This Agreement governs access to and use of the CC&F (Contracting, Credentialing & Franchising) software platform - offered as The Credentialer - between Compver LLC and the End User identified at acceptance. The Platform is made available exclusively through Licensor's authorized distributor, Face Rock Enterprises.
By accessing or using the Platform, or by clicking to accept, you agree to this Agreement. If you do not agree, do not access or use the Platform.
Subject to this Agreement and to the End User's active service arrangement with the Distributor, Licensor grants End User a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the hosted Platform solely for End User's internal healthcare contracting, credentialing, and payer-enrollment operations, during the term of that arrangement. Access is provided on a per-authorized-user basis and is limited to End User's own tenant and data.
The Platform is distributed exclusively by the Distributor. End User's account is provisioned, administered, and supported through the Distributor, and all fees are handled under End User's separate agreement with the Distributor. End User's right to use the Platform is contingent on that arrangement remaining in good standing; suspension or termination of the Distributor arrangement may suspend or terminate access.
The Platform - including all software, designs, documentation, and proprietary components (including the SmartBox component) - and all related intellectual property remain the exclusive property of Licensor. No rights are granted except the limited license expressly stated here. End User acquires no ownership interest.
As between the parties, End User retains all rights to the data it submits ("End User Data"). End User grants Licensor and the Distributor a limited license to host, process, transmit, and back up End User Data solely to provide and support the Platform. End User is responsible for the accuracy, legality, and authorization of all data it submits, including provider information and any required provider or patient authorizations.
(a) Protected Health Information. To the extent the Platform processes protected health information, a separate Business Associate Agreement ("BAA") governs that processing and controls in the event of any conflict with this Agreement.
(b) End User Responsibility. The Platform is a tool that supports - and does not replace - End User's own verification, judgment, and decision-making. All credentialing, privileging, enrollment, and contracting decisions remain the sole responsibility of End User. The Platform does not provide legal, billing, clinical, or compliance advice.
(c) Credentials and Authorizations. End User and its authorized operators are responsible for acting under proper identity and authorization. Licensor does not store, use, or act on individual provider portal credentials, and does not attest, certify, or submit on behalf of any provider except as expressly authorized and recorded by End User.
End User shall not, and shall not permit others to: (a) copy, modify, or create derivative works of the Platform; (b) reverse engineer, decompile, or attempt to derive source code; (c) resell, sublicense, rent, or provide the Platform to any third party; (d) access or attempt to access any tenant, account, or data other than its own; (e) remove or alter proprietary notices; (f) use the Platform to build a competing product; or (g) use the Platform unlawfully or in violation of any applicable regulation.
Each party shall protect the other's non-public information with reasonable care and use it only as needed under this Agreement. The Platform's non-public features, security design, and performance are Licensor's confidential information.
This Agreement is effective on acceptance and continues for the duration of End User's Distributor arrangement. Licensor or the Distributor may suspend or terminate access for breach, non-payment, or end of the Distributor arrangement. On termination, End User's right to use the Platform ends, and End User may export its End User Data during a 30-day window, after which Licensor may delete it in the ordinary course.
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR DATA. LICENSOR'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID FOR THE PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
End User will defend and indemnify Licensor and the Distributor against claims arising from End User's data, its use of the Platform, or its violation of law or this Agreement.
Where End User is a tribally owned or operated entity, nothing in this Agreement is intended to waive sovereign immunity except to the limited extent, and through the dispute-resolution mechanism, expressly agreed in writing between the parties. Any such governing law, forum, limited waiver of sovereign immunity, and dispute-resolution procedure will be as set out in that written agreement, appropriate to the End User.
This Agreement, together with the BAA and the applicable Distributor arrangement, is the entire agreement on its subject matter. Licensor may update the Platform and, on notice, these terms. End User may not assign this Agreement without Licensor's consent; Licensor may assign it. If any provision is unenforceable, the remainder stays in effect. This Agreement is governed by the laws of the State in which Licensor is organized, without regard to its conflict-of-laws principles, and subject to Section 12. Notices to End User may be given through the Distributor or in-Platform.