Last Modified: July 16, 2019

THIS DOCUMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AND IT IMPOSES CONDITIONS, LIMITATIONS, AND EXCEPTIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, OR IF YOU DO NOT COMPLY WITH THEM, YOU ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE AND ITS CONTENTS.

Introduction

These website terms of use (the “Terms of Use”) are a legal agreement entered into by and between you and ProviderTrust, Inc. (“ProviderTrust” “we,” and “us”). By accessing or otherwise using this website (the “Site”), you acknowledge that you have read, understood, and agreed to be bound by these Terms of Use together with any documents it expressly incorporates by reference and to comply with all applicable laws and regulations in accessing and using the Site. The content provided on this Site is protected by law, including without limitation United States copyright law and international treaties. These Terms of Use applies to your access to and use of this Site and do not alter in any way the terms and conditions of any other agreement you may have with ProviderTrust for products, services, or otherwise (any such other agreement, a “Separate Agreement”).

Changes to these Terms of Use

WE MAY MODIFY THESE TERMS OF USE AT ANY TIME AND FROM TIME TO TIME IN OUR SOLE DISCRETION WITHOUT NOTICE TO YOU BY UPDATING THIS POSTING. YOU SHOULD REVIEW THESE TERMS OF USE PERIODICALLY IN ORDER TO MAKE SURE THAT YOU ARE AWARE OF THE MOST CURRENT TERMS AND CONDITIONS FOR THE USE OF THE SITE.

Privacy Policy

You acknowledge that you have read and understand the privacy policy posted from time to time by ProviderTrust at www.providertrust.com/privacy-policy and/or at links available from the Site (the “Privacy Policy”), which concerns the collection and use of your personal information by ProviderTrust in conjunction with or related to use of the Site and electronic communications with ProviderTrust other than pursuant to a Separate Agreement.

Ownership

You acknowledge and agree that all right, title, and interest in the Site and all works of authorship and other materials contained on or available through the Site, including without limitation any software, data, text, photos, pictures, graphics, images, audio and video clips, logos, icons, and links, and the selection and arrangement thereof (collectively, the “Materials”) are and shall remain exclusively the property of ProviderTrust and/or its licensors.  ProviderTrust grants you no license or rights whatsoever in or to the Site and the Materials except as expressly set out in these Terms of Use.

You acknowledge that the trademarks, service marks, trade names, logos, and trade dress used and displayed on the Site and in the Materials (whether registered and unregistered, collectively, the “Trademarks”) are and shall remain exclusively the property of ProviderTrust and/or its licensors.  ProviderTrust grants you no license or rights whatsoever in or to any Trademarks, and nothing on the Site or in the Materials shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark.

Use of Site and Materials; Restrictions

Subject to the terms and conditions of these Terms of Use, and solely for your legitimate personal, non-commercial use or for legitimate purposes of your evaluation (on behalf of yourself or a third party) of a potential business relationship with ProviderTrust or for legitimate promotion of ProviderTrust (collectively, the “Legitimate Purposes”), ProviderTrust grants you a limited, personal, non-exclusive, non-transferrable, non-sublicensable, revocable license to access and use the Site and to download, copy, distribute, and display the Materials provided that you do not modify such Materials and you retain all copyright and other proprietary notices contained in such Materials.

You shall not modify, copy, distribute, transmit, sell, transfer, broadcast, circulate, display, perform, reproduce, publish, license, create derivative works from, or otherwise use in any other way for commercial or public purposes, in whole or in part, the Site or the Materials except as expressly permitted in these Terms of Use or as otherwise expressly approved in writing by ProviderTrust.

Without limiting the foregoing, you shall not do, attempt to do, or assist or encourage another person to do any of the following:

  1. use the Site or Materials in any way that violates federal, state, local, or international law or regulation or generally accepted practices or guidelines in relevant jurisdictions (including without limitation any laws or regulations regarding the export of data or software to and from the United States or other relevant countries);
  2. use the Site to transmit or engage in unsolicited commercial communications;
  3. access the Site or Materials by any means other than through the interface that is provided by ProviderTrust, including without limitation not accessing the Site through any automated means (such as scripts or web crawlers), or otherwise gain unauthorized access to, interfere with, damage, disrupt, or circumvent any of the security features of any part of the Site (or the networks, servers, applications, and databases that provide or are connected to the Site);
  4. conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction, and data harvesting) from or with regard to the Site;
  5. post, transmit, or store on or through the Site, or introduce to the Site (or the networks, servers, applications, and databases that provide or are connected to the Site) or to any person accessing or using (or attempting to access or use) the Site, (i) material that, in the judgment of ProviderTrust in its sole discretion, is in violation of any local, state, federal, or international law or regulation, is harmful, threatening, abusive, harassing, tortious, or defamatory, or libelous to any person, is vulgar, obscene, pornographic, invasive of another’s privacy, hateful, promotes violence, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or otherwise is objectionable or (ii) any spyware, viruses, ransomware, Trojan horses, worms, keystroke loggers, rootkits, logic bombs, or other material that is, or is intended to be, malicious or harmful;
  6. engage in any activity that interferes with or disrupts, or is intended to interfere with or disrupt) the Site (or the networks, servers, applications, and databases that provide or are connected to the Site); or
  7. impersonate ProviderTrust, a ProviderTrust employee, another user, or any other person or entity (including without limitation by using e-mail addresses associated with any of the foregoing).

Any unauthorized use of any this Site or the Materials may violate copyright, trademark, privacy, communications, and/or other applicable laws and/or regulations.

Pursuant to 17 U.S.C. Section 512, as amended by Title II of the Digital Millennium Copyright Act (the “Act”), ProviderTrust reserves the right to terminate your use of the Site or the information and content contained therein if it determines in its sole and absolute discretion that you are involved in infringing activity, regardless of whether such alleged infringement is a first-time or repeat occurrence or whether the material or activity is determined ultimately to be infringing.

User Contributions

You acknowledge and agree that ProviderTrust may treat any information, questions, comments, suggestions, or ideas that you send to us by or through the Site, at any e-mail address we have provided on the Site or in the Materials, or through any other means, such as submission forms (collectively, “User Contributions”), as being non-confidential and non-proprietary as to you.  By providing any User Contributions, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, the perpetual, worldwide right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose without owing any compensation to you and without the obligation to attribute the same to you.  You represent and warrant that (i) you own all rights in and to your User Contributions and have the right to grant the foregoing rights and (ii) all of your User Contributions will comply with these Terms of Use.

Hyperlinks and Social Media Features

Subject to the terms and conditions of these Terms of Use, and solely for the Legitimate Purposes, ProviderTrust grants you a limited, personal, non-exclusive, non-transferrable, non-sublicensable, revocable right to create a “hypertext” link to the Site provided that such link does so in a way that is fair and legal, does not portray ProviderTrust or any of its products, services, or personnel in a false, misleading, derogatory, or defamatory manner, and does not otherwise damage our reputation or take advantage of it.  You may not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.  This limited right may be revoked at any time for any reason whatsoever.  You may not use framing techniques to enclose any portion of the Site or Materials, including without limitation any Trademark. 

Links to third-party sites contained on this Site are provided solely as convenience to you.  If you use these links, you will leave this Site.  ProviderTrust has not reviewed all of these third-party sites and does not control and is not responsible for any of these sites, their content, or their policies, including without limitation privacy policies or lack thereof.  ProviderTrust does not endorse or make any representations about third-party sites or any information, software, or other products or materials found there or any results that may be obtained from using them.  If you decide to access any of the third-party sites linked to this Site, you do so entirely at your own risk.  You acknowledge and agree that ProviderTrust shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with, the use of or reliance on any such third-party websites.

The Site may provide certain social media features that enable you to link from your own or certain third-party websites to certain content on the Site, send e-mails or other communications with certain content, or links to certain content, on the Site, or cause limited portions of content on the Site to be displayed or appear to be displayed on your own or certain third-party websites.  You may use these features solely for the Legitimate Purposes, solely as they are provided by us, and solely with respect to the content with which they are displayed.  Subject to the foregoing, you shall not (i) establish a link from any website that is not owned by you, (ii) cause the Site or portions of it to be displayed, or appear to be displayed, by framing, deep linking, in-line linking, or other such techniques on any other site, (iii) link to any part of the Site other than the homepage, or otherwise take any action with respect to the materials on the Site that is inconsistent with any other provision of these Terms of Use.  We may disable all or any social media features and any links at any time without notice in our discretion.

Modifications and Interruption of Service

ProviderTrust reserves the right to modify or discontinue the Site with or without notice.  ProviderTrust shall not be liable to you or to any third party should ProviderTrust exercise its right to modify or discontinue the Site.

Information About You and Your Visits to the Site

All information we collect on the Site is subject to our Privacy Policy.  By accessing or using the Site, you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Geographic Restrictions

ProviderTrust is based in the State of Tennessee in the United States of America, and the Site is intended solely for residents of the United States.  Use of or access to the Site may not be legal by certain persons or in certain countries.  By accessing or using the Site, you do so at your own risk and are responsible for compliance with the laws and regulations of your own jurisdiction and any jurisdiction from which you access or use the Site.

By accessing or using the Site, you consent to the transmission of your personal information and any non-personal information we may collect from you to the United States, and you acknowledge and accept all liability and responsibility arising from the transmission of such information to the United States.

Indemnification

You agree to defend, indemnify, and hold harmless ProviderTrust, its affiliates, and its and their respective directors, officers, employees, and agents from all claims, losses, damages, obligations, and costs (including without limitation reasonable attorney fees and expenses) arising from or related to (i) your use of the Site or Materials, (ii) your breach of these Terms of Use, (iii) your violation of any third-party right, including without limitation any copyright, property right, or privacy right, or (iv) any claim that content provided by you caused damage or loss to a third party. This defense and indemnification obligation will survive your use of the Site and any termination of these Terms of Use.

Disclaimers

THE SITE AND MATERIALS ARE PROVIDED “AS IS,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  PROVIDERTRUST DISCLAIMS ALL IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND DATA ACCURACY.  PROVIDERTRUST DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, THE SITE OR MATERIALS OR ANY OTHER SITES LINKED TO THE SITE. THE CONTENT OF THE SITE AND MATERIALS MAY BE OUT OF DATE AND PROVIDERTRUST MAKES NO COMMITMENT TO UPDATE THE FOREGOING.  PROVIDERTRUST DOES NOT AND CANNOT GUARANTEE OR WARRANT THAT ANY FILES AVAILABLE FOR DOWNLOADING FROM THE SITE WILL BE FREE FROM INFECTION, VIRUSES, WORMS, RANSOMWARE, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES. PROVIDERTRUST DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS IN THE SITE WILL BE CORRECTED.

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

Limitation of Liability

IN NO EVENT WILL PROVIDERTRUST, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, DAMAGES RESULTING FROM PERSONAL INJURY/WRONGFUL DEATH, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION ARISING OUT OF RELATING TO THE USE OR INABILITY TO USE THE SITE OR MATERIALS, ANY WEBSITES LINKED TO THE SITE, OR THE CONTENT OR OTHER INFORMATION CONTAINED IN ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT PROVIDERTRUST HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Miscellaneous

Entire Agreement 
These Terms of Use, together with any documents expressly referred to in them, constitute the entire agreement between you and ProviderTrust with respect to the Site, and supersedes all previous written or oral agreements.

Severability 
If any provision of these Terms of Use is held by a court of competent jurisdiction to be contrary to law, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties, with the other provisions remaining in full force and effect.

Waivers 
No waiver by ProviderTrust 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, and any failure by ProviderTrust to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. 

Assignment 
You will not assign any of your rights or delegate any of your obligations under these Terms of Use without our prior written consent.  Any purported assignment or delegation in violation of this prohibition on assignment is null and void.  No assignment or delegation relieves you of any of your obligations under these Terms of Use.

Governing Law and Venue 
These Terms of Use shall be governed by and construed in accordance with the laws of the State of Tennessee other than its conflict of laws provisions. You irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts in Nashville, Tennessee for any litigation or dispute arising out of or relating to these Terms of Use, agree not to commence any litigation arising out of or relating to these Terms of Use or the Site or Materials except in such courts, and agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum. 

Notices
We may provide any notice to you under these Terms of Use by sending a message to an e-mail address you provide or by posting to the Site.  Notices sent by e-mail will be effective when we send the e-mail and notices we provide by posting will be effective upon posting.  To give us notice under these Terms of Use, you must contact us by personal delivery, overnight courier, or registered or certified mail to ProviderTrust at Attn: Legal Department, ProviderTrust, 406 11th Avenue North, Suite 250, Nashville, TN 37203.  We may update the address for notices to us by posting a notice on the Site or by modifying these Terms of Use as provided herein.

Contact Information

All feedback, comments, requests for technical support, and other communications relating to the Site (other than notices given as set forth above) should be directed to marketing@providertrust.com or 406 11th Avenue North, Suite 250, Nashville, TN 37203.