BeaconLBS has developed the PDS Services and associated Content (as defined below) using evidence-based guidance provided by medical organizations, medical literature and third party clinical expert opinion. BeaconLBS implements these protocols in accordance with a Payer’s clinical policies agreed to separately by you and a Payer. All decision support and guidance generated by BeaconLBS is dependent upon any information entered into the Portal by you. Neither the PDS Services, nor any Content accessed through the Portal, should be regarded as medical or health care advice or treatment, nor do they constitute an authorization or guarantee of coverage for particular services. Physicians and other qualified health provider utilizing the Portal should rely on their own independent medical judgment when making treatment and other medical decisions.
3. Right to Use the Portal.
4. User Information.
You shall have a user name and a password for accessing the PDS Services. You agree that you will not permit any unauthorized individuals to have access to or use your user name or password. Passwords are to be updated at least every 90 days. You agree to immediately inactivate, or to have inactivated, any user name or password which becomes obsolete or available at any time to an unauthorized individual including as a result of your separation from your health care practice or inadvertent disclosure. You hereby represent to BeaconLBS that all user information you provide to BeaconLBS is current, accurate and complete. You agree to update such information immediately upon any changes in such information by making appropriate changes in the BeaconLBS Portal account settings.
5. Confidentiality of Data.
You acknowledge that your use of the Portal will involve access to highly confidential information. BeaconLBS has no control of Content once it has been received by you and it is your obligation to comply with all applicable laws and regulations in use of the Content, including without limitation the Health Insurance Portability and Accountability Act of 1996 and all regulations relating thereto (“HIPAA”) and any other laws and regulations governing restricted access to and the confidentiality of patient clinical records and individually identifiable health information. You agree that you will not disclose, by any means, such Content to any unauthorized person, business or other entity. You further agree that you shall not permit any unauthorized person, business or entity to review or copy any such Content except as permitted by law. You will be responsible for violation of any applicable law and for any misuse of protected health information contained within the Content.
6. Term and Termination.
Either party may terminate this Agreement at any time. Upon termination, you must immediately discontinue use of the Portal. In the event of termination, for whatever reason, it is your obligation to address the effect of termination on any contractual obligations that you may have with a Payer, or other party, to utilize the PDS Services. Sections 5, 12, 13, 14 and 17 of this Agreement, as well as other provisions that should by their context survive, shall survive termination of this Agreement for whatever reason.
7. Referral of Medicare or Medicaid Testing.
The parties acknowledge and agree that any benefit, consideration or remuneration conferred upon you by virtue of this Agreement is not conditioned upon the referral of Medicare or Medicaid testing to any clinical or anatomical pathology laboratory, including any related entity of BeaconLBS.
8. BeaconLBS’s Proprietary Rights.
BeaconLBS is the creator and owner of the Portal and the PDS Services, and it retains all right, title and interest in the Portal and the PDS Services. Nothing in this Agreement creates any ownership rights in you. You agree not to change or delete any proprietary notices from the Portal or the PDS Services or any related materials thereto. Any other copying, redistribution, retransmission or publication of any such information or material provided without the prior express written consent of BeaconLBS is strictly prohibited.
BeaconLBS represents that under this Agreement, it is acting as a business associate to certain Payers under HIPAA. BeaconLBS is committed to protecting health and personal information in accordance with all applicable laws and regulations and its established Privacy and Security Practices Policies.
10. Rights to Software and Processes.
The Portal and the PDS Services may have been developed in conjunction with various third party vendors. Such vendors retain certain rights to their software, systems, information and processes, and may have a right to bring an action against you, or work with BeaconLBS to disrupt your use of the Portal and/or the PDS Services, to the extent necessary to enforce their rights.
11. No Warranty.
Content accessible through the Portal, including without limitation, information on test requisition forms which is derived from a laboratory’s test services directories, may have been developed independently by third parties, including without limitation, laboratories, BeaconLBS vendors and Payers (collectively, the “Content”). The PDS Services, Portal and all Content accessible therein are provided on an “as-is” and “as-available” basis. BeaconLBS disclaims any and all warranties whether express or implied, including without limitation, any implied warranties of merchantability or fitness for a particular purpose regarding the PDS Services, the Portal or its functionality, and your use of the Internet or any data or Content accessed or shared through the Portal and related technologies.
BeaconLBS assumes no liability or responsibility for how you use the Portal, the PDS Services or the Content. Additionally, BeaconLBS makes no representations of any kind, expressed or implied, regarding the accuracy or efficacy of the Portal or the PDS Services; the information, data or Content accessed through the Portal; that the Portal will operate in a manner that is uninterrupted or error-free; or regarding any other subject matter of this Agreement.
Notwithstanding any other provision of this Agreement, in no event shall BeaconLBS have any liability for any indirect, special, consequential, punitive or exemplary damages of any kind in any way arising out of, related to or in connection with this Agreement, even if advised or otherwise has reason to know or knows of the possibility of such damages. This section shall apply even if and to the extent any other remedy provided under this Agreement fails of its essential purpose.
12. Compliance with Laws.
Nothing in this Agreement is conditioned or dependent upon either party or any provider sending any business to any other party. The terms of this Agreement are intended to be in compliance with all federal, state and local statutes, regulations and ordinances, including but not limited to HIPAA, Section 1877 of the Social Security Act (commonly known as the “Stark Provisions”), the anti-kickback provisions set forth in the fraud and abuse sections of 42 U.S.C. 1320a and any regulations promulgated thereunder, and the Clinical Laboratory Improvement Amendments of 1988, 42 U.S.C. 263a, (“CLIA”) and any similar state laws and regulations.
13. Disclosure of Test Order Data and Results Data.
If you are a physician practice you hereby authorize laboratories participating in the BeaconLBS network to release all test order data and results data to BeaconLBS for use by BeaconLBS for payment and healthcare operations purposes.
14. Indemnity; Hold Harmless.
BeaconLBS assumes no responsibility for how you use the Portal or the PDS Services. You agree that you will indemnify, defend and hold BeaconLBS, its parent, subsidiaries, officers, directors and employees harmless from and against any and all actions, claims or damages resulting from: (i) any violation of this Agreement; (ii) any negligent, intentional or wrongful conduct by you in accessing the Portal; (iii) any use or misuse of the Portal, the PDS Services, or any Content accessed through those systems; and (iv) any and all claims, including any and all claims for property damage, personal injuries and/or consequential, punitive or other damages which arise, or are alleged to have arisen, in connection with the use, operation or functioning of the PDS Services and/or or the Portal, including your use of any Content therein.
You agree that BeaconLBS shall be entitled, in addition to other legal remedies it may have, to obtain injunctive relief to enforce the provisions of this Agreement concerning the use of the PDS Services and to protect any copyrights, patents or other property rights of BeaconLBS or its affiliates contained therewith.
17. Governing Law.
This Agreement shall be governed by the internal laws of the United States and the state of North Carolina, without regard to its choice of law rules.
18. Lab Ordering Technologies.
You understand that the Portal connects to various lab ordering technologies, such as LabCorp Beacon® and various electronic medical record portals (collectively, the “Lab Ordering Technologies”). You acknowledge that the Lab Ordering Technologies are owned and controlled by third parties and your use of such tools are subject to such third parties’ rules, policies and agreements. BeaconLBS disclaims any and all warranties whether express or implied, including without limitation, any implied warranties of merchantability or fitness for a particular purpose, concerning the Lab Ordering Technologies and your use of any data or Content accessed or shared through the Lab Ordering Technologies.
19. Use of Name.
You shall not use BeaconLBS’s name, trademarks, service marks, logos, or otherwise refer to BeaconLBS in any public communications without first obtaining BeaconLBS’s advance written consent.
20. Entire Agreement.
This Agreement and the documents referenced herein, represent the entire agreement of the parties with respect to the subject matter hereof.
21. Contact Information.
Questions concerning this Agreement and related notices should be sent to:
Beacon Laboratory Benefit Solutions, Inc.
Attn: Law Department
531 S. Spring Street
Burlington, NC 27215