|
GENERAL TERMS
<br />These general terms and conditions (the "General Terms"), by and between TriZetto Provider Solutions, LLC
<br />("TriZetto") and the corporation, LLC, partnership, sole proprietorship or other business entity ("Client")
<br />identified on the purchase order incorporating these General Terms, signed by Client and accepted by TriZetto
<br />(the "Order"), govern TriZetto's provision of, and Client's use of, the Services. "Services" means the
<br />Subscription Services and/or the Professional Services. "Subscription Services" means TriZetto's online
<br />claims processing, revenue cycle management and analytics services comprised of proprietary software, tools,
<br />databases and related technology accessed remotely, via the cloud, as described on an Order. "Professional
<br />Services" means the professional services described on an Order or statement of work ("SoW").
<br />1. Agreement Framework. To access and use, or receive, the Services, Client must first execute an Order.
<br />An Order, together with these General Terms, constitute an agreement (the "Agreement"). All documents
<br />attached hereto or referenced herein, including the BAA (defined below), are incorporated into this Agreement.
<br />If Client is a service provider to a healthcare provider, and not a healthcare provider itself, Client is a "Service
<br />Provider" and agrees to be bound by the Service Provider Terms located at
<br />tbup=: "`wvv " 4 izett n `o i rx'(MV , °'Z; ^ . calr t ,1!!rr a, a) p/"1" i P qo I e „16 ,j a�ttlnl � :I�.l a r?r:R�t
<br />T1tIZMJ_7 psfff0
<br />2. Services. Subject to the terms and conditions of the Agreement, TriZetto will provide Client the
<br />Services described on an Order. For Subscription Services, the parties agree to be bound by the Subscription
<br />Services Terms, located at [
<br />riZ e t L a 11. r it tli ` � 'CC'1CArY T -Z'- � L "i4..Do. c inIItt hJ stibs��t�
<br />and for Professional Services, the parties agree to be bound by the
<br />Professional Services Terms, located at
<br />ktti,)d/W V11arJ.;nakl(1 G,,L�1C1,S _ Itl �I��Iltll�lAtl .� 111�.�,�:..R�3�(➢,tl!���D, �.R. k���,_�4kdMk.q�lCrb�S�i�9lD�f'�1Ch�l:.
<br />I services I tlm,.lmgns:f)52,34()1Zpff
<br />3. Client Data.
<br />3.1. Safeguards; HIPAA Rules. TriZetto will use reasonable and appropriate safeguards as described in
<br />the business associate agreement located at
<br />tli) 4wr:yi rovi kip tl°.tl"oinI rl tl l'tl�l tl', tlael�+n tttl,(ft°rf& to eg b I)gc1Lgg,,qt , BAA-Cl i2 .? 1.7-.V 1C
<br />(the "BAA"). Since this Agreement contemplates the exchange of Protected Health Information between the
<br />parties as contemplated by the HIPAA Rules (as defined in the BAA), the parties agree to be bound by the terms
<br />of the BAA.
<br />3.2. Use of Client Data. TriZetto will process Client Data in accordance with this Agreement, the Order
<br />and/or applicable SoW and the BAA. "Client Data" means data that originates from Client and that Client (a)
<br />enters, inputs, stores or processes in the Services, or (b) provides to TriZetto to be processed or stored by
<br />TriZetto in connection with the performance of the Services, including all of the corrections and updates to the
<br />data.
<br />3.3. Data Accuracy. Client is responsible for the completeness and accuracy of all Client Data submitted to
<br />TriZetto and TriZetto will have no responsibility or liability for the accuracy of data uploaded to the Services
<br />by Client, or otherwise provided to TriZetto for use with the Services.
<br />3.4. Data Analytics. Client hires and authorizes TriZetto to extract Client Data from any existing database
<br />and to de -identify Client Data in accordance with the HIPAA Rules (as defined in the BAA) to create a de -
<br />identified data set and grants TriZetto a nonexclusive, worldwide, paid -up, royalty -free, perpetual and
<br />irrevocable right and license to create derivative works of such data set and to use, copy, process, analyze,
<br />execute, reproduce, display, perform, transfer, distribute, and sublicense such data set and such derivative
<br />works in any technology now existing or later developed. TriZetto shall own all products, solutions and services
<br />that it creates using such data sets, and all of the intellectual property rights embodied in and related to such
<br />products, solutions and services.
<br />Posted/Revised: 05232017 TRIZETTO CONFIDENTIAL/TRADE SECRET
<br />
|