright Policy

 

MHN respects intellectual property rights and takes claims of copyright infringement seriously. All users of MHNConnect and any other websites controlled by MHN (the “Website”) are required to comply with applicable copyright laws. This Website accommodates and does not interfere with copyright holders’ standard technical measures to protect intellectual property. We will take action upon infringing material, including removal of or disabling access to such material, if we have actual or constructive knowledge of infringement or if we receive notice from a copyright holder alerting us to copyright infringement.

Take-Down Notice Procedures

If you believe materials accessible on or from this Website infringe your copyright, you may request removal of or denial of access to such materials by submitting written notification to our Copyright Agent designated below. MHN will respond promptly to any claim of infringement in accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”). Written notice (the “DMCA Notice”) to MHN must substantially include the following:

• Your physical or electronic signature.

• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.

• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

• Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).

• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.

• A statement that the information in the written notice is accurate.

• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Failure to include each of these elements in your DMCA Notice as required by Section 512(c)(3) of the DMCA may constitute an ineffective notice upon which no action will be taken.

Our designated Copyright Agent is:

Gail Vijuk

Controller

MHNU Corporation

180 N Stetson Ave. Suite 600-1

Chicago, IL 60601

312.274.0126

gvijuk@mhnchicago.org

 

Please submit only legitimate claims for copyright infringement in your DMCA Notice. Knowingly submitting a false DMCA Notice may result in your being held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. If you are unsure whether material available on our Website infringes your copyright, you should contact an attorney before submitting a DMCA Notice.

 

Take-Down Notification to Alleged Infringer and Counter-Notices

 

If we remove or disable access to material in response to an effective DMCA Notice, we will make a good-faith attempt to contact the user who generated such material so that such user may file a counter-notification with us (a “Counter-Notice”) pursuant to Sections 512(g)(2) and (3) of the DMCA. If you are submitting a Counter-Notice, it must substantially include the following:

• Your physical or electronic signature.

• An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.

• Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).

• A statement, under penalty of perjury, that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.

• A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service of process from the person (or an agent of that person) who provided the Website with the complaint at issue.

All Counter-Notices should be sent to our Copyright Agent. Please submit only legitimate Counter-Notices. Knowingly submitting a false Counter-Notice may result in your being held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Upon receipt of a Counter-Notice, we will promptly provide the sender of the DMCA Notice with a copy of your Counter-Notice. Then, we will replace the removed material or cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter-Notice, unless our Copyright Agent first receives notice from the sender of the DMCA Notice that such person has filed an action seeking a court order to restrain the person engaged in the allegedly infringing activity from doing so on our Website.

Termination of Repeat Infringers

We document all instances and notices of infringement. Our documentation procedures identify users who are repeat infringers. If you repeatedly infringe others’ intellectual property rights (a determination we make in our sole discretion), we will disable or terminate your access to our Website or systems in appropriate circumstances. MHN will take into account relevant facts and circumstances when determining whether or not termination of access or use privileges of a repeat infringer is appropriate. If “repeat infringer” is ever defined by statute, law, or regulation, MHN will adopt that definition as a minimum standard. MHN reserves the right, in its sole discretion, to terminate any user’s access to our Website or systems for actual or apparent infringement of intellectual property rights, whether or not they are repeat infringers.

REGARDLESS OF WHETHER MHN TERMINATES ACCESS OR USE PRIVILEGES OF ANY PERSON OR ENTITY, REPEAT INFRINGER OR OTHERWISE, MHN DOES NOT WAIVE ANY RIGHT TO PURSUE ANY AVAILABLE REMEDY AT LAW OR IN EQUITY AGAINST COPYRIGHT INFRINGERS OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS VIOLATORS, NOR WILL MHN INDEMNIFY OR PROVIDE LEGAL REPRESENTATION TO ANY ALLEGED INFRINGER IN ANY ACTION ARISING FROM THE ALLEGED INFRINGER’S USE OF MHN’S WEBSITE OR SYSTEM.

Content Standards

These content standards apply to any and all Content posted on the site. Content must in its entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.

• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.

• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

• Be likely to deceive any person.

• Promote any illegal activity, or advocate, promote or assist any unlawful act.

• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.

• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.

• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

 

 

Changes to the MHNConnect Portal

We reserve the right to withdraw or amend this MHNConnect Portal, and any service or material we provide on the MHNConnect Portal, in our sole discretion without notice. We will not be liable if for any reason all or any part of the MHNConnect Portal is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the MHNConnect Portal, or the entire MHNConnect Portal, to users, including registered users.

Information About You and Your Visits to the MHNConnect Portal

All information we collect on this MHNConnect Portal is subject to our Privacy Policy. By using the MHNConnect Portal, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Geographic Restrictions

MHN is based in the state of Illinois. We provide this MHNConnect Portal for use only by persons located in the United States. Access to the MHNConnect Portal may not be legal by certain persons or in certain countries. Do not access the MHNConnect Portal from outside the United States.

Disclaimer of Liability

NEITHER MHN NOR ITS EMPLOYEES SHALL BE HELD LIABLE FOR ANY IMPROPER OR INCORRECT USE OF ANY OF THE CONTENT AND ASSUME NO RESPONSIBILITY FOR ANYONE'S USE OF THE INFORMATION. PARTICIPANT IS SOLELY RESPONSIBLE FOR ANY AND ALL ACTIONS OR OMISSIONS TAKEN OR MADE BY PARTICIPANT OR ITS AUTHORIZED USERS IN RELIANCE ON OR IN CONNECTION WITH ACCESS TO THE MHNCONNECT PORTAL OR THE CONTENT THEREIN.

MHN CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE MHNCONNECT PORTAL WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR SITE FOR ANY RECONSTRUCTION OF ANY LOST DATA.

MHN WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE MHNCONNECT PORTAL OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE MHNCONNECT PORTAL OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT. MHN HAS NO RESPONSIBILITY OR OBLIGATION TO REPLACE ANY HARDWARE, SOFTWARE OR MEDIA DAMAGED BY ACCESS TO, OR ACCIDENT, ABUSE OR MISUSE OF THE MHNCONNECT PORTAL OR THE CONTENT THEREIN.

IN NO EVENT SHALL MHN OR ITS EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR ANY OTHER DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE MHNCONNECT PORTAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY, INCLUDING BUT NOT LIMITED TO THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.

Disclaimer of Warranties

MHN PROVIDES THIS DATA ON AN "AS IS" AND “AS AVAILABLE” BASIS. ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM CONTAMINATION BY COMPUTER VIRUSES AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE DISCLAIMED.

NEITHER THE MHN NOR ANY PERSON ASSOCIATED WITH THE MHN MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE MHNCONNECT PORTAL. WITHOUT LIMITING THE FOREGOING, NEITHER THE MHN NOR ANYONE ASSOCIATED WITH THE MHN REPRESENTS OR WARRANTS THAT THE MHNCONNECT PORTAL, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE MHNCONNECT PORTAL WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE MHNCONNECT PORTAL OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE MHNCONNECT PORTAL WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless MHN, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the MHNConnect Portal, including, but not limited to, your User Contributions, any use of the MHNConnect Portal’s content, services and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the MHNConnect Portal.

Governing Law and Jurisdiction

All matters relating to the MHNConnect Portal and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule. Any action or proceeding arising out of, or related to, these Terms of Use or the MHNConnect Portal shall be instituted exclusively in the federal courts of the United States or the courts of the State of Illinois, located in Chicago, Illinois.

 

Dispute Resolution

a. The parties will make good faith efforts to first resolve internally any dispute arising from or related to the MHNConnect Portal and these Terms of Use before submitting it to mediation or arbitration. Neither party may submit the dispute for mediation under Subsection (b) until thirty (30) days have elapsed from the initiation of such good faith efforts.

b. Mediation and Arbitration. You irrevocably and unconditionally waive any right you may have to a trial by jury in respect of any legal action arising out of or relating to the MHNConnect Portal or these Terms of Use. If a dispute arises out of or relates to MHNConnect Portal or these Terms of Use and the parties fail to settle the dispute through negotiation pursuant to Subsection (a), MHN may elect, at its sole discretion, to submit the dispute to a sole mediator with experience in health information technology and clinically integrated networks. The parties shall select the mediator by mutual agreement. The parties shall bear their own costs associated with the mediation, and shall share equally the costs of the mediator. If the parties do not resolve the dispute within thirty (30) days from the commencement of the mediation, and do not mutually agree to extend the thirty (30) day period, the parties agree to settle the dispute by binding arbitration in accordance with the American Health Lawyers Association Alternative Dispute Resolution Service Rules of Procedure for Arbitration by a single arbitrator with experience in health information technology and clinically integrated networks. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction in Chicago, Illinois. The parties, their representatives, other participants, and the mediator and/or arbitrator shall hold the existence, content, and results of the dispute resolution proceedings in confidence. This provision shall survive the termination of this Agreement.

Waiver and Severability

No waiver by MHN of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of MHN to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, the MHNConnect Policies and Procedures and each Portal Participant’s Participation Agreement constitute the sole and entire agreement between you and MHN with respect to MHNConnect and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to MHNConnect.


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