IMPORTANT- READ THIS AGREEMENT CAREFULLY: YOUR USE OF THE ORTRAX.COM WEBSITE AND SERVICES (THE "SERVICES") IS CONDITIONED UPON YOUR ACCEPTANCE OF, AND COMPLIANCE WITH, THESE TERMS. OR TRAX Proprietary & Confidential As used herein, ‘you,’ ‘your,’ and ‘user’ means the person, including the company or organization the person represents, that registers on this website, and “we,’ ‘our,’ ‘us,’ ‘OR TRAX’ refers to OR TRAX, LLC.
1. ACCEPTANCE OF TERMS. OR TRAX makes available for your use on this web site (the "Site") information content (the "Information") and various services, including but not limited to the OR TRAX vendor registration portal, vendor proof of credentialing management dashboard, and vendor document repository (the "Services"), subject to the terms and conditions set forth in this document (the "Terms of Use"). By accessing this Site, you agree to the Terms of Use. OR TRAX shall have the right, in its sole discretion and with reasonable notice posted on the Site and/or sent to your email address provided in the Services, to revise, update, or otherwise modify the Terms of Use and Services, temporarily or permanently. Your continued use of the Services will constitute your acceptance of, and agreement to, such changes. Your use of this Site will be subject to the most current version of the Terms of Use posted on the Site at the time of such use. If you breach any of the Terms of Use, OR TRAX may terminate your authorization to use this Site.
2. SERVICES PROVIDED. OR TRAX, indirectly through an unaffiliated Internet service provider and a mobile and/or web application, shall provide you with electronic access, through your computer or any other electronic device (collectively "Computer"), to the Information and Services provided on the Site. The subscription will auto renew annually unless you notify us in advance of your desire to not renew.
3. USER CODES. As part of your registration process, you may be asked to select a user name ("Name") and/or password ("Password") (the Name and Password are hereafter referred to as ("User Codes"). The User Codes are for your personal use only. You are responsible for maintaining the confidentiality of the User Codes, and you agree not to provide them to any third party. You are responsible for all statements made and acts or omissions that occur while your User Codes are being used except if caused by OR TRAX’s negligence. You are responsible for any breach of security caused by your failure to maintain the confidentiality of your User Codes. You agree to notify OR TRAX immediately, by email to support@ortrax.com , in the event of loss or theft of your User Codes, or if you believe the confidentiality of your User Codes has been compromised in any way, or in the event you learn about a possible or actual unauthorized use of the Site with your user codes. OR TRAX reserves the right to revoke your User Codes at any time without prior notice upon its reasonable belief that you have caused a security violation.
4. PRIVACY. The user's right to privacy is of paramount importance to OR TRAX. Proprietary and confidential information provided by the user will not be shared with any third party other than your employer or otherwise designated by you or your employer via the user access designation functionality. The users shall have the ability to designate which OR TRAX customers can access their screening information that they upload onto the site. OR TRAX shall use best efforts to maintain such access selections made by you. You hereby acknowledge and agree that general business contact information; and product or services offered by your company may be accessed through the Site by our customers. Further, with information you provide including but not limited to full name, month and day of birth, city and state of residence, OR TRAX will ensure you are not excluded from participation in any federal healthcare program including but not limited to the Office of the Inspector General’s List of Excluded Individuals and Entities, Office of Foreign Asset Controls’ Specially Designated Nationals List, General Services Administration’s Excluded Parties List System, State level Office of Inspector General lists and the National Sex Offender Registry. The information is used solely for compliance and risk mitigation purposes and will only be visible to customers in the OR TRAX network. The information may not be used for employment purposes or for any other purpose deemed to be a permissible purpose under the Fair Credit Reporting Act (“FCRA”). OR TRAX reserves the right to use the information provided by the user to deliver a more personalized online experience.
OR TRAX uses multiple ways to communicate with our users. The purpose of this communication includes bringing your attention or discussing issues related to your OR TRAX profile. The methods used are texting, phone calls and email. By providing your phone number you agree to allow OR TRAX to send SMS messages or to call you. SMS or phone rates may apply. By providing your email address you agree to allow OR TRAX to send email messages.
To Opt-Out is an option and you may do so by notifying us in writing that you do not wish to receive texts or phone calls or emails. However, if you do wish to opt out it will greatly delay communication and therefore your ability to access the facilities you need access to.
OR TRAX will not share your contact information for the purpose of communication with any third party without your consent or where otherwise as outlined in this agreement. OR TRAX will not send solicitations or other ‘marketing’ type communication other than to announce additional facilities being brought online. This will be done so you may add those facilities to your profile should they fall within your territory.
5. RESERVATION OF RIGHTS AND OWNERSHIP. The Services are licensed, not sold. OR TRAX reserves all rights not expressly granted to you in this Agreement. The Services are protected by copyright, trade secret and other intellectual property rights. OR TRAX owns all right, title and interest in and to the Services and all intellectual property rights therein. This Agreement does not grant you any rights to trademarks or service marks OR TRAX Proprietary & Confidential of OR TRAX. OR TRAX will not use your trademarks or service marks without your prior consent, which will be given in your sole discretion.
6. COPYRIGHT AND TRADEMARK NOTICE. All content provided by OR TRAX on the Site is copyrighted material. OR TRAX and its logos are trademarks of OR TRAX, all rights reserved. All other trademarks and copyrights appearing on the Site are the property of their respective owners. The trademarks, trade names, logos and service marks ("Marks") displayed on the Site are protected by applicable copyright, patent, trademark or other intellectual property law. Except as expressly authorized herein, you may not copy, reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate, or commercially exploit such Marks in any manner (including electronic, print or other media now known or hereafter developed) without the prior written consent of the Marks’ owner. Without limiting the foregoing, you also agree not to use the Marks for any unlawful purpose, and you shall comply with any request of the Marks’ owner to protect their respective rights in the Marks.
7. LINKS. The Site contains links to other World Wide Web sites, Internet locations and sources of information of persons, companies, organizations and other entities that are not under the control of OR TRAX ("Third Party Sites"). OR TRAX makes no representations whatsoever about any Third Party Site to which you may have access through this Site. When you access a Third Party Site, you do so at your own risk, and OR TRAX is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on these Third Party Sites or for the quality of any products or services available on these Third Party Sites. OR TRAX provides such links only as a convenience and the inclusion of such links does not imply that OR TRAX endorses or accepts any responsibility for the content or uses of such Third Party Sites. There are inherent risks in the use of any software or information found on the Internet, and you acknowledge that you understand these risks before making any use of the Site.
8. PROHIBITED COMMUNICATIONS. OR TRAX may, but is not obligated to, monitor or review (a) any areas on the Site where users transmit or post communications or communicate solely with each other, and (b) the content of any such communications. OR TRAX, however, will have no liability related to the content of any such communications, whether or not arising under the laws of copyright, libel, privacy, obscenity or otherwise. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, pornographic or other material that would violate any law.
9. WARRANTIES AND LIMITATION OF LIABILITY. (a) Except as expressly set forth in this agreement, including but not limited to Section 4 herein, all Information and Services on this Site are provided "as is" without any warranty of any kind and OR TRAX hereby expressly disclaim all express and implied warranties, including without limitation, the implied warranties of merchantability, fitness for a particular purpose and the warranty of non-infringement or title. Without limiting the foregoing, OR TRAX makes no warranty that (i) the Information and Services will meet your requirements, (ii) the Services and Information will be uninterrupted, timely, complete or error-free, (iii) the results that may be obtained from the use of the Service or Information will be accurate or reliable, and (iv) the quality of any Services or Information purchased or obtained by you from the site will meet your expectations. The site could include technical or other mistakes, inaccuracies or typographical errors. The Information and Services at this Site may be out of date, and OR TRAX makes no commitment to update such Information or Services. OR TRAX makes no representations and assumes no liability regarding the quality, safety, accuracy, or suitability of any information, documents, materials, services or software which are referenced by or linked to this Site. References to other corporations, their services and products, are provided "as is" without warranty of any kind, either expressed or implied. (b) Except for OR TRAX’s negligence, OR TRAX shall not be liable for any harm caused by the transmission, through the Services or Information, of a computer virus, or other computer code or programming device that might be used to access, modify, delete, damage, corrupt, deactivate, disable, disrupt, or otherwise impede in any manner the operation of the site or any of your software, hardware, data or property. Except (i) as otherwise provided by law and (ii) OR TRAX's failure to use best efforts to secure and limit access to individual user information to those OR TRAX customers that have been given access rights thereto by the individual user, OR TRAX shall have no liability for losses caused by the negligence, actions or failure to act of any third party provider, and to the extent permitted by law, neither party, nor any of its respective providers, shall be liable to the other for any indirect special, incidental or consequential damages of any kind, or any damages whatsoever (regardless of whether such damages are reasonably foreseeable), and on any theory of liability, arising out of or in connection with the use of this Site or of any third party site referenced or linked to OR TRAX Proprietary & Confidential from this Site. Further, OR TRAX shall not be liable for any harm caused by a customer’s use of the Information and Service for purposes other than those stated herein. (c) Notwithstanding any provision to the contrary in this Paragraph 9 and excluding privacy claims, OR TRAX's liability to you will not exceed one million dollars and covers OR TRAX obligations under this Agreement, including those that relate to OR TRAX under sections 4 and 9b. This insurance coverage shall be maintained by OR TRAX during the period in which this Agreement is in effect with the user. OR TRAX warrants that it has such coverage at this time.
10. YOUR REPRESENTATIONS AND WARRANTIES. You hereby represent and warrant that you are of the age of majority and that all Information provided by you during the registration process is, to your knowledge, true, correct, complete and accurate.
11. CONFIDENTIALITY. Customers and other authorized users who access your Information through our Services shall agree to confidentiality and other terms and conditions of use in a separate written agreement.
12. GOVERNING LAW AND JURISDICTION. By accessing this Site, you and OR TRAX agree that all matters relating to your access to, or use of, this Site shall be governed by the laws of the State of Georgia, without regard to conflicts of laws principles thereof. You and OR TRAX also agree and hereby stipulate and hereby submit to the exclusive personal jurisdiction and venue of the State Court of Pinellas County, Florida and the United States District Court for the Central Coast of Florida with respect to such matters. OR TRAX makes no representation that materials on this Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations are responsible for compliance with all local laws.
13. TERMINATION. If you breach any of the material Terms of Use, your authorization to use this Site terminates upon notice of such breach by OR TRAX. Upon termination, there shall be no refund of any monies paid by you for access to the Site. Paragraphs 4, 5, 6, 7, 8, 9, 11, 12, and 16 shall survive termination of this Agreement. Either party may terminate this Agreement with thirty (30) days notice to the other.
14. ASSIGNMENT. The Terms of Use shall be binding upon and inure to the benefit of the parties and their respective executors, heirs, successors and permitted assigns. Both parties may assign the Terms of Use or any of its rights or obligations hereunder and agrees to give reasonable notice of such assignment.
15. ENTIRE AGREEMENT; SEVERABILITY. The Terms of Use and guidelines and rules referred to herein represent the complete and exclusive statement of the agreement and understanding between you and OR TRAX regarding your rights to access and use the Services and Information on the Site, and they supersede all prior and contemporaneous agreements and representations regarding such subject matter. To the extent there is any direct inconsistency between these Terms of Use for the Site and another agreement related to the subject matter hereof entered between you and OR TRAX, then the terms in such agreement will control. In the event that a subject is addressed in the Terms of Use for the Site and not in such agreement, then the terms in the Terms of Use of the Site will control. Except as herein provided, no waiver, modification or amendment of any provision of the Terms of Use shall be effective against OR TRAX unless the same is in writing and signed by an authorized official of OR TRAX. Should any term or provision in the Terms of Use be deemed or held to be invalid or unenforceable, the remaining terms and provisions shall continue in full force and effect.
16. WAIVER. OR TRAX's failure to insist at any time upon strict compliance with any provision of the Terms of Use, or any delay or failure on OR TRAX's part to exercise any power or right given to OR TRAX in the Terms of Use, or a continued course of such conduct on OR TRAX's part shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other future exercise. All rights and remedies given to OR TRAX in the Terms of Use are cumulative and not exclusive of any other rights or remedies which OR TRAX otherwise has at law or equity.
I HAVE READ AND UNDERSTOOD THIS AGREEMENT AND BY USING THE SITE OR THE SERVICES, I AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.
