Inovalon Holdings, Inc. (“Inovalon”) welcomes you. These Terms of Use govern your use of the websites (“Sites”) and platforms including the Inovalon ONE^® Platform (“Platforms”) owned and operated by Inovalon. References to “you” and “your” refer to any individual or an entity. References to “we”, “us” and “our” refer to Inovalon. PLEASE CAREFULLY REVIEW THE ENTIRE TERMS OF USE BEFORE USING ANY SITE OR PLATFORM. By using a Site or by entering a Platform, you represent and warrant that you have read, understand and are bound by these Terms of Use.

All content (other than user content) is copyright Inovalon, Inc., all rights reserved. “Inovalon,” “CAAS,” “CARA,” “CareSync Advantage,” “CEDI,” “ChaseWise,” “Complete Quality Management,” “CQM,” “Data Diagnostics,” “DDx,” “DCD,” “Distributed Analytics,” “eCAAS Advantage,” “EMR Acceleration,” “eP4,” “ePASS,” “HCC Surveillance,” “HEDIS Advantage,” “iDCT,” “iDCD,” “Converged Data Ingestion,” iPORT,” “iPORT HD,” “INDICES,” “Insights,” “iTCC,” “MORE² Registry,” “PCIS,” “Prospective Advantage,” “QSCL,” “QSD,” “QSFD,” “QSHR,” “QSI,” “QSI-XL,” “Quality Spectrum,” “Quality Spectrum Hybrid Reporter,” “Quality Spectrum Insight,” “Star Advantage,” “SAFHIRE,” “SRSA,” “The Inovalon ONE Platform,” “ScriptMed Specialty,” “ScriptMed® Enterprise,” “ScriptMed® Partner Collaboration,” “ScriptMed® MyShare,” “ScriptMed® Analytics,” “ScriptMed® Interchange,” and all other trade, service, and other marks of Inovalon, including the Inovalon logo, are marks of Inovalon, Inc. Sites and Platforms contain copyrighted material, trademarks, service marks, trade dress and other proprietary content, including but not limited to text, software, photographs, images, logos, video and graphics (the “Content”), and the entire selection, coordination, arrangement and “look and feel” of the Sites and Platforms and the Content are copyrighted as a collective work under United States copyright laws (collectively, “Intellectual Property Rights”). You are only permitted to use Content as expressly authorized herein or in writing by Inovalon. Neither these terms nor your use of the Sites or Platforms transfers any right, title or interest in the Sites, Platforms or the Content to you, and Inovalon and its third party licensors retain all of its and their respective rights, title and interest to the Sites, Platforms and Content.

Except as provided in these terms, you may not use, modify, republish, frame, print, display, perform, reproduce, license, transfer, sell, assign, post, transmit, distribute, reverse engineer, create derivative works from, or otherwise exploit any Content or information from Inovalon’s Sites or Platforms, in whole or in part, without the express written permission of Inovalon.

The Sites are available worldwide to anyone with Internet access. However, our Sites may not be continuously available due to maintenance or repairs or due to computer problems or crashes, disruption in Internet service or other unforeseen circumstances. Further, a reference to a product or service on our Sites or Platforms does not imply that such product or service is or will be available in your location. The content of Inovalon’s Sites and Platforms is intended for use and display only where its use and display are permissible in accordance with applicable laws and regulations.

Certain product, service, or company designations for companies other than Inovalon may be mentioned on a Site or Platform for identification purposes only. Third party trademarks, trade names, logos, product or services names contained on a Site or Platform are the trademarks, registered or unregistered, of their respective owners. HEDIS is a registered trademark of NCQA.

Except as explicitly set forth herein, nothing contained in these terms will be construed as conferring any other license or right, expressly, by implication, by estoppel or otherwise, under any of our Intellectual Property Rights or under any third party’s Intellectual Property Rights. Any rights not expressly granted herein are reserved.

Except as indicated to the contrary elsewhere on an Inovalon Site, you may view, copy, retransmit and print the Content available on an Inovalon Site subject to the following conditions:

(a) the Content is used solely for personal, informational, or internal business purposes;

(b) the Content is not provided, sold, licensed or leased (nor is access provided to the Content) for any fee or other consideration;

(c) all copyright, trademark and other proprietary rights notices included in the Content as presented on this site appear on all copies;

(d) the Content is not modified or altered in any way;

(e) no graphics are used separately from accompanying text;

(f) the Content is not intentionally used to inform decisions regarding employment, contracting, or referral eligibility of providers within a participating organization; and

(g) the Content is not considered an endorsement or criticism of a health care provider’s overall performance.

You may also link or hyperlink to the home page of our Site from any Acceptable Site (as defined below), but only if:

(a) you do not frame the Sites or any portion of the Sites;

(b) you do not deep link into the Sites (i.e., you do not link into any page other than the Inovalon home page);

(c) the hyperlinks to the Sites are not used in a way that suggests that Inovalon endorses you or your website;

(d) the link to the Site is not used or presented in any way that disparages Inovalon or tarnishes, blurs or dilutes the quality of Inovalon’s names or trademarks or any associated goodwill; and

(e) the link to the Site is not displayed on any web page that displays objectionable content or links, including but not limited to, any content or information that: (i) is libelous or defamatory, pornographic, sexually explicit, unlawful or plagiarized; (ii) a reasonable person would consider harassing, abusive, threatening, harmful, profane, obscene, racially, ethnically or otherwise objectionable or offensive in any way; (iii) constitutes a breach of any person’s privacy or publicity rights, a misrepresentation of facts, hate speech or an infringement of any third party’s intellectual property or proprietary rights; or (iv) violates or encourages others to violate any applicable law.

In using Inovalon Sites and Platforms, you agree that you will not:

(a) delete, modify, hack or attempt to change or alter any of the Content on the Sites or Platforms;

(b) use any device, software or routine intended to damage or otherwise interfere with the proper functioning of the Sites, Platforms, servers or networks connected to the Sites or Platforms, or take any other action that interferes with other parties’ use of the Sites or Platforms;

(c) use any robot, spider or other automatic or manual device or process for the purpose of harvesting or compiling information on the Sites or Platforms for purposes other than for a generally available search engine;

(d) use any Inovalon names or marks without our prior written consent, including as metatags, search engine keywords, or hidden text;

(e) use any material or information, including images or photographs, which are made available through the Sites or Platforms in any manner that infringes any copyright, trademark, patent, trade secret or other proprietary right of any party; or

(f) upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another.

Customer of Inovalon may be granted access to Platform through a federated single sign-on service provided by Inovalon (“SSO Service”) or through a non-federated authentication service provided by Inovalon (“Authentication Service”).

Subject to the terms and conditions of these Terms of Use, for so long as you have an active federated account issued by an Inovalon customer for the SSO Service or an active non-federated account issued by Inovalon for the Authentication Service, Inovalon hereby grants you the limited, non-exclusive, non-transferable, non-sublicensable right to access and use a Platform solely for your internal business operations. You will be responsible for maintaining the security of your equipment and account access passwords, and will use reasonable efforts to prevent any unauthorized use of a Platform and immediately notify Inovalon in writing of any unauthorized use that comes to your attention. If there is unauthorized use by anyone who obtained access to a Platform directly or indirectly through you, you will take all steps reasonably necessary to terminate the unauthorized use. You will be responsible and liable for all activity conducted through your account. You will cooperate and assist with any actions taken by Inovalon to prevent or terminate unauthorized use of a Platform.

Inovalon reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, a Platform (or any part thereof) with or without notice. Inovalon shall not be liable to you or to any third party for any modification, suspension or discontinuance of a Platform.

When you create an account with Inovalon, you must provide Inovalon information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms of Use, which may result in immediate termination of your account to access a Platform.

You will not, and will not permit or authorize third parties to (a) rent, lease or otherwise permit third parties to access a Platform; (b) access the Platform to provide services to third parties (e.g., as a service bureau); (c) breach, circumvent, tamper with or disable any security or other technological features or measures of a Platform; (d) attempt to probe, scan or test the vulnerability of any systems related to a Platform, including penetration or load tests; or (e) attempt to discover the underlying structure, technology or algorithms of a Platform. You agree to use the Platforms in compliance with all other applicable laws.

You will not have any rights to the Platforms except as expressly granted in these Terms of Use. Inovalon reserves to itself all rights to the Platforms not expressly granted to you in accordance with these Terms of Use.

If you provide any feedback to Inovalon concerning the functionality and performance of the Platforms (including identifying potential errors and improvements), you hereby assign to Inovalon all right, title, and interest in and to the feedback, and Inovalon is free to use the feedback without payment or restriction.

You acknowledge and agree that Protected Health Information (“PHI”) may be accessed through the Platforms. You will fully comply with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and agree that any PHI available to you through the Platforms will only be used, accessed, or disclosed for a permitted purpose in accordance with HIPAA. You will be solely responsible to implement and maintain appropriate administrative, physical and technical safeguards to protect information accessed through the Platforms from unauthorized access, use or alteration. You are fully responsible for your compliance with HIPAA and will fully indemnify, defend, and hold harmless Inovalon from any action, claim, or liability arising out of a violation of HIPAA by you.

You are solely responsible for properly canceling your account. Your account may be revoked at any time and for any reason by Inovalon or by the Inovalon customer which issued your account.

Inovalon, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Platforms for any reason at any time, including your active or passive attempts at disrupting the Platforms or disrupting the use of the Platforms by others. Such termination of access to a Platform will result in the suspension or deletion of your account or your access to your account, and the forfeiture and relinquishment of all Information in your account. Inovalon reserves the right to refuse service to anyone for any reason at any time.

The terms and conditions in this Platform Access section will survive any termination or expiration of your accounts.

Inovalon provides connectors that interact with third party applications whose vendors Inovalon may or may not have a commercial or contractual relationship with. Inovalon continuously monitors the working condition of these connectors and is committed to resolving any issues that may arise from a vendor changing the login procedure of its application. You understand that Inovalon is not liable, nor can it be held responsible for any changes in third party applications and interoperability that can be broken temporarily or permanently. Furthermore, Inovalon has no commitments to ensuring the working condition of any custom connectors built by you.

The Platforms are controlled from its offices in the United States and operated from independent facilities in the United States. Inovalon makes no representations that the Platforms are appropriate or available for use in other locations. Those who access or use the Platforms from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Platforms are solely directed to individuals, companies, or other entities located in the U.S.

We have implemented commercially reasonable technical and organizational measures designed to secure your Information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your Information for improper purposes. You acknowledge that you provide your Information at your own risk.

Inovalon may change these terms from time to time. Please review these terms periodically for any updates or changes. Your continued use of our Sites and Platforms following the posting of any updates or changes to these terms constitutes your acceptance of such changes. If you object to any provision of these terms or any subsequent modifications to these terms, your only recourse is to immediately terminate use of the Sites and Platforms.

The Sites and Platforms are designed for informational purposes only. Inovalon does not provide medical diagnoses or recommendations about medical treatment, and does not recommend or endorse any products or information that may be contained in the Content for your particular circumstances. Inovalon encourages you to consult your healthcare provider with any questions or concerns you may have regarding your condition. THE CONTENT ON THE SITES AND PLATFORMS ARE NOT INTENDED IN ANY WAY TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. NEITHER THE CONTENT NOR ANY OTHER SERVICE OFFERED BY OR THROUGH THE SITES OR PLATFORMS IS INTENDED TO BE RELIED ON FOR MEDICAL DIAGNOSIS OR TREATMENT. NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE SITES OR PLATFORMS. IN AN EMERGENCY CALL 911 OR YOUR LOCAL EMERGENCY ASSISTANCE NUMBER.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SITES, PLATFORMS AND ALL CONTENT, MATERIALS, INFORMATION, PRODUCTS AND SERVICES PROVIDED ON THE SITES AND PLATFORMS, ARE PROVIDED ON AN “AS IS, WHERE IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. INOVALON EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. INOVALON MAKES NO WARRANTY, AND EXPRESSLY DISCLAIMS ANY OBLIGATION, THAT: (A) THE SITES OR PLATFORMS WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (B) THE CONTENT WILL BE UP-TO-DATE, COMPLETE, COMPREHENSIVE OR ACCURATE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITES, PLATFORMS OR ANY SERVICES OFFERED THROUGH THE SITES AND PLATFORMS WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITES OR PLATFORMS WILL MEET YOUR EXPECTATIONS; OR (E) THAT DEFECTS, IF ANY, WILL BE CORRECTED.

IN NO EVENT WILL INOVALON BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, INCREASED OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), ARISING FROM YOUR ACCESS TO OR INABILITY TO ACCESS, OR USE OF, THE SITES, PLATFORMS OR ANY SERVICES PROVIDED IN CONNECTION WITH THE SITES OR PLATFORMS, EVEN IF INOVALON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You agree to indemnify, defend and hold Inovalon, its affiliates, stockholders, directors, officers, co-branders, subsidiaries, parents, employees and agents, harmless from any claim, demand, liability, dispute, damage, cost, expense, or loss, including attorneys’ fees and costs of litigation, arising out of or in any way related to your use of or access to the Sites or Platforms, your use of the Content, including any use by your employees, your violation of these terms or your violation of any rights of another.

You agree that any claim or cause of action arising out of your use of this site or these terms must be filed within one year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, any failure by Inovalon to enforce or exercise any provision of these terms or related right shall not constitute a waiver of that right or provision.

You agree that any dispute arising out of or relating in any way to your use of the Sites or Platforms requires that such claim be resolved exclusively by confidential binding arbitration except that, to the extent you have in any manner violated or threatened to violate Intellectual Property Rights, Inovalon may seek injunctive or other appropriate relief. The arbitration shall be conducted before a neutral arbitrator in Annapolis, Maryland, U.S.A., in accordance with the rules of the American Arbitration Association (“AAA”), as then in effect. No claims of any other parties may be joined or otherwise combined in the arbitration proceeding. Unless otherwise expressly required by applicable law, each party will bear its own attorneys’ fees without regard to which party is deemed the prevailing party in the arbitration proceeding. Except for punitive and consequential damages (which may not be awarded), and subject to these terms, the arbitrator will be authorized to award either party any provisional or equitable remedy permitted by applicable law.

BECAUSE THE USE OF THE SITES OR PLATFORMS REQUIRES THE ARBITRATION OF ANY CLAIMS OR DISPUTES EXISTING BETWEEN THE PARTIES, NEITHER PARTY WILL HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR BEFORE A JUDGE OR JURY OR TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IF SUCH PARTY WENT TO COURT, INCLUDING THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL, MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION.

The award of the arbitrator may be enforced in any court having jurisdiction thereof. Each party hereby consents (a) to the non-exclusive jurisdiction of the courts of the State of Maryland or to any Federal Court located within the State of Maryland for any action (i) to compel arbitration, (ii) to enforce any award of the arbitrator, or (iii) at any time prior to the qualification and appointment of the arbitrator, for temporary, interim or provisional equitable remedies, and (b) to service of process in any such action by registered mail or any other means provided by law. Should this provision be deemed invalid or otherwise unenforceable for any reason, it shall be severed and the parties agree that exclusive jurisdiction and venue for any claims will be in state or federal courts in Annapolis, Maryland, U.S.A.

You acknowledge that you have read and understood these terms; and that the terms have the same force and effect as a signed agreement.

In the event that any provision of these terms is found invalid or unenforceable, it will be enforced to the extent permissible and the remainder of these terms will remain in full force and effect. Inovalon’s failure to act with respect to a breach by any visitor using the Sites or Platforms does not constitute a waiver of its right to act with respect to subsequent or similar breaches. These terms will be governed by and construed in accordance with the laws of the State of Maryland without regard to its choice of law provisions. In the event of any conflict between foreign laws, rules and regulations and those of the United States, the laws, rules and regulations of the United States will govern. These terms and the Privacy Policy in general as posted from time to time by Inovalon on the Inovalon.com site, and any modifications to the foregoing, constitute the entire agreement between the parties with regard to the subject matter in these terms and supersede all prior understandings and agreements, whether written or oral, as to such subject matter.

If you have any questions about these terms, the practices of Inovalon, or your dealings with this site, please contact us through the address below. You may also contact us to update your personal information by notifying us when you change your name or email address. Address:

Inovalon
4321 Collington Road
Bowie, Maryland 20716
U.S.A.
301-809-4000
info@inovalon.com

Update effective October 24, 2018.