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You are applying for access to New Directions Behavioral Health ("New Directions") Internet applications and files on New Directions’ Extranet via the WebPass program. WebPass allows you to request authorizations, provide clinical information, and contact New Directions’ Provider Relations.

The New Directions WebPass program allows you to request authorizations, provide clinical information, and contact New Directions' Provider Relations. This is an Agreement between a WebPass user ("User") and New Directions Behavioral Health, LLC ("New Directions"). The following terms and conditions, together with any documents they expressly incorporate by reference, govern use of WebPass, including any content, functionality and services offered on or through WebPass.

By accessing and using WebPass in any way, you agree to be bound by the Terms of Use and Confidentiality Agreement ("Terms of Use"), and any document incorporated by reference, including New Directions’ Privacy Policy located at www.ndbh.com/Home/PrivacyPolicy.

WEBPASS USER ACCESS

Eligibility. By registering to use WebPass, User represents and warrants that User is (i) a Provider, Facility, User of Provider or Facility or Health Plan Customer; (ii) you have not been suspended or removed from WebPass; and (iii) you have the legal capacity to enter into these Terms of Use.

Registration and Access. Access to WebPass requires a User to register. You will be asked to provide information about yourself including your name, email address, TIN, and service address, as necessary. When accessing WebPass, you are entirely responsible for maintaining the confidentiality of your password and account and for any and all activities that occur under your account. At no time will you share your username or password with others, including others within your practice or place of business. You agree to immediately notify New Directions of any unauthorized use of your account or any breach of security of which you become aware. You may be held liable for losses incurred by New Directions or any other user of or visitor to WebPass due to the use of your username, password or account by another person or entity. You may not use anyone else’s username, password or account. New Directions cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. Access to the WebPass is granted at New Directions’ sole discretion and may be revoked at any time. New Directions reserves the right to terminate your access to WebPass in the event that you violate these Terms of Use, or for any reason whatsoever. Additionally, you agree to the following:

1. After 90 consecutive days of inactivity, you will be locked out of the WebPass system and will be required to go through the application process again to access WebPass.
2. Upon leaving the organization or practice with which you currently are associated, you will immediately stop using WebPass and immediately notify New Directions and your organization’s WebPass administrator of your departure.
3. You will immediately notify New Directions and your organization’s WebPass administrator upon any change in your status with your organization or practice that would affect your need to access WebPass.
4. If at any time you become aware that your Password has been compromised, or if someone else uses your information to log into WebPass, you will immediately notify New Directions and your organization’s WebPass administrator.
5. If you are a provider, if at any time your licensure status changes, a professional review activity is brought against you or your practice, or an entry is made in the National Practitioner Data Bank referencing you or your practice, you will immediately notify New Directions and your organization’s WebPass administrator.
6. If you have reason to believe that a third party attempted to inappropriately gain access to information via WebPass, you will immediately notify New Directions and your organization’s WebPass administrator. You will only use WebPass as intended and will not access information or submit requests for personal, non-business, reasons.
7. You will only use WebPass to access the minimum necessary amount of information needed to accomplish your business purpose.
8. It is your responsibility to maintain internet access and a web browser that supports JavaScript and Secured Sockets Layer communication. Please use the latest modern web browser such as Chrome or Microsoft Edge.
9. You will treat the information entered into WebPass and the information obtained from WebPass as highly confidential, and will maintain Protected Health Information ("PHI") according to the privacy and security standards set forth in the Health Information Portability and Accountability Act of 1996 and its implementing regulations, the HITECH Act, 42 C.F.R. Part 2, state law confidentiality provisions, and the confidentiality agreement below.
10. New Directions will take no responsibility for computer hardware or software owned by individuals, organizations, or entities other than New Directions who decide at their own risk to pursue business activities through the use of WebPass or any other method external to the properties of New Directions.
11. User agrees to not send or store infringing or unlawful material on New Directions extranet information through WebPass, violate the privacy of any third party or use WebPass to deceive, defraud, misrepresent, harass, abuse, threaten, or incite violence towards any individual or group.
12. Access to New Directions extranet information network is granted at New Directions’ sole discretion and may be revoked at any time. New Directions reserves the right to terminate your access in the event that you violate these Terms of Use, or for any reason whatsoever, including but not limited to harassment, inappropriate or unethical behavior.
13. New Directions is not responsible for any errors or delays in transmission that may occur prior to the receipt of the transmission by New Directions. Access to the extranet information network may be unavailable without notice at any time. New Directions is not liable for any damages that may result from such unavailability.

USER DATA

Any information that User uploads or transmits to New Directions through WebPass, whether by email, direct entry, submission, instant message or other communication channel, is deemed to be "User Data".

User represents and warrants that it has appropriate and applicable consents, permissions and authorizations to upload or transmit all User Data, including any User Data that constitutes personal data (as defined under applicable law). New Directions may store User Data in compliance with the New Directions Privacy Policy located at www.ndbh.com/Home/PrivacyPolicy

User grants to New Directions the worldwide, perpetual, irrevocable, royalty-free right and license to (i) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, redistribute, transmit, perform and display such User Data (in whole or part) worldwide and to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or for other purposes as outlined in the Privacy Policy; (ii) use any ideas, feedback, concepts, know-how, or techniques contained in any communication User sends to New Directions via WebPass or by any other means for any purpose whatsoever; and (iii) collect, store, access, distribute, sublicense, modify and use aggregate or deidentified data derived from User Data in connection with New Directions (and its affiliates) business operations, such as to improve WebPass and to improve its products and services. In all cases such right of use is subject to the New Directions Privacy Policy with respect to any User Data that constitutes personally identifiable information as defined by law.

The rights granted to New Directions under this Section shall survive termination or expiration of this Agreement.

CONFIDENTIALITY AGREEMENT

Nothing in this Terms of Use is intended to hinder the manner in which Protected Health Information is used within your practice, or in the administration of health care, provided such use complies with the Health Information Portability and Protection Act of 1996 ("HIPPA") and its implementing regulations, 42 C.F.R. Part 2, and all other state and federal laws that dictate how such information can and should be used.

1. Obligations of User. User shall directly comply with the 1) applicable requirements found in the Privacy Rule ("Standards for Privacy of Individually Identifiable Health Information found at 45 CFR Parts 160 and 164, Subparts A and E."), 2) the privacy provisions of HITECH, 3) the administrative, technical and physical safeguards, documentation requirements and policies and procedures of the Security Rule ("Security Standards and Implementation Specifications found at 45 CFR Parts 160 and 164, Subpart C") and 4) other privacy and security provisions or regulations required by law.
2. Permitted Uses and Disclosure. User may only create, acquire, collect, transmit, use, disclose or maintain to perform services as specified under the WebPass Terms of Use, provided that any use or disclosure would not violate the Privacy or Security Rule if disclosed by New Directions. User may also:
   1. Use PHI for the proper management and administration of User or to carry out the legal responsibilities of the User; and
   2. Disclose PHI for the proper management and administration of User or to carry out the legal responsibilities of the User if 1) The disclosure is required by law or 2) The User obtains reasonable assurances from the recipient of the PHI that the PHI disclosed will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the recipient and the recipient notifies the User of any instance of which it is aware in which the confidentiality of the information has been breached.
3. Restrictions on Permitted Uses and Disclosures. User may not create, acquire, use, disclose or maintain PHI received from or created on behalf of New Directions except as permitted by this Agreement or as required by law. User will ensure and will be fully responsible and liable for ensuring that the creation, acquisition, use, disclosure or maintenance of PHI by User is in a manner that is expressly set forth in this Agreement and that maintains the privacy and security of the information. User will limit all uses and disclosures of PHI to the minimum amount necessary to accomplish the intended purpose of the use or disclosure. User will be responsible for making sure any individual, employee, or entity with access to PHI is fully aware of the restrictions and obligations in this Agreement with respect to PHI.
4. Safeguards. User shall use appropriate safeguards, including but not limited to, policies, procedures, training and documentation requirements to prevent the unauthorized use or disclosure of New Directions’ PHI as required by the Security Rule and §13401 of HITECH. User shall maintain a comprehensive information privacy and security program that includes administrative, technical and physical safeguards appropriate to the size and complexity of the User’s operations and the nature and scope of its activities. User shall provide a copy of and evidence of such safeguards to New Directions upon request.
5. Notification of Breach. User shall provide written notice to New Directions of any use or disclosure of PHI not provided for by this Agreement and of any successful Security Incident of which it becomes aware and any additional follow-up documentation or information requested by New Directions. In the event an unauthorized use, disclosure or Security Incident constitutes a Breach of Unsecured Protected Health Information, User will report the Breach without unreasonable delay and in no case later than five (5) business days after the User’s discovery. The User shall be considered to have discovered an unauthorized acquisition, access, use, or disclosure of PHI, or successful Security Incident on the first day on which such Breach is known to User or should have been known to User after exercising reasonable diligence. User shall include in the written notice, at a minimum, the following:
   1. The identity of each individual whose Unsecured Protected Health Information has been, or is reasonably believed by the User to have been accessed, acquired, used or disclosed during the unauthorized use, disclosure or Security Incident;
   2. The name and address of the person or entity that received PHI from the unauthorized use, disclosure or Security Incident
   3. The date the unauthorized use, disclosure or Security Incident occurred;
   4. The date the unauthorized use, disclosure or Security Incident was discovered;
   5. The nature of the unauthorized acquisition, access, use, disclosure or Security Incident
   6. The type and description of PHI involved
   7. Who made the unauthorized use or disclosure and/or who received the unauthorized disclosure;
   8. Any Information necessary to enable New Directions to assess the risk of harm to those individuals whose information is involved in the unauthorized disclosure;
   9. The steps User has taken or will take to mitigate harm from the unauthorized acquisition, use or disclosure; and
   10. The corrective actions that User has taken or will take to prevent further unauthorized acts.

   User agrees to fully cooperate with or perform additional investigation and supplement the notice required under this Section with any new information that becomes available. Upon request, New Directions shall have access to any additional information to enable New Directions to meet its obligations with respect to an unauthorized acquisition, use, or disclosure of PHI or Security Incident.

6. Substance Use Disorder Information. User acknowledges that it may receive Substance Use Disorder PHI that is protected under 42 CFR Part 2. User agrees that to the extent such PHI is protected by 42 CFR Part 2, User will fully comply with the federal provisions. Notwithstanding, User will only use or disclose Substance Use Disorder PHI in compliance with the provisions in 42 CFR part 2 and applicable state law.

MODIFICATION, TERMINATION, SUSPENSION

New Directions may change, terminate, modify, suspend, disrupt, discontinue WebPass or any portion of the WebPass, or use of WebPass by any User at any time for any reason without prior notice to the User. User agrees and acknowledges that New Directions will not be liable for any of the aforementioned actions and/or for any losses and/or damages caused by the aforementioned actions. Decisions to terminate and/or prevent your use of the WebPass or any services provided through WebPass for any reason and for any period of time are at the sole discretion of New Directions. Upon termination of these Terms of Use, the license and rights granted hereunder shall terminate completely and User shall cease to use WebPass.

CHANGES TO WEBPASS

To improve WebPass and its usefulness, New Directions may add services or make changes to the existing services at any time without notice and makes no commitment to update the information contained herein. In such event, these Terms of Use shall apply to any and all new and modified services.

CONTENT

All text, data, trademarks, service marks, logos, and computer code (collectively "Content"), including but not limited to the design, structure, selection, coordination, expression, "look and feel," and the arrangement or layout of the Content, contained in WebPass or used in relation to WebPass is owned, controlled by, or licensed to New Directions, except as otherwise indicated. Any use of WebPass or Content is prohibited without the prior written consent of New Directions. Use or misuse of these trademarks, service marks or logos is expressly prohibited and may violate federal and state law. Please be advised that New Directions actively and aggressively enforces its intellectual property rights to the fullest extent of the law. You agree not to copy, reproduce, distribute, republish, download, display, post, or transmit in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, Content without the prior written consent of New Directions and/or the appropriate owner.

DISCLAIMER

Content and other information contained on WebPass has been prepared by New Directions as a convenience to its Users and is not intended to constitute advice or recommendations upon which a User may rely. New Directions has used reasonable efforts in collecting, preparing and providing quality information and material, but makes no warranty or guarantee about the timeliness, accuracy, completeness, or adequacy of the Content or other information contained in or linked to WebPass.

USE OF WEBPASS IS ENTIRELY AT YOUR OWN RISK. NEITHER NEW DIRECTIONS NOR ITS OWNERS OR AFFILIATES ARE RESPONSIBLE FOR THE CONSEQUENCES OF RELIANCE ON ANY INFORMATION CONTAINED IN OR SUBMITTED TO WEBPASS, AND THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEW DIRECTIONS SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR LOST PROFITS, WHICH MAY RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THESE MATERIALS NEW DIRECTIONS MAKES NO WARRANTY THAT THE CONTENT IS AVAILABLE, ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED.

LIMITATION OF LIABILITY

USER UNDERSTANDS AND AGREES THAT NEW DIRECTIONS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM USER’S USE OR INABILITY TO USE WEBPASS, OR CONTENT, OR STATEMENTS OR CONDUCT OF ANY THIRD PARTY, OR ANY OTHER MATTER RELATED TO WEBPASS, OR CONTENT. USER UNDERSTANDS AND AGREES THAT ITS USE OF WEBPASS IS PREDICATED UPON ITS WAIVER OF ANY RIGHT TO SUE NEW DIRECTIONS AND ITS AFFILIATES DIRECTLY OR TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF WEBPASS.

INDEMNIFICATION

To the fullest extent permitted by applicable law, User agrees to defend, indemnify, and hold harmless New Directions, its affiliates or their respective contractors, directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys fees and litigation expenses) relating to or arising from these Terms of Use, User’s use of WebPass, User’s fraud, violation of law, or willful misconduct, and any breach by User of these Terms of Use.

GENERAL PROVISIONS

Remedies. User acknowledges and agrees that any breach of this Agreement may cause injury to New Directions for which money damages would be an inadequate remedy and that, in addition to remedies at law, New Directions is entitled to equitable relief as a remedy for any such breach.

Modifications. New Directions reserves the right to change, modify, supplement or update these Terms of Use at any time without prior notice by posting the changes, modifications, supplements or updates on WebPass. User’s continued use of WebPass constitutes User’s acceptance of these changes, modifications, supplements or updates.

No Agency Relationship. No agency or partnership relationship is created by the Parties to this Agreement. User has no authority to bind New Directions or enter into any agreements or contracts on behalf of New Directions and shall not represent, either explicitly or implicitly, that User possesses any such authority.

Governing law and jurisdiction. These Terms of Use will be governed by and construed in accordance with the laws of the State of Missouri, without reference to its choice of law rules. By accessing, viewing, or using WebPass, you consent to the jurisdiction of the federal and state courts presiding in Kansas City, Missouri, and agree to accept service of process by mail and hereby waive any and all jurisdictional and venue defenses otherwise available. WebPass is controlled and operated by New Directions within the United States. New Directions makes no representation that materials Content and or links in WebPass are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own volition and are responsible for compliance with applicable local laws.

Waiver. The failure of a Party to enforce any rights granted under this Agreement or to take action against the other Parties in the event of breach shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

Severability. In the event that any provision of this Agreement shall be determined illegal or otherwise unenforceable, such provision shall be severed and the balance of this Agreement shall continue in full force and effect.

Entire agreement. This Agreement constitutes the entire agreement of the parties with respect its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, whether written or oral, with respect to such subject matter.