End-User License Agreement

This End-User License Agreement ("Agreement") is a legal contract between you (the "Provider" or "Provider's Billing Agent") (either an individual or a single business entity) and ImageWork Technologies Corp (herein ImageWork or Licensor) for the use of the provider service portal, eFileNYSClaims (the "Software") and, as applicable, associated media, printed materials, and "online" or electronic documentation (the "Software Application").

The provider service portal, eFileNYSClaims, is an online portal developed to enable medical providers, who are registered to gain access to eFileNYSClaims, to submit billing data that will be transmitted to the New York State Insurance Fund (herein NYSIF) by ImageWork.

eFileNYSClaims is solely an intermediary service between the Provider and ImageWork to enable both parties to transact any dealings related to their business.

BY CLICKING THE "ACCEPT" ICON BELOW, OR BY OTHERWISE USING THE SOFTWARE APPLICATION eFileNYSClaims, PROVIDER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY PROVISIONS BELOW. IF PROVIDER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROVIDER MAY CLICK THE "REJECT" ICON TO LEAVE THE eFileNYSClaims SITE.

The terms of this Agreement apply to the use of the Software, including any revisions or new releases Licensor may provide in the future.

TERMS

  1. License Grant - Licensor hereby grants to the Provider and the Provider accepts a nonexclusive license to use the Software only as authorized in this Agreement.

    Provider agrees not to assign, sublicense, transfer, pledge, lease, rent, or share rights under this Agreement. Provider agrees not to reverse assemble, reverse compile or otherwise translate the Software.

    Any copies of the Software or any related user documentation shall include Licensor's copyright and other proprietary notices. Except as authorized under this paragraph, no copies of the Software or any portions thereof may be made by Provider or any representative of the Provider.

    Your license to use eFileNYSClaims terminates immediately in the following circumstances: (a) without notice, upon your material breach of or the termination of the operative agreement (e.g., Medical Billing Agreement, Transcription Agreement, Eligibility Agreement, EMR End User License Agreement, etc.); or (b) without notice, upon your violation of the terms of the this agreement. In the event of termination of your license, you must immediately cease all use of the eFileNYSClaims Software, destroy all of your copies of the eFileNYSClaims Software and remove all files and data relating to the eFileNYSClaims Software that you have installed or copied on or to any physical devices or media.

  2. License Fees - eFileNYSClaims is provided without charge to those Providers intending to submit medical claims via eFileNYSClaims for processing by NYSIF. It is understood that NYSIF is not a party to this Agreement.

  3. Terms - By clicking on the "ACCEPT" icon below, the terms and conditions of this Agreement, in it's current form or as may be modified by Licensor, shall be applicable each and every time the Provider utilizes eFileNYSClaims. The Provider is under no obligation to use eFileNYSClaims although the terms and conditions of this Agreement remain in effect for all prior uses of eFileNYSClaims. Licensor may terminate this Agreement and discontinue eFileNYSClaims at any time and for any reason.

  4. No Warranties - The Software is provided "AS IS" without any representations or warranties as to functionality or quality whatsoever.

    The Provider is asked to report any error or malfunction in the Software to the Licensor. Although Licensor assumes no legal obligation with respect to the use of the Software, it is Licensor's intent that errors and malfunctions will be addressed through reasonable corrective efforts based on priorities and available resources Licensor may assign to such errors or malfunctions.

    Please remember that any use of computers is subject to a likelihood of human and machine errors, omissions, delays and losses, including loss or corruption of data or media. The Provider should adopt such measures as the Provider deems proper to limit the impact of those problems, including backing up data and verifying the accuracy of input data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data.

  5. HIPAA compliance and Confidentiality - Both ImageWork and Provider warrant and represent that each party shall use their best efforts to comply with the Health Insurance Portability and Accountability Act of 1996 (as codified at 42 U.S.C. 1320d), together with any current and future regulations promulgated there under (collectively "HIPAA"). All patient information and data provided by Provider to Licensor shall be treated and kept confidential and shall not be disclosed to anyone except to the extent necessary for Licensor to perform its obligations hereunder.

  6. Enrollment - In order to enroll in eFileNYSClaims, Provider must be Workers Compensation Board (WCB) Authorized. Upon registration submission, eFileNYSClaims will verify the Provider's information with the NYSIF provider list and either approve or reject the Provider.

  7. Set up- Provider shall be responsible for providing via eFileNYSClaims all information necessary to successfully submit workers' compensation bills to NYSIF, including all necessary information pertaining to patient's physician profile(s), provider number(s), referring physicians, medical providers and other medical facilities at which Provider provides medical services, together with diagnostic and procedure codes for the services provided by Provider.

  8. Provider Obligations - Provider warrants and represents that all claim information provided by it or its agents through eFileNYSClaims will be accurate, verifiable and properly documented and that Provider has obtained any necessary patient consents, authorizations and assignments. Provider shall also comply with any additional, reasonable requirements imposed by Licensor from time to time.

  9. Unique Username and Password - In order to access and use some services and content on eFileNYSClaims, the Provider will receive from Licensor a unique password(s) and account name(s). Provider shall be solely responsible for maintaining the confidentiality of the password(s) and account name(s) and shall be fully responsible for all activities that occur under or result from the use of such password(s) and account name(s). Provider agrees that it is solelyresponsible to (1) control the dissemination and use of such password(s) and account name(s); (2) authorize, monitor, and control access to and use of such account name(s) and password(s); and (3) promptly inform ImageWork of any need to deactivate Provider's account(s) and/or password(s). Provider herein grants ImageWork and all other persons or entities involved in the operation of eFileNYSClaims the right to transmit, monitor, retrieve, store, and use Provider's information in connection with the operation of eFileNYSClaims. ImageWork shall not be liable for any loss or damage arising from Provider's failure to comply with this section.

  10. Secondary Accounts - Provider will have the right to create up to ten (10) active secondary user accounts to manage their claim filing. Provider is responsible for any secondary accounts they create.

  11. Relationship to other Agreements - If Provider has executed another agreement with NYSIF (e.g., Medical Billing Agreement, EMR End User License Agreement, and Medical Transcription Agreement), the terms and conditions of that agreement controls in the event of a direct conflict between said agreement(s) and this one. However, to the extent that the terms and conditions of any other agreement are not in direct conflict with each other, this Agreement is binding relative to Provider's use of eFileNYSClaims.

    PROPRIETARY RIGHTS

  12. Copyright - All title and copyrights in and to the Software Application (including, without limitation, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software Application), the accompanying media and printed materials, and any copies of the Software Product are owned by ImageWork. The Software Application is protected by copyright laws and international treaty provisions. Therefore, the Provider must treat the Software Application like any other copyrighted material, subject to the provisions of this Agreement.

  13. Submissions - Should the Provider decide to transmit to eFileNYSClaims's website by any means or by any media materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions or the like, the Provider agrees such submissions are unrestricted and shall be deemed non-confidential. Provider automatically grants ImageWork and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.

    DISCLAIMER OF WARRANTY

  14. Assumption of Risk - Good data processing procedure dictates that any program be thoroughly tested with non-critical data before relying on it. The Provider shall assume the entire risk of using the Software Application. IMAGEWORK DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS A PROVIDER MAY OBTAIN BY USING THE SOFTWARE OR RELATED FILES. IMAGEWORK SHALL NOT BE LIABLE FOR THE CORRECTNESS OR QUALITY OF THE DATA SUBMITTED TO THE eFileNYSClaims WEBSITE AND THEN SUBSEQUENTLY TO NYSIF. IMAGEWORK CANNOT WARRANT THAT THE INFORMATION SUBMITTED TO eFileNYSClaims WILL BE PROCESSED OR EVEN ACKNOWLEDGED BY NYSIF. IMAGEWORK MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE TIMEFRAMES INVOLVED FOR PROCESSING AND TRANSFERRING OF PROVIDER DATA SUBMITTED VIA eFileNYSClaims TO NYSIF.

    IN NO EVENT WILL IMAGEWORK BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS, EVEN IF A IMAGEWORK REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES BY PROVIDER, OR FOR ANY CLAIM BY ANY THIRD PARTY.

    IMAGEWORK PROVIDES THE eFileNYSClaims WEBSITE "AS IS" AND "AS AVAILABLE" WITH NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OR IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

  15. Governing Law - This Agreement shall be construed and governed in accordance with the laws of the State of New York without regard to its conflict of law statutes.

  16. No Waiver - The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any term or provision of this Agreement or the application thereof is deemed to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

  17. Entire Agreement - Except as set forth in Section 11 ("Relationship to Other Agreements"), this Agreement constitutes the entire agreement between Provider and Licensor and governs Provider's use of eFileNYSClaims. LICENSOR MAY REVISE AND UPDATE THIS AGREEMENT AT ANY TIME AND YOUR CONTINUED USAGE OF eFileNYSClaims WILL CONSTITUTE AN ACKNOWLEDGMENT AND ACCEPTANCE OF ANY SUCH MODIFICATIONS.

  18. Indemnification - Provider agrees to defend, indemnify, and hold Licensor, its officers, directors, employees, agents, licensors, and assigns harmless from and against any claims, actions, demands, liabilities and settlements, including without limitation, reasonable legal and accounting fees resulting from, or alleged to result from, Provider's violation of this Agreement.

  19. Statute of Limitations - Provider agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to Provider's use of eFileNYSClaims must be filed within one (1) year after such claim or cause of action arose. If such a claim or cause of action is not filed within said one (1) year time period, the claim or cause of action shall be forever barred.