Management Performance Associates Online Terms of Service
Management Performance Associates ("MPA") provides a website offering its compliance solutions and management consulting services for healthcare organizations (the "Site") located at http://www.healthcareperformance.com/. The Site includes links to MPA's Compliance Store available at: https://mpa-compliance-store.myshopify.com/ (the "Compliance Store"). By using the Site or purchasing Compliance Tools from the Compliance Store, you accept this Online Terms of Service Agreement (the "Agreement"). This Agreement is between MPA, you the User, and, if you are using the website on behalf of a company or organization, such company or organization will also be considered a party to this Agreement. You represent and warrant that you have the authority to bind your company or organization to this Agreement.
Neither Company nor its representatives are engaged in rendering legal services or other such advice. Your use of the Site, the Compliance Store and the MPA Compliance Tools is subject to the additional disclaimers and notices that may appear throughout the Site, the Compliance Store and the MPA Compliance Tools.
We are not providing investment advice through this website, and the material on this website should not be regarded as an offer to sell, or a solicitation of an offer to buy, any securities of MPA or its affiliates.
“Person” means an individual natural person, corporation, partnership, limited liability company, limited liability partnership, trust, unincorporated association, joint venture, joint stock company, governmental entity or any political subdivision thereof, or any other legally recognized entity or association.
“MPA Compliance Tools” means the policy forms, audit tools/auditing and monitoring handbook, compliance training and culture tool kit, compliance committee/board reporting tool kit, HIPAA tool kits, social media compliance tool kit, newsletter, updates, and other MPA tools posted to MPA’s Compliance Store or otherwise provided to User.
“User” means any authorized party to this Agreement, other than MPA, who makes use of or otherwise uses the Site, the Compliance Store or the MPA Compliance Tools.
MPA agrees to provide MPA Compliance Tools for User’s use in User’s own internal compliance operations. The MPA Compliance Tools are intended for instructional and consulting purposes only. The ultimate responsibility for compliance and responding to any and all audits, compliance reviews or regulatory requirements is with User. User accepts responsibility for ongoing compliance with all government standards required for compliance.
The Compliance Tools do not constitute legal advice. Because the law may be interpreted or applied differently depending on User’s circumstances, User should not rely on the Compliance Tools without first consulting legal counsel. It is strongly recommended that all Users consult with competent legal counsel versed in health care laws as they customize and implement the Compliance Tools. Because audit findings may have varied implications for User, User should consult with its legal counsel a) before conducting an audit to determine if the audit should be conducted under the attorney-client privilege; and b) regarding audit findings, which might trigger a need for further review and/or self-disclosing misconduct or overpayments to the authorities. Legal counsel should also be consulted to update the Compliance Tools if the underlying law is amended or changed (and if User has not purchased updates from MPA). The Compliance Tools may need to be modified to fit your circumstances. The Compliance Tools are intended to help you adhere to the requirements referenced in the tools. They do not replace, but instead serve as a tool for assisting you with adherence to applicable laws and guidance. Some policies include “Suggested Language.” Providers should modify this language as necessary to fit their circumstances.
If you use the Site, the Compliance Store or the MPA Compliance Tools, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If your status as a user of the Site, the Compliance Store or MPA Compliance Tools is terminated, you will (i) stop using the website and any information obtained from the website, and (ii) destroy all copies of your account information, password and any information obtained from the Site and the MPA Compliance Tools.
You agree that you will not disclose Confidential Information to any person or entity outside of your organization. You will not use or permit the use of any Confidential Information except as necessary in connection with the Site, the Compliance Store and the MPA Compliance Tools. You will use at least the same degree of care in safeguarding the Confidential Information as you use in safeguarding your own confidential information, but in no event will you use less than due diligence and care. "Confidential Information" means all information or material which: (i) is obtained from password protected portions of the website or (ii) which is (A) marked "Confidential," "Restricted,” or other similar marking, (B) known by the parties to be considered confidential, or (C) which should be known or understood to be confidential or proprietary by an individual exercising reasonable judgment. Confidential Information of MPA includes the MPA Compliance Tools.
No Unlawful or Prohibited Use
As a condition of your use of the Site, the Compliance Store and the MPA Compliance Tools, you warrant to MPA that you will not use the Site, the Compliance Store or the MPA Compliance Tools for any purpose that is against the law or prohibited by these terms. If you violate any of these terms, your permission to use this Site, the Compliance Store and the MPA Compliance Tools automatically ends.
You may not without our prior written permission use any computer code, data mining software, "robot," "bot," "spider," "scraper" or other automatic device, or program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the Web pages, data or content found on the Site, the Compliance Store or the MPA Compliance Tools or accessed through the Site, the Compliance Store or the MPA Compliance Tools. You may not republish MPA content or other content from the Site, the Compliance Store or the MPA Compliance Tools on another website or use in-line or other linking to display such content without our permission. You may not introduce viruses, spyware, or other malicious code to the Site, the Compliance Store or the MPA Compliance Store. You represent and warrant that you use frequently updated, commercially standard virus protection software to ensure that the system you use to access the Site, the Compliance Store and the MPA Compliance Tools is virus free.
If you are under the age of 13, you may not use the Site, the Compliance Store or the MPA Compliance Tools.
Links to Third Party Sites
Links to Our Website
Use of Submissions
Should you respond with information including feedback or data such as questions, comments, suggestions, or the like regarding the content of the Site or the MPA Compliance Tools, such information will be deemed to be non-confidential. We will have no obligation of any kind with respect to such information and will be free to reproduce, use, disclose, and distribute the information to others without limitation. We will be free to use any ideas, concepts, know-how, or techniques contained in such information for any purpose whatsoever including but not limited to developing, manufacturing, and marketing products and services incorporating such information.
We may offer the opportunity for you to contribute comments ("User Content") to the MPA Blog on the Site (the "Blog").
The Blog is merely provided as a forum for enabling participants to communicate about the subjects of interest. The Blog does not constitute legal advice. MPA does not exert editorial control over information or materials posted by third parties on the Blog. MPA is not responsible for monitoring any materials posted by any third party or for verifying that such information or materials are accurate, timely, reliable, suitable, complete, non-infringing, or free from technical defects. These limitations of warranties and liability apply to the Blog and all comments on the Blog.
You are solely responsibility for the content of any User Content that you post on the Blog and you agree to indemnify and hold Company, its affiliates, officers, and employees harmless from any claim, demand or expense (including attorneys' fees) due to or arising out of your use of the Blog.
You will not (nor cause any third party to) use the Site, the Blog or the MPA Compliance Tools to perform any illegal activities (including without limitation defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights (such as rights of privacy) of others or immoral activities.
You agree to abide by all applicable local, state, and federal laws and regulations and are solely responsible for all acts or omissions that occur under your account or password, including without limitation any User Content you create or upload.
You acknowledge that User Content is not endorsed by MPA and such user content should not be considered to have been reviewed, screened, or approved by MPA. You should exercise discretion before relying on information contained in user content.
We may, in our sole discretion, terminate your password, account (or any part thereof) or use of the website, and remove any User Content from the Blog, at any time and for any or no reason. MPA will not be liable to you or any third party for any termination of your access to the Site or the Blog or deletion of any User Content on the Site or the Blog.
We may preserve and disclose User Content if required to do so by law or we believe in good faith that such preservation or disclosure is reasonably necessary to comply with legal process, enforce this Agreement, respond to a claim that User Content violates any third party's rights, or protect the right, property or personal safety of MPA, any users of the Site, and the public.
Errors, Inaccuracies and Omissions
Occasionally there may be information on the Site, the Compliance Store or in the MPA Compliance Tools that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. MPA reserves the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Compliance Store, the MPA Compliance Tools or on any related website is inaccurate at any time without prior notice (including after User has submitted its order).
MPA undertakes no obligation to update, amend or clarify information in the Compliance Store or the MPA Compliance Tools (unless updates are specifically included in User’s purchase) or on its website or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Compliance Store, the MPA Compliance Tools or on any related website, should be taken to indicate that all information in the Compliance Store, the MPA Compliance Tools or on any related website has been modified or updated.
Billing and Modifications to the Offerings and Prices
Prices for MPA’s products are subject to change without notice. MPA reserves the right at any time to modify or discontinue the MPA Compliance Tools (or any part or content thereof) without notice at any time. MPA shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the MPA Compliance Tools.
MPA may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to this Agreement.
MPA reserves the right to refuse any order User places with MPA. MPA may, in its sole discretion, limit or cancel quantities purchased per person, per organization or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that MPA makes a change to or cancels an order, MPA may attempt to notify User by contacting the e-mail and/or billing address/phone number provided at the time the order was made. MPA reserves the right to limit or prohibit orders that, in MPA’s sole judgment, appear to be placed by dealers, resellers or distributors.
User agrees to provide current, complete and accurate purchase and account information for all purchases made at MPA’s Compliance Store. User agrees to promptly update its account and other information, including email address and credit card numbers and expiration dates, so that MPA can complete User’s transactions and contact User as needed.
Intellectual Property Rights and License
The names "Management Performance Associates" and "MPA" and the MPA trademarks, logos and graphics are trademarks of MPA, and may not be used by User without MPA’s prior express written permission.
The Site, the content on the Site, the Compliance Store and the MPA Compliance Tools, along with any other documents provided by MPA pursuant to this Agreement (the “Proprietary Items”) are proprietary, shall be and remain the property of MPA, and shall not at any time be utilized, distributed, copied, or otherwise used by User except for in connection with User’s own internal compliance operations. MPA is the owner of all rights, title and interest in and to the Proprietary Items.
MPA grants a non-exclusive, non-transferable, non-sublicenseable, revocable license to User to use the Site, the Compliance Store and the MPA Compliance Tools subject to this Agreement, plus any terms and conditions included on any MPA Compliance Tools. User will not (i) sell, license, use or otherwise provide, directly or indirectly, any of the MPA Compliance Tools or any portion thereof to any third party; (ii) copy or reproduce, in whole or in part, the Site, the Compliance Store or any MPA Compliance Tools, whether in the form of computer media, print or any other form, except as permitted by MPA; (iii) make any alteration, change or modification to the Site, the Compliance Store or any MPA Compliance Tools or create any databases or derivative works using all or part of the Site, the Compliance Store or MPA Compliance Tools (except for customization for User’s internal use); or (iv) remove or modify any markings, identification, copyright or other proprietary notices from the Site, the Compliance Store or the MPA Compliance Tools.
User will be solely liable for any breach of MPA’s Intellectual Property Rights by User. User specifically agrees that money damages would not be a sufficient remedy for a breach of MPA’s Intellectual Property Rights, and that MPA shall be entitled to specific performance as a remedy for any such breach. Therefore, in the event of a breach of MPA’s Intellectual Property Rights, MPA shall be entitled to seek injunctive relief from any court of competent jurisdiction, without the necessity of posting a bond, cash or otherwise. Specific performance or other injunctive relief shall not be the exclusive remedy for any breach of MPA’s Intellectual Property Rights, but shall be in addition to all other remedies provided by this Agreement, or by law or equity. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right.
User agrees that, except as required by law or with the prior written consent of MPA, User will not and User will direct User’s employees not to disclose to any person, the MPA Compliance Tools.
If User makes an alteration, addition, modification or derivative work to any part of the Compliance Tools, and communicates such alteration, addition, modification or derivative work to MPA, MPA is hereby assigned all right, title and interest in said alteration, addition, modification, or derivative, including all of the associated intellectual property rights.
The parties agree that the terms of this Intellectual Property Rights section shall survive termination of this Agreement, provided, however, that the licenses granted hereunder will automatically terminate on termination of this Agreement.
User agrees that the Site, the compliance store and the MPA Compliance Tools are provided on an “as is” basis, and all other warranties, express or implied, including warranties of merchantability and fitness for a particular purposes, are disclaimed by MPA. Use of the MPA Compliance Tools or products does not in any way guarantee User’s compliance with any and all applicable federal, state, or local laws, rules, regulations, or standards.
Limitation of Liability
MPA’s total aggregate liability to User and third parties for any and all injuries, damages, claims, losses, expenses, or claim expenses (including attorneys’ fees) (collectively, “Damages”) arising out of this Agreement or the use of the Site, the Compliance Store or the MPA Compliance Tools from any cause or causes (including but not limited to MPA’s negligence, errors, omissions, strict liability, breach of contract, or breach of warranty) is limited to the lesser of the fees paid by User for MPA’s Compliance Tools, or actual Damages. IN NO EVENT SHALL MPA BE LIABLE IN CONTRACT, TORT, STRICT LIABILITY, WARRANTY OR OTHERWISE, FOR ANY SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY PENALTIES OR FINES IMPOSED ON USER BY ANY GOVERNMENT AUTHORITY, INCLUDING BUT NOT LIMITED TO, THE HHS OFFICE OF INSPECTOR GENERAL AND/OR THE HHS OFFICE OF CIVIL RIGHTS. As used in this paragraph, references to “MPA” include MPA’s and its affiliates’ directors, officers, shareholders and employees.
User agrees to indemnify and hold harmless MPA and its employees from and against any and all claims, losses, damages, liabilities, costs and other expenses of any kind whatsoever (including all attorneys’ fees and collection of court costs) arising from or in connection with the services or products provided by MPA, or User’s reliance on such services or products.
Additional Terms Applicable to HIPAA Tools
Because the law may be interpreted or applied differently in different factual situations, User should not rely on the Compliance Tools without first consulting legal counsel. It is strongly recommended that all Users consult with competent legal counsel versed in HIPAA as they finalize and implement the Compliance Tools. Legal counsel should be consulted regarding potential conflicts with state and other laws that might provide greater privacy protections. Legal counsel should also be consulted to update the Compliance Tools if HIPAA is amended or changed (and if User has not purchased updates from MPA). If your organization is a hybrid entity, additional policies and procedures may be necessary.
Any new features or tools which are added to the MPA’s Compliance Store shall also be subject to this Agreement. User can review the most current version of this Agreement at any time on this page. MPA reserves the right to update, change or replace any part of this Agreement by posting updates and/or changes to the Site. It is User’s responsibility to check this page periodically for changes. User’s continued use of or access to the Site or the MPA Compliance Tools following the posting of any changes constitutes acceptance of those changes.
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors, and assigns, provided, however, that User party shall not assign this Agreement or any or all of its rights or obligations hereunder (except by operation of law) without the prior written consent of MPA. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision hereof. In the event any provision of this Agreement is held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall in no event affect, prejudice, or disturb the validity of the remainder of this Agreement. This Agreement, together with any external documents expressly referenced herein or incorporated herein by reference and/or hyperlink constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written communications with respect hereto, all of which are merged herein.
MPA reserves the right, but is not obligated, to limit the sales of MPA’s Compliance Tools to any person, geographic region or jurisdiction. MPA may exercise this right on a case-by-case basis. MPA reserves the right to limit the quantities of any products or services that it offers. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of MPA. MPA reserves the right to discontinue any product at any time. Any offer for any product or service made on the Site or the MPA Compliance Store is void where prohibited.
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement for all purposes. If in MPA’s sole judgment User fails, or MPA suspects that User has failed, to comply with any term or provision of this Agreement, MPA also may terminate this Agreement at any time without notice and User will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny User access to MPA’s Compliance Tools (or any part thereof).
This Agreement and any separate agreements whereby MPA provides User services or products shall be governed by and construed in accordance with the laws of Missouri. Any legal action or proceeding between MPA and you related to this Agreement will be brought exclusively in a federal or state court of competent jurisdiction sitting in the State of Missouri, County of St. Louis.
Questions about this Agreement should be sent to MPA at firstname.lastname@example.org.
BY ACCESSING OR USING THE MPA COMPLIANCE TOOLS, USER ACKNOWLEDGES THAT USER HAS READ THESE TERMS AND AGREES TO BE BOUND BY IT.