Terms of Service

Last Updated: April 20, 2019

  1. YOUR RELATIONSHIP WITH PVERIFY.

1.1 Use of the Service is Subject to these Terms. Your access to the pVerify Platform and use of the Service is subject to this pVerify Platform Terms of Service (the “Platform Terms”). “pVerify” means pVerify, Inc. with corporate offices at 5151 California Ave. Suite 100, Irvine, CA 92617.

1.2 These Platform Terms include pVerify’s Website Terms of Service and Privacy Policy. Unless otherwise agreed in writing with pVerify, these Platform Terms incorporate the pVerify Privacy Policy, found at: Privacy Policy (the “Privacy Policy”) and the pVerify Website Terms of Service, found at: Website Terms of Service (the “Website Terms”). In the event of any inconsistency between these Platform Terms, the Website Terms and the Privacy Policy, the following order of precedence shall apply:

(i) the Privacy Policy with respect to the collection and use of personal information and data;

(ii) these Platform Terms with respect to the Service; and

(iii) the Website Terms with respect to the pVerify Services (defined in Section 1.3 below).

1.3 Use of Other pVerify Services and Additional Terms. If you use the Service in conjunction with any other pVerify products or services (and all other pVerify products and services are collectively referred to as the “pVerify Services”), your agreement with pVerify will also include the terms applicable to those pVerify Services (“Additional Terms”). If Additional Terms apply, they will be accessible to you either within or through your use of the applicable pVerify Services. If there is any contradiction between the Additional Terms and these Platform Terms, then these Platform Terms will take precedence only as they relate to the Service, and not to any other pVerify Services. If You have a separate license agreement in place with pVerify, those terms and conditions will control and take precedence.

1.4 API Documentation. You may choose to use pVerify’s application programming interfaces either (i) by developing an application that complies to the specifications provided by pVerify in its API-specifications or (ii) by using one or more applications that pVerify makes available to users through the Service that comply with the API-specifications (both of which are referred to in these Platform Terms as “API’s”). If there is any contradiction between the Platform Terms and other API(s)-related documents (including but not limited to any API-specifications, documentation, user guides, manuals or instructions that pVerify may provide to you in any form (collectively, the “API Documentation”), then the Platform Terms will take precedence.

1.5 Changes to the Platform Terms. pVerify reserves the right to make changes to the Platform Terms from time to time. When these changes are made, (i) pVerify will make a new copy of the Platform Terms available at https://pVerify.io/terms/ or such successor URLs that pVerify may designate from time to time) and (ii) you will be required to accept the revised terms in order to continue accessing the pVerify Platform and using the Service. You understand and agree that if you use the Service after the date on which the Platform Terms have changed, pVerify will treat your use as acceptance of the updated Platform Terms. If a modification is unacceptable to you, you may terminate this agreement by ceasing use of the Service.

  1. PRIVACY AND PERSONAL INFORMATION.

2.1 pVerify’s Privacy Policy. For information about pVerify’s data protection practices, please read the Privacy Policy at https://www.pVerify.io/privacy. This Privacy Policy explains how pVerify treats your personal information and protects your privacy when you use the Service.

2.2 Use of Your Data under the Privacy Policy. You agree pVerify may use any data you supply to pVerify in using the Services. pVerify shall use such data in accordance with the Privacy Policy.

2.3 Your Privacy Policy. You must post and abide by a privacy policy that complies with all applicable laws relating to the collection of information through your API Implementation (as defined in Section 6.1(b)) in accordance with the specific requirements of Section 8.1 (End User Terms and Privacy Policy) below.

  1. YOUR PVERIFY ACCOUNT.

3.1 Signing Up for a pVerify Platform Account. In order to access the pVerify Platform and use the Service, you must have a “pVerify Platform Account”. This is a different account from your account for any other pVerify Services. You agree that any information you give to pVerify in connection with your pVerify Platform account or your continued use of the Service will always be accurate, correct, and up to date.

3.2 Trial Offer. By agreeing to these Platform Terms, you will receive a free trial (the “Introductory Trial Offer”), which is made to you by pVerify and entitles you to access the pVerify Platform and use the Service for the period specified at https://www.pVerify.io/pricing from the moment that you activate such trial period by submitting your payment details and clicking that you accept these Platform Terms (the “Introductory Trial Period”). By submitting your payment details, (i) you accept the Introductory Trial Offer, (ii) consent to pVerify using your payment details in accordance with the Privacy Policy, (iii) acknowledge and agree to the Website Terms, Privacy Policy and these Platform Terms. If you decide that you do not want to remain a paying user of the pVerify Platform, you must cancel your subscription to the pVerify Platform by logging into your pVerify Platform Account and following the instructions, prior to the end of your Introductory Trial Period. Otherwise, at the end of your Introductory Trial Period, you will automatically become a paying user of the pVerify Platform at the regular pVerify pricing shown on https://www.pVerify.io/pricing, and the payment method you provided will automatically be charged the applicable pVerify Platform transactional usage fee, until you cancel your pVerify Platform subscription. If you wish to cancel your pVerify Platform subscription after the end of your Introductory Trial Period, you may do so by following the instructions above. There are no refunds or credits. If pVerify increases the transaction fees in the future, we will provide you notice at https://www.pVerify.io/pricing. Price changes will take effect at the start of the next subscription period following the date of the price change. By continuing to use the pVerify Platform after the price change takes effect, you accept the new price. You may only use this Introductory Trial Offer once. If you have subscribed to the pVerify Platform or have accepted this Introductory Trial Offer previously, you are ineligible for this Introductory Trial Offer. pVerify reserves the right to terminate this Introductory Trial Offer at any time and for any reason. After such time of termination, pVerify shall not be obligated to redeem any further Introductory Trial Offers.

3.3 Purchases. If applicable, you agree to pay all fees or charges to your pVerify Platform Account based on pVerify’s fees, charges, and billing terms in effect as shown on the https://www.pVerify.io/pricing. If you do not pay on time or if pVerify cannot charge your credit card, PayPal or other payment method for any reason, pVerify reserves the right to either suspend or terminate your pVerify Platform Account and access to the pVerify Platform and to terminate these Platform Terms. You are expressly agreeing that pVerify is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of the pVerify Platform or the Service and the fees will be billed to your credit card, PayPal or other payment method designated on your initial registration of your pVerify Platform Account, and thereafter at regular intervals for the remainder of the term of these Platform Terms. If you cancel your pVerify Platform Account at any time, you will not receive any refund. If you have a balance due on any pVerify account, you agree that pVerify may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

3.4 Account Keys. For certain versions or features of the Service, pVerify may require you to obtain and use an alphanumeric key or cryptographic key that is uniquely associated with your pVerify Platform Account and the use of the Service. You must obtain and use any required key in accordance with these Platform Terms and the API Documentation.

3.5 Your Passwords and Account Security. You agree that you will be solely responsible to pVerify for your use of the Service. If you become aware of any unauthorized use of your password, your pVerify Platform Account, or your key(s), you agree to notify pVerify immediately.

  1. PVERIFY’S PROPRIETARY RIGHTS.

You acknowledge and agree that pVerify (or pVerify’s licensors and their suppliers, as applicable) own all legal right, title and interest in and to the Service and Content (defined in Section 6.1(b)), including any intellectual property rights that subsist in the Service and Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

  1. PERMITTED USES.

You agree to use the Service only for purposes:

(a) that are permitted by the Platform Terms (including the licenses in Section 6);

(b) that are permitted by any applicable third party contract, law, or regulation in the relevant jurisdictions; and

(c) that comply with all applicable policies or guidelines made available by pVerify, including in the API Documentation.

U.S. Law Restrictions. You may not use the Service and may not accept the Platform Terms if you are a person barred from using the Service under the laws of the United States.

  1. LICENSES FROM PVERIFY TO YOU.

6.1 Definitions.

(a) “Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

(b) “Content” means any content provided through the Service (whether created by pVerify or its third- party licensors), including provider data and price data, or any other content.

(c) “API Implementation” means your software application or website that uses the API(s) to obtain and display Content in conjunction with Your Content, according to these Platform Terms.

(d) “Your Content” means any content that you provide to pVerify through the pVerify Platform, use of the Service and in your API Implementation, including data, images, video, or software. Your Content does not include the Content.

6.2 Service License. Subject to these Platform Terms (including but not limited to Section 7 (License Requirements) and Section 8 (License Restrictions)), pVerify gives you a personal, worldwide, royalty-free, non-transferable, non-assignable and non-exclusive license to use the Service as provided by pVerify, in the manner permitted by these Platform Terms.

6.3 Open Source Software. Your use of the Service may be subject to certain open source license terms, which will be presented to you before you access the Service.

6.4 Content License. Subject to these Platform Terms (including but not limited to Section 7 (License Requirements) and Section 8 (License Restrictions)), pVerify gives you a personal, worldwide, royalty-free, non-transferable, non-assignable, and non-exclusive license to access, use, publicly perform and publicly display the Content in your API Implementation, as the Content is provided in the Service, and in the manner permitted by these Platform Terms. Specifically, you understand the following:

Certain Content is provided under license from third parties, including the American Medical Association (the “AMA”), and is subject to copyright and other intellectual property rights owned by or licensed to the AMA or such third parties. You may be held liable for any unauthorized copying or disclosure of this Content.

6.5 Brand Features License.

(a) Grant. Subject to these Platform Terms (including but not limited to Section 7 (License Requirements) and Section 8 (License Restrictions)), pVerify gives you a personal, worldwide, royalty-free, non-transferable, non-assignable, non-sublicenseable, and non-exclusive license to display pVerify’s Brand Features solely for the purpose of promoting or advertising your authorized use of the Service in accordance with this Section and for the purpose of fulfilling your obligations under the Platform Terms.

(b) Restrictions. In using pVerify Brand Features, you will not:

(i) display a pVerify Brand Feature in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by pVerify, other than your use of the Service, or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of, pVerify or pVerify personnel;

(ii) display a pVerify Brand Feature in your API Implementation or on your site if your API Implementation or site contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under 21 years of age;

(iii) have the pVerify logo as the largest logo in your API Implementation or on your website;

(iv) display a pVerify Brand Feature as the most prominent element in your API Implementation on any page of your website;

(v) display a pVerify Brand Feature in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to pVerify;

(vi) use pVerify Brand Features to disparage pVerify, its products, or the pVerify Services;

(vii) display a pVerify Brand Feature in your API Implementation or on a site that violates any law or regulation; or

(viii) remove, distort or alter any element of a pVerify Brand Feature (this includes squeezing, stretching, inverting, discoloring, etc.).

(c) No Further License Grant; No Challenges. Except as set forth in this Section, nothing in these Platform Terms will grant or will be deemed to grant you any right, title or interest in or to pVerify’s Brand Features. All use by you of pVerify’s Brand Features (including any goodwill associated therewith) will inure to the benefit of pVerify. To the maximum extent permitted by applicable law, the following will apply: at no time while you have a pVerify Platform Account will you challenge or assist others to challenge the Brand Features of pVerify or the registration thereof by pVerify, nor will you attempt to register any Brand Features (including domain names) that are confusingly similar to those of pVerify in any way (including but not limited to sound, appearance and spelling).

6.6 Proprietary Rights Notices. You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices, Terms of Service links, or Brand Features) that may be affixed to or provided through the Service. Where such notices are not affixed within the Service, you agree to display such notices according to the API Documentation.

6.7 Determination of Compliance. pVerify reserves the sole right and discretion to determine whether your use of the Service, Content, and Brand Features is in compliance with these Platform Terms.

6.8 No transaction fees of any kind, direct or indirect, is covered hereunder and You bear the sole responsibility to pay for any and all related transaction costs.

  1. LICENSE REQUIREMENTS.

pVerify’s licenses above are subject to your adherence to the following requirements:

7.1 End User Terms and Privacy Policy.

If you develop an API Implementation for use by other users, you must:

(a) display to the users of your API Implementation the link to the pVerify’s API Terms of Use as described in the API Documentation;

(b) explicitly state in your API Implementation’s terms of use that, by using your API Implementation, your users are agreeing to be bound by these Platform Terms; and

(c) protect the privacy and legal rights of those users as follows:

(i) You must make publicly available, and must abide by, a privacy policy in your API Implementation that complies with applicable laws. In particular, but without limiting the generality of the foregoing, if your API Implementation enables you or any party to gain access to information about users of the API(s), including but not limited to personally identifiable information (such as user names) or non-personally identifiable usage information (such as location), your privacy policy must describe your use and retention of this information.

(ii) Your privacy policy must notify users that you are using the API(s) and incorporate by reference the pVerify privacy policy by including a link to the pVerify privacy policy (currently https://www.pVerify.com/privacy), as amended by pVerify from time to time.

7.2 Attribution.

(a) Content provided to you through the Service may contain the one of more Brand Features of pVerify, its partners, or other third party rights holders of content indexed by pVerify. When pVerify provides this attribution, you must display it as provided through the Service or as described in the API Documentation and may not delete or in any manner alter these Brand Features.

(b) You agree to include and display the “powered by pVerify” attribution (and/or any other attribution(s) required by pVerify as described in the APIs Documentation) conspicuously on the page, in close proximity and adjacent to the Service search box and pVerify search results. If you use the standard pVerify search control, or the standard pVerify search control form, this attribution will be included automatically, and you agree not to modify or obscure this automatically-generated attribution.

(c) You understand and agree that pVerify has the sole right and discretion to determine whether your attribution(s) are in compliance with the above requirements.

7.3 Responsibility for Breaches. You agree that you are solely responsible for (and that pVerify has no responsibility to you or to any third party for) any breach of your obligations under these Platform Terms and for the consequences of any such breach (including any loss or damage that pVerify may suffer).

  1. LICENSE RESTRICTIONS.

Except as expressly permitted under these Platform Terms, or unless you have received prior written authorization from pVerify (or, as applicable, from the provider of particular Content), pVerify’s licenses above are subject to your adherence to all of the restrictions below.

8.1 Restrictions on How You May Use the API(s). Except as explicitly permitted in Section 6 (Licenses from pVerify to You) or the API Documentation, you must not (nor may you permit anyone else to) do any of the following:

8.1.1. General Restrictions.

(a) No Access to API(s) except through the Service. You must not access or use the API(s) or any Content through any technology or means other than those provided in the Service, or through other explicitly authorized means pVerify may designate.

(b) No Hiding of Identity. You must not hide or mask from pVerify the identity of your API Implementation as it uses the Service, including by failing to follow the identification conventions listed in the APIs Documentation.

(c) No Reverse Engineering. You must not attempt to reverse engineer or decompile the Services or any component, or attempt to create a substitute or similar service through use of or access to the Services, unless this is expressly permitted or required by applicable law.

(d) No Modification of Search Results. You must not modify, reorder, augment or manipulate search results in any way unless you indicate to the user that this has occurred.

(e) No Modification of Links. You must not modify, replace, obscure, or otherwise hinder the functioning of links to pVerify or third party websites provided in the Content.

8.1.2 Restrictions against Data Export or Copying.

(a) No Unauthorized Copying, Modification, Creation of Derivative Works, or Display of the Content. You must not copy, translate, modify, or create a derivative work (including creating or contributing to a database) of, or publicly display any Content or any part thereof except as explicitly permitted under these Platform Terms. For example, the following are prohibited:

(i) creating mailing lists or telemarketing lists based on the Content; or

(ii) exporting, writing, or saving the Content to a third party’s location-based platform or service.

(b) No Pre-Fetching, Caching, or Storage of Content. You must not pre-fetch, cache, or store any Content.

(c) No Mass Downloads or Bulk Feeds of Content. You must not use the Service in a manner that gives you or any other person access to mass downloads or bulk feeds of any Content, including but not limited to the names, identities, addresses or rates for or descriptions of services offered by, healthcare providers.

8.2 Restrictions on the Types of Applications that You are Permitted to Build with the API(s). Except as explicitly permitted in Section 6 (Licenses from pVerify to You) or the API Documentation, you must not (nor may you permit anyone else to) do any of the following:

(a) No “Wrapping.” You must not create or offer a “wrapper” for the Service, unless you obtain pVerify’s written consent to do so.

  1. LICENSES FROM YOU TO PVERIFY.

9.1 Content License. pVerify claims no ownership over Your Content, and you retain copyright and any other rights you already hold in Your Content. By submitting, posting or displaying Your Content in the Service, you give pVerify a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publicly perform, publicly display and distribute Your Content through the Service for the sole purpose of enabling pVerify to provide you with the Service in accordance with the Privacy Policy.

9.2 Marketing License. You grant to pVerify a worldwide, royalty-free, non-transferable, and non-exclusive license to use Your Brand Features and Your Content to publicize or advertise that you are using the Service (for example, by using your marks in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website), or by creating marketing or advertising materials that show screenshots of the Service in which Your Content is featured).

9.3 Authority to Grant Licenses. You represent and warrant to pVerify that you have all the rights, power and authority necessary to grant the above licenses.

  1. TERMINATING THIS AGREEMENT.

10.1 These Platform Terms will continue to apply until terminated by either you or pVerify as set out below.

10.2 You may terminate your legal agreement with pVerify by terminating your pVerify Platform Account and removing the API(s) code from your API Implementation.

10.3 pVerify reserves the right to terminate these Platform Terms or discontinue the Service or any portion or feature for any reason and at any time without liability or other obligation to you, except as described under Section 34.

10.4 Nothing in this Section will affect pVerify’s rights regarding provision of the Service under Section 3 (Provision of Service By pVerify) of these Platform Terms.

10.5 You shall be liable for all fees due for use of the Service through the effective termination date. You must cease all use of the Service (including but not limited to the API’s) as part of your API Implementation as of the effective termination date.

10.6 When this legal agreement comes to an end, those provisions of these Platform Terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 5 (pVerify’s Proprietary Rights); 10.4 and 10.5 (Terminating this Agreement); 11 (Exclusion of Warranties); 12 (Limitation of Liability); 13 (Indemnity); and 17 (General Legal Terms).

  1. EXCLUSION OF WARRANTIES.

11.1 NOTHING IN THESE PLATFORM TERMS WILL EXCLUDE OR LIMIT PVERIFY’S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF LOSS OR DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND PVERIFY.S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE AND THE CONTENT IS AT YOUR SOLE RISK AND THAT THE SERVICE AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” IN PARTICULAR, PVERIFY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS AND THEIR SUPPLIERS, DO NOT REPRESENT OR WARRANT TO YOU THAT:

(a) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS;

(b) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;

(c) THE INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICE WILL BE ERROR-FREE, ACCURATE OR RELIABLE; AND

(d) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.

11.3 ANY CONTENT OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.

11.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PVERIFY, OR THROUGH OR FROM THE SERVICE OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE PLATFORM TERMS.

11.5 PVERIFY, ITS LICENSORS, AND THEIR SUPPLIERS FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

  1. LIMITATION OF LIABILITY.

12.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PVERIFY, ITS SUBSIDIARIES, AND AFFILIATES, AND PVERIFY’S LICENSORS AND THEIR SUPPLIERS, WILL NOT BE LIABLE TO YOU FOR:

(a) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING, BUT NOT BE LIMITED TO: CONTRACT, TORT, COMMON LAW, OR STATUTORY DAMAGES; ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS); OR

(b) ANY LOSS OR DAMAGE AS A RESULT OF:

(i) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;

(ii) ANY CHANGES THAT PVERIFY MAY MAKE TO THE SERVICE, OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY FEATURES WITHIN THE SERVICE);

(iii) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICE;

(iv) YOUR FAILURE TO PROVIDE PVERIFY WITH ACCURATE ACCOUNT INFORMATION; OR

(v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

12.2 PVERIFY’S AGGREGATE LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID BY YOU TO PVERIFY UNDER THESE PLATFORM TERMS

12.3 THE LIMITATIONS ON PVERIFY’S LIABILITY TO YOU IN THIS SECTION 12 WILL APPLY WHETHER OR NOT PVERIFY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS OR THEIR SUPPLIERS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES.

  1. INDEMNITIES.

13.1 You hereby agree to defend, indemnify, and hold pVerify, its officers, directors, agents, affiliates, strategic partners, licensors and their suppliers (“the Indemnified Parties”) harmless from and against any third party claim or liability arising out of:

(a) your use of the API(s) in breach of these Platform Terms or applicable policies;

(b) your API Implementation;

(c) any use by users of your API Implementation;

(d) any claim that your API Implementation or Your Content violates any applicable law, including but not limited to any claim that your API Implementation infringes the rights of a third party.

13.2 You will cooperate as fully as reasonably required in the defense of any claim. pVerify reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You acknowledge that damages for improper use of the API(s) may be irreparable; therefore, pVerify is entitled to seek equitable relief, including but not limited to preliminary injunction and injunction, in addition to all other remedies.

  1. NATIONAL PROVIDER IDENTIFIER (NPI) USE

A National Provider Identifier (NPI) is a 10-digit identification number issued to health care providers by the Centers for Medicare and Medicaid Services (CMS). An NPI is required for every transaction, so You must either have Your own unique NPI(s), or You must be authorized on behalf of a provider in order to use the platform and conduct transactions. You are solely responsible for proper use of an NPI and are encouraged to visit the official CMS website for detailed information. Unauthorized use of an NPI will result in the immediate cancellation of Your account. For the limited purpose of testing and validation of the platform only, You are temporarily authorized to use the pVerify NPI, subject to applicable law, for a period of thirty (30) days from the date of inception of Your account, after which time such permission shall immediately terminate.

  1. GENERAL LEGAL TERMS.

15.1 Notices. You agree that pVerify may provide you with notices, including those regarding changes to these Platform Terms, by email, regular mail, or postings on the Service.

15.2 No Waiver. You agree that if pVerify does not exercise or enforce any legal right or remedy available to it under these Platform Terms (or any applicable law), pVerify will not be deemed to have waived its rights or remedies, and those rights and remedies will still be available to pVerify. Any waiver of any provision of these Platform Terms will be effective only if pVerify expressly states in a signed writing that it is waiving a specified provision of these Platform Terms.

15.3 Severability. If any court of law that has jurisdiction rules that any provision of these Platform Terms is invalid, then that provision will be removed from these Platform Terms without affecting the rest of the Platform Terms. The remaining provisions of these Platform Terms will continue to be valid and enforceable.

15.4 Third Party Beneficiaries. You acknowledge and agree that each member of the group of companies of which pVerify is the parent, and each of the Indemnified Parties, will be third party beneficiaries to these Platform Terms and that such other companies will be entitled to directly enforce, and rely upon, any provision of these Platform Terms that confers a benefit on (or rights in favor of) them. Other than this, no other person or company will be a third party beneficiary to these Platform Terms.

15.5 Assignment. These Platform Terms may be assigned by pVerify and will inure to the benefit of pVerify, its successors, and assigns.

15.6 Governing Law and Jurisdiction; Injunctive Relief. These Platform Terms, and your relationship with pVerify under these Platform Terms, are governed by the laws of the State of California, USA, without regard to its conflict of laws provisions. You and pVerify agree to submit to the exclusive, personal jurisdiction of the federal or state courts of San Mateo County, California, USA, to resolve any legal matter arising from or related to these Platform Terms. Notwithstanding this, you agree that pVerify will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

15.7 Complete Agreement. These Platform Terms constitute the whole legal agreement between you and pVerify in connection with, and govern your use of, the Service and Content. These Platform Terms completely replace and supersede any prior agreements between you and pVerify, written or oral, in connection with the Service and Content.