MAT Website and Platform Terms of Use

Last modified: 2nd May, 2019

Terms of Use

These Terms of Use are entered into by and between you, the user, (“You”) and Market Access Transformation (“MAT,” "We," or “Us”) and govern your use of www.marketaccesstransformation.com (the "Website") and the MAT Rapid Payer Response Platform (the “MAT Platform”) accessible thereon.

Before using the Website or the MAT Platform, please read these Terms of Use carefully. By using the Website and MAT Platform, you agree to these Terms of Use and the MAT Privacy Policy, and represent and warrant that you reside in a jurisdiction where your use is legal and that you are of legal age to form a binding contract with MAT. If you do not want to agree to these Terms of Use, you must not access or use the Website or MAT Platform.

MAT Platform and MAT Services

MAT offers certain research and information exchange platform services through the MAT Platform (“MAT Services”). If you have contractually engaged MAT to receive the MAT Services, you will be provided an account (“MAT Account”) to access the MAT Platform to receive and utilize the MAT Services available thereon.

Platform Use: Manufacturer Portal. The Manufacturer Portal on the MAT Platform allows manufacturers to develop, manage, implement, and review surveys and clarification requests and responses. Through the Manufacturer Portal, Manufacturers can also manage documents and disclaimers, and review their credit breakdown.

Platform Use: Payer Portal. The Payer Portal on the MAT Platform allows payers to access and respond to surveys and related documents, request clarification to questions, manage your payer profile, and review your survey response and payment history.

Accessing the Website and Account Security

If you are provided with an MAT Account user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. Your MAT Account is personal to you and you agree not to provide any other person with access to the Website or MAT Platform. You agree to notify us immediately (but in no event more than twenty-four (24) hours following discovery) of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your MAT Account at the end of each session. Please use caution when accessing your MAT Account from a public or shared computer so that others are not able to view or record your password or other personal information.

We may suspend or disable any user name, password or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Use.

In the Manufacturer Portal or Payer Portal you may be able to make some changes to your MAT Account profile. Certain changes that require MAT authorization can be requested.

User Generated Content: Ownership and Use

You may use the MAT Platform to upload certain documents or other content for the purposes of receiving the MAT Services (“User Generated Content”). When uploading content, you represent and warrant that you are exclusive owner of the content or have secured the necessary rights or permissions to submit the content. User Generated Content submitted by manufacturers in the form of surveys and supporting documents (“Manufacturer User Generated Content”) shall be exclusively owned by manufacturers, unless otherwise set forth in a manufacturer’s services agreement with MAT. By uploading Manufacturer User Generated Content, manufacturers acknowledge and agree that payers may access and view such content for the sole purpose of providing survey responses in connection with the MAT Services. Any reproduction or other use of Manufacturer User Generated Content by payer is in violation of this agreement and the intellectual property rights of manufacturer, for which payer is solely liable and MAT bears no liability whatsoever. User Generated Content submitted by payers in the form of survey responses shall be exclusively owned by MAT.

Website Content and Intellectual Property Rights

Other than User Generated Content, all Website and MAT Platform content, features, and functionality thereon, including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by MAT, its affiliated entities, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

No right, title or interest in or to the content of the Website or MAT Platform is transferred to you, and all rights not expressly granted are reserved by MAT. Any use of the Website and MAT Platform not expressly permitted by this Agreement is a breach hereof and may violate copyright, trademark and other laws.

Trademarks

Market Access Transformation and the terms MAT, RAPID PAYER RESPONSE, RPR, all logos, and all related names, logos, product and service names, designs, and slogans on the Website and MAT Platform are registered and unregistered trademarks and trade names of MAT or its affiliated entities or licensors. You must not use such marks without the prior written permission of MAT. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website and the MAT Platform only for lawful purposes and in accordance with these Terms of Use and any services contract between you and MAT. You agree not to:

  • Use the MAT Platform or the materials and documents available thereon for any purpose other than to receive the MAT Services.
  • Use the Website or the MAT Platform in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • Use the Website or the MAT Platform for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
  • Transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
  • Impersonate or attempt to impersonate MAT, one of our employees, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
  • Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website or the MAT Platform, or which, as determined by us, may harm us or users of the Website or the MAT Platform or expose them to liability.
  • Use the Website or MAT Platform in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
  • Use any robot, spider or other automatic device, process or means to access the Website or MAT Platform for any purpose, including monitoring or copying any of the material on the Website.
  • Use any manual process to monitor or copy any of the material on the Website or MAT Platform or for any other unauthorized purpose without our prior written consent.
  • Use any device, software or routine that interferes with the proper working of the Website or MAT Platform.
  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website or MAT Platform, the server on which the Website or MAT Platform is stored, or any server, computer or database connected to the Website or MAT Platform.
  • Attack the Website or MAT Platform via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Website or MAT Platform
  • Use the Website or MAT Platform in any way that is in violation of any contract or agreement between you and MAT.

Reliance on Information Posted

The information presented on or through the Website is provided for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. Any information you access through the MAT Services on the MAT Platform is provided to you pursuant to the terms of your services agreement with MAT as either a manufacturer or a payer.

Linking to the Website and Social Media Features

The Website and MAT Platform may not be linked to or framed without authorization. The Website may contain certain social media features that enable you to:

  • Link from your own or certain third-party websites to certain content on the Website or MAT Platform.
  • Send e-mails or other communications with certain content, or links to certain content, on the Website or MAT Platform.
  • Cause limited portions of content on the Website or Platform to be displayed or appear to be displayed on your own or certain third-party websites. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion. Subject to the foregoing, you must not:
  • Establish a link from any website that is not owned by you.
  • Cause the Website, MAT Platform, or portions thereof to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other website.
  • Link to any part of the Website or MAT Platform other than the homepage.
  • Otherwise take any action with respect to the materials on the Website or MAT Platform that is inconsistent with any other provision of these Terms of Use.

Links to Third Party Websites

If the Website or MAT Platform contains links to other websites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Non-Confidential Communication

The Website may contain generally available means by which users can contact us, such as “Contact Us” forms. Please note that any personal or contact information that you may provide to us through such means will be governed by our Privacy Policy. Although we encourage visitors to contact us through our Website or the MAT Platform, please do not submit any information that you consider to be confidential or proprietary via such means. For the sake of avoiding any confusion or misunderstanding, please note that all information, ideas, suggestions, improvements or other communications you transmit to us via the Website shall be on a non-confidential basis and shall become the property of MAT. MAT and those it authorizes shall be free to reproduce, use, disclose or distribute such communications without limitation, compensation to you or other obligation

System Unavailability

Part or all of the MAT Platform or the MAT Service may be periodically unavailable during scheduled maintenance or unscheduled downtime (collectively, “Downtime”). MAT is not liable or responsible for any inconvenience or losses as a result of Downtime.

Disclaimer of Warranties, Limitation of Liability and Indemnification

Disclaimer of Warranties. We take reasonable steps to provide secure, timely, accurate and complete information on the Website and MAT Platform. However, it is possible that information contained or made available on the Website may be incorrect or not current. Further, the Internet has inherent risks and we cannot guarantee that your access to and use of the Website will be uninterrupted or error free or that the Website, MAT Platform, or sites to which they may link, will be free from loss, corruption, attack, interference, hacking or other security intrusion. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our sites for any reconstruction of any lost data.

If you notice any errors or omissions in the information contained on the Website or the MAT Platform, please report them to us for investigation.

YOUR USE OF THE WEBSITE AND MAT PLATFORM AND THE CONTENT PROVIDED THEREON IS AT YOUR OWN RISK. THE WEBSITE AND THE CONTENT PROVIDED ON THE WEBSITE AND MAT PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NO WARRANTY OF ANY KIND, IMPLIED, EXPRESSED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, ACCURACY OF INFORMATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREEDOM FROM COMPUTER VIRUS, IS GIVEN WITH RESPECT TO THE WEBSITE, THE MAT PLATFORM, OR THE CONTENT OR ANY HYPERLINKS PROVIDED THEREON.

Limitation of Liability. MAT AND ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (THE “MAT PARTIES”) SHALL NOT BE LIABLE FOR DAMAGES OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE, THE MAT PLATFORM, OR ANY CONTENT PROVIDED THEREON, INCLUDING BUT NOT LIMITED TO, DAMAGES CAUSED BY YOUR RELIANCE ON THE ACCURACY, COMPLETENESS OR TIMELINESS OF INFORMATION PROVIDED ON THE WEBSITE OR MAT PLATFORM OR YOUR PROVISION OF INFORMATION TO THE WEBSITE OR MAT PLATFORM, EXCEPT THAT THE FOREGOING SHALL NOT PRECLUDE RECOVERY OF DAMAGES FOR PERSONAL INJURY, LOSS OR DAMAGE TO PERSONAL PROPERTY, OR UNAUTHORIZED USE OR DISCLOSURE OF PERSONALLY IDENTIFIABLE INFORMATION CAUSED BY THE MAT PARTIES’ NEGLIGENCE, GROSS NEGLIGENCE, RECKLESSNESS, FRAUD OR OTHER WILFUL, UNCONSCIONABLE OR INTENTIONAL MISCONDUCT. NOTHING HEREIN SHALL BE CONSTRUED TO LIMIT THE CLEARLY ESTABLISHED LEGAL RIGHT OF A CONSUMER TO RECOVER ATTORNEYS’ FEES OR OTHER REMEDIES AFFORDED BY STATUTE OR OTHER LAW.

INDEMNIFICATION. You agree to defend, indemnify and hold harmless the MAT Parties from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (INCLUDING reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website or MAT Platform content in violation of any contract between you and MAT or in any way other than as expressly authorized in these Terms of Use, your violation of the rights of a third party, or any negligent acts, omissions or intentional wrongdoing by you. Any such indemnification shall be conditioned on the indemnified party: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. The indemnified party shall be entitled to participate in such defense at its own cost and expense.

The foregoing Disclaimer of Warranties, Limitation of Liability and Indemnification provisions shall apply to the fullest extent permitted by law.

Changes to These Terms

We may revise and update these Terms of Use from time to time. All changes are effective immediately when we post them, and apply to all access to and use of the Website and the MAT Platform thereafter. However, if we make material changes to this policy, we will notify you by means of a conspicuous notice on our homepage or direct communication to you via email, if possible. Use by you of the Website or MAT Platform following any modifications or amendments to these Terms of Use shall signify your acceptance of such modifications or amendments.

Governing Law

All matters relating to the Website, the MAT Platform, and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with United States Federal law, where applicable, and the internal laws of the State of New Jersey, without giving effect to any choice or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdiction) that would require the application of a different state’s law.

Waiver and Severability

No waiver by MAT of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of MAT to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement and Conflicting Provisions

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and MAT with respect to Your use of the Website and MAT Platform. If you have a MAT Account, in the event of a conflict between any services contract between you and MAT and the User Agreement, the services contract shall control.

Your Comments and Concerns

If you have comments, questions or requests for technical support, please contact Us at: mat.support@marketaccesstransformation.com.