Change Healthcare App Registry Terms of Use


Effective Date: December 20, 2020

IMPORTANT – PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING THE APP REGISTRY.

Change Healthcare (“Change”, “we”, “us” or “our”) operates the Application Registry (the “App Registry”) as part of Change Healthcare Interoperability API Connector, to provide a marketplace for offering tools and technologies to the health care payer community and their beneficiaries (“Members”) and application developers (“App developers”) (collectively referred to as “Users”) . The Centers for Medicare & Medicaid Services (“CMS”) Interoperability and Patient Access requirements will give payers a new opportunity to connect with and interact with health care consumers. Our App Registry provides App developers the opportunity to attest to the industry accepted security and privacy standards that will give health care payers a level of assurance that the sensitive health information they are entrusted with will continue to be protected. App developer desires to use the App Registry to attest to the interoperability and data protection standards to which their app(s) were designed and adhere. Members desire to identify certain applications they would like Change Healthcare to include in the App Registry.

  1. Acceptance of Terms of Use

By accessing or joining the App Registry (including all content and functionality), User agrees to be bound by these Terms of Use (“Terms”). If User does not agree with any of these Terms, please do not access or use the Change App Registry. User’s use of the App Registry is also subject to our Privacy Policy. Please review this policy carefully so User understands what information we collect about User and User’s Company (as applicable), how we use it, how we secure it, and when we may share it. Although accessible by others, the App Registry is intended for access and use only in the U.S. by U.S. residents. Change may update or replace any of these Terms or Privacy Policy prospectively at any time and for any reason at Change’s sole discretion. Change will post the most current version of these Terms of Use and Privacy Policy on the App Registry’s website (the “Site”). Any changes to these Terms or the Privacy Policy will become effective when posted. By continuing to access or use the App Registry after the posting of such changes, User agrees to these Terms, as modified. If User disagrees with any changes, it should stop using the Services. We may, with or without prior notice, terminate any of the rights granted by these Terms without cause. User shall comply immediately with any termination or other notice, including, as applicable, by ceasing all use of the Site and Content.

  1. This Site is a general audience site

Change Healthcare does not intend that any portion of the App Registry will be accessed or used by children under the age of 13, and such use is prohibited. If User uses this Site, User affirms that it is at least 18 years of age, or possess legal parental or guardian consent, and is fully able and competent to enter into, and comply with, the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and our Privacy Notice. Please contact us at chiefprivacyofficer@ChangeHealthcare.com , if User believes a person under the age of 18 has provided us with personal information in connection with the Site.

  1. How to Join the App Registry and the Information We Collect

To use the App Registry, User first needs to sign up through the App Registry.

For App Developers: If an App Developer wishes to register more than one app in our App Registry, App Developer must complete an application for each of app separately. When signing up, App Developer is obligated to provide us with certain information about App Developer’s Company, such as the name, email address and phone number of an individual who is authorized to represent and bind such Company (e.g., the CEO), Company and App name, Company email addresses for support and contact, links to Company and App icons, links to Company website and App and links to the App’s Terms and Conditions and Privacy Policy. We also collect App Developer’s attestation regarding the security and privacy posture and standards used in the development and maintenance of the app, including the platforms that support the app, a short and long description of what the app does (also referred to as “User Provided Content”). Upon successful completion of the sign up process, we will provide App Developer with an account through which User may receive certain data from the Members that choose the registered App.

For Members: Member may also request inclusion of an application by providing the name of the App, App Developer Company Name, a link to App Developer’s application or website, Member’s name, and Member’s email address.

User is further responsible for ensuring that all information User provides on our Site is correct, current, and complete. User agrees that User will not provide any false or misleading information during the registration process. User has no right to transfer User’s account to any other individuals in any manner. If User is accessing and using the Site on someone else's behalf, User represents that User has the authority to bind that person as a principal to these Terms, and User agrees to accept liability for harm caused by any wrongful use of the Site resulting from such access or use. User must notify us immediately of any unauthorized access to or use of User’s user name or password or any other breach of security that User becomes aware of. All information User provides when User registers for an account on our Site is governed by our Privacy Notice, which is incorporated herein, and we may take any action with respect to User’s information that is consistent with our Privacy Notice. We reserve the right to refuse service or terminate accounts for any reason, in our sole discretion without prior notice.

  1. User’s use of the App Registry

User represents and warrant that the information User provides to us is accurate, up-to-date and complete. User is responsible to update the information User provides User acknowledges and agree that we are entitled at all times to verify the information provided to us and to remove or deny User’s use of the App Registry at any time for any or no reason.

By accessing or joining the App Registry, User further agrees that:

  • User will only use the App Registry to promote App(s) that are designed to promote the secure and authorized flow of data;
  • User will not upload or transmit any communications or content of any type that infringes or violates any rights of any party;
  • User will not use the App Registry to obtain access to personal information for any purpose that may violation of local, state, federal or international laws;
  • User will not use the App Registry as a means to distribute advertising or other unsolicited material to any third party;
  • User will not provide any User Provided Content is unlawful, obscene, defamatory, threatening, harassing, abusive, slanderous, hateful or embarrassing to any other person or entity as determined by us in our sole discretion;
  • User will not impersonate another person in User’s application to the App Registry;
  • User will not try to harm the App Registry or Change Healthcare by introducing infections or viruses, worms, Trojan horses or other code that contains contaminating or destructive properties or otherwise impair the proper operation of our systems or network in any way whatsoever.

We reserve the right to immediately terminate User’s use of the Services should Use fail to comply with any of the foregoing rules. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, our App Registry, with or without notice. User agrees that we will not be liable to User or any third party for any modification, suspension or discontinuation of the App Registry.

  1. Prohibited User of the Site

When using the Site and any Content therein, User agrees not to:

(i) Disrupt, damage, interfere with, violate the security of, or attempt to gain unauthorized access to, the Site or any computer network

(ii) Circumvent any technological measure implemented by Change Healthcare or any of our providers or any other third party (including another user of the Site) to protect the Site;

(iii) Use our Site in any manner that could disable, overburden, damage, or impair our Site or interfere with any other party’s use of our Site, including their ability to engage in real time activities through our Site;

(iv) Upload, transmit, distribute, or run any computer virus, worm, Trojan horse, logic bomb, or any computer code or other material that could harm or alter a computer, portable device, computer network, communication network, data, the Site, or any other system, device or property;

(v) Use any software robots, spiders, crawlers, or other automatic device, process or means to access our Site for any purpose, including monitoring or copying any content on our Site;

(vi) Transmit, or cause the sending of any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation;

(vii) Attempt, in any manner, to obtain the password, account, credentials, or other security information from any other user; or jeopardize the security of User’s account or anyone else’s account (for example, by allowing another individual to login to the Site with User’s credentials);

(viii) Impersonate or attempt to impersonate Change Healthcare, a Change Healthcare employee, another Site user or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);

(ix) Use our Site 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 United States or other countries);

(x) Send, knowingly receive, upload, download, use or re-use any Site content that does not comply with the standards and requirements set out in these Terms;

(xi) Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of our Site, or which, as determined by us, may harm us or users of our Site or expose them to liability; or

(xii) Otherwise attempt to interfere with the proper working of our Site.

  1. User-Provided Content

User represents and warrant that any User Provided Content posted or transmitted by User is original to User and does not copy the work of any third party or otherwise infringe any third party intellectual property rights, rights of privacy or publicity rights and does not contain any defamatory or disparaging statements. User acknowledges that the App Registry only serves as a passive conduit for User to offer User’s app(s) and to distribute the User Provided Content about User’s app(s) to our customers. Change is not responsible or liable to User or to any third party for the content or accuracy of the User Provided Content. Change reserves the right at all times, in our sole discretion, to screen User Provided Content and to edit, remove, delete, and/or refuse to accept any User Provided Content that in our judgment violates this Agreement or is otherwise unacceptable or inappropriate, whether for legal or other reasons.

Any and all User Provided Content will be treated as non-proprietary and non-confidential. By submitting any User Provided Content through the Site, User grants Change Healthcare and our business associates, and each of their and our respective licensees, successors and assigns a royalty-free, perpetual, irrevocable, world-wide, sub-licensable exclusive license to access, copy, modify, adapt, reproduce, redistribute, publish, create derivative works from, compile, arrange, display, disclose, or otherwise make use of User Provided Content in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, for any purpose and in any way without due compensation to User. Change Healthcare may sublicense its rights through multiple tiers of sublicenses. Change Healthcare does not waive any right to use similar ideas previously known to us or developed by us.

User agrees to indemnify and hold harmless Change, Change’s affiliates, and each of its and their respective directors, officers, managers, employees, shareholders, agents, representatives, licensors, successors and assigns from and against any and all losses, expenses, damages and costs, including reasonable attorneys’ fees, that arise out of any User Provided Content posted or transmitted through the App Registry by User or by others who chose User’s app.

  1. Links to Third Party Websites

The App Registry may contain links to third party websites ("Third Party Sites"). Links to other Third Party Sites are provided solely as a convenience to User. We have no control over such Third Party Sites, nor do we review, approve, monitor, endorse, or make any representations or warranties with respect to such Third Party Sites; therefore, we are not responsible or liable to User or to any party for any materials, information advertising, products, services, or other content on or available from such Third Party Sites. If User decides to access any Third Party Sites, User does this entirely at User’s own risk. User acknowledges and agree that Change Healthcare is not liable, either directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any such Third Party Sites.

  1. Linking to the Site and Social Media Features

Linking to the Site:

User may link to our App Registry landing page, only if User complies with the requirements for Linking to Change Healthcare’s Site. LINKING TO CHANGE HEALTHCARE'S SITE INDICATES THAT USER ACCEPTS THESE TERMS AND THAT USER WILL ABIDE BY THE REQUIREMENTS BELOW. IF USER DOES NOT ACCEPT THESE TERMS AND AGREE TO ABIDE BY THESE REQUIREMENTS, DO NOT LINK TO THIS SITE.

Requirements for Linking to our App Registry’s Site:

User may link to our App Registry landing page provided that User:

i. Does so in a way that is fair, legal, and does not damage our reputation or take advantage of it, or show Change Healthcare in a negative light.

ii. Does not establish a link in any way that suggests any form of association, approval or endorsement on our part without our express written consent.

iii. Does not use the Change Healthcare logo or any of Change Healthcare registered and unregistered trademarks and service marks without the express prior written consent of Change Healthcare.

iv. Does not present false, misleading or inaccurate information regarding Change Healthcare or Change Healthcare's products or services.

v. Cause our Site or any portion of it to be displayed, or appear to be displayed on any other site, for example by framing or in-line linking, or otherwise create a browser or border environment around our Site or our Content.

vi. Links to any part of the Site other than the landing page, for example by deep linking.

vii. Does not establish a link from any website containing content that could be construed as illegal, distasteful, offensive, controversial, or otherwise not suitable for all age groups.

viii. Does not otherwise take any action with respect to the Site or the Content available on or though this Site that is inconsistent with these Terms or that violates applicable laws.

  1. Intellectual Property Ownership

Change alone owns all right, title and interest, including all intellectual property rights, in the App Registry and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by User or any other party relating to the App Registry. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of or created from the App Registry shall be owned solely and exclusively by Change. User shall not remove or authorize or permit any third party to remove any proprietary rights legend from the App Registry.

This Agreement does not constitute a sale and does not convey to User any rights of ownership in or related to the App Registry, or any intellectual property rights owned by Change. Change’s name, logo and the product names and logos associated with the App Registry are trademarks of Change and no right of license is granted to use them.

Some materials on the App Registry are copyrighted by us and/or other applicable rights holders. User may download and reprint a single copy of the materials from the App Registry for User’s own personal, noncommercial use only, provided that User keeps intact all credits and copyrights and other proprietary notices. Any other use of the materials is strictly prohibited without our prior written permission and the permission of the applicable rights holder(s).

  1. Disclaimer of Warranties

THE SERVICES AND ANY INFORMATION CONTAINED ON OR PROVIDED THROUGH THE APP REGISTRY ARE PROVIDED ON AN “AS IS” BASIS. ANY ACCESS TO OR USE OF THE APP REGISTRY IS VOLUNTARY. WE WILL REGARD ALL ACCESS OR USE AS VOLUNTARY AND AT THE SOLE RISK OF THE USER.

The App Registry is only designed to enable App Developers to attest to the security and privacy standards and posture User has adopted for registered app(s), and is no guarantee to an individual or entity using the app that their personal information is adequately protected or otherwise will not be compromised. Change Healthcare does not endorse any registered apps, and joining the App Registry is in no manner a guarantee that any of Change Healthcare customers will choose to use a registered App.

Change does not control, supply, endorse, warrant or guarantee any information, products, or services supplied by any of the App Developers that join and offer their Apps through Change’s App Registry.

WE DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE APPLICATIONS THAT ARE BEING OFFERED THROUGH THE APP REGISTRY, OR WITH RESPECT TO ANY INFORMATION, PRODUCT, SERVICE, MERCHANDISE OR OTHER MATERIAL PROVIDED ON OR THROUGH THE USE OF THE APPLICATIONS. WE MAKE NO WARRANTY OR GUARANTEE THAT THE APP REGISTRY WILL RESULT IN ANY USE OF USER’S APPLICATION. THE SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE APP REGISTRY IS TO STOP PUBLICIZING USER’S APP(S) IN OUR APP REGISTRY.

  1. Indemnification

User agrees to indemnify, defend and hold Change Healthcare and all of its parents, affiliates or subsidiaries, agents, officers, directors, employees, information providers, licensors and licensees (collectively "Indemnified Parties") harmless from and against any and all liability and costs (including, without limitation attorneys' fees and costs), incurred by the Indemnified Parties in connection with User’s use of the Site and Content or any claim in connection with or resulting from any breach by User of these Terms. User agrees to cooperate fully in Change Healthcare's defense of any such claim. User agrees that Change Healthcare shall be entitled to select its own counsel, at User’s expense, to defend it in connection with any claim subject to indemnification by User. User agrees that Change Healthcare, and not User, will have control over the defense of any such claim. User further agree that User will not in any event settle any matter involving Change Healthcare, whether or not the settlement binds or is on behalf of Change Healthcare, without the written consent of Change Healthcare.

  1. Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL CHANGE BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, OR THE USE OF, OR THE INABILITY TO USE, THE APP REGISTRY, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION OR DATA OR INFORMATION MADE AVAILABLE THROUGH THE APP REGISTRY. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN THE MAXIMUM LIABILITY OF CHANGE FOR ALL CLAIMS OF EVERY KIND ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATION OF LIABILITY OF CHANGE WILL COVER, WITHOUT LIMITATION, ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA, AND ANY OTHER INJURY, ARISING FROM THE USE OF THE APP REGISTRY.

  1. Digital Millennium Copyright Act Policy

Change Healthcare respects the intellectual property rights of others. If User believes in good faith that materials appearing on this Web site infringe User’s copyright, User (or User’s agent) may send us a notice requesting that the material be removed, or access to it blocked. In addition, if User believes in good faith that a notice of copyright infringement has been wrongly filed against User, the DMCA permits User to send us a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. One place to find more information is the U.S. Copyright Office Web site, currently located at http://www.loc.gov/copyright.

If User believes that User’s work has been copied, posted, stored, or otherwise transmitted using the Site in a way that constitutes copyright infringement, please provide the following information pursuant to the DMCA to the designated agent listed below:

  • an electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed;
  • a clear and complete description of the copyrighted work that User claims has been infringed; a clear and complete description of the material on the Site that User claims to be infringing and a sufficient description of where the material can be located to enable Change Healthcare to find and remove it;
  • sufficient information to contact User, such as User’s address, telephone number, and email address;
  • a statement by User that User has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • a statement by User, made under penalty of perjury, that the information in User’s notification is accurate and that User is the owner, or an agent authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.

The designated agent for claims of copyright infringement may be reached at:

e-mail Address: CopyrightRequests@changehealthcare.com

Postal Address:

Change Healthcare
Attn: Intellectual Property Counsel
5995 Windward Parkway
Alpharetta, GA 30005

Please reference: “DMCA Copyright Takedown” in User’s correspondence.

  1. Miscellaneous

This Agreement constitutes the entire agreement between Change and App Developer with respect to the subject matter contained in this Agreement and supersede all previous and contemporaneous agreements, proposals and communications, written or oral, related to that subject matter.

This Agreement includes representations unique to User’s App(s) and may not assign it to anyone. If any provision in these Terms of Use is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. Nothing contained in these Terms creates any agency, partnership, or other form of joint enterprise between User and Change Healthcare. These Terms of Use is not intended to benefit any third party, and do not create any third party beneficiaries. Accordingly, these Terms of Use may only be invoked or enforced by User or us. User agrees that regardless of any statute or law to the contrary, any claim or cause of action that User may have arising out of or related to use of the Services or this Agreement must be filed by User within one year after such claim or cause of action arose or be forever barred. Any and all provisions of this Agreement that would reasonably be expected to be performed after the termination or expiration of this Agreement shall survive and be enforceable after such termination or expiration including, without limitation, provisions relating to ownership, indemnification, limitation of liability and governing law. No waiver by the Change of any term or condition set forth in these Terms & Conditions 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 the Company to assert a right or provision under these Terms & Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms & Conditions 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 & Conditions will continue in full force and effect.

  1. Governing Law

User agrees that any cause of action or claim that User may have relating to this Site must be made or instituted within one year of when the cause of action or claim accrued. User expressly agrees that the Terms and any dispute, claim, action, cause of action, issue, or request for relief between User and Change Healthcare arising out of or relating to these Terms, User’s visit to our Site, or to products or services obtained on or through the Web Site (collectively “Disputes”) will be governed by and construed in accordance with the laws of the State of Tennessee, U.S.A., without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. User and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Nashville, Tennessee for all Disputes that are heard in court, including any Dispute involving Change Healthcare or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers, and content providers.

  1. Contact Us

If User has any questions or comments about these Terms & Conditions, the Application, or the Services, please contact us at chiefprivacyofficer@ChangeHealthcare.com .

AGREEMENT TO THE TERMS OF USE FOR JOINING THE APP REGISTRY

User understands that by clicking on the “Submit” button for these Terms of Use User is agreeing to these Terms of Use, the App Registry Privacy Policy and any other forms or documents posted on the App Registry website, and that such action constitutes User’s signature.

I ACKNOWLEDGE THAT I HAVE READ THESE TERMS OF USE, I AM SATISFIED THAT I UNDERSTAND AND I AGREE TO ALL OF THE PROVISIONS CONTAINED HEREIN.