Last Updated 09/17/2024
These Terms of Use (“Terms”) apply to your use of any product, service, website, mobile application, or to the offering provided or made available to you by us (collectively, the “Products”) that is owned or operated by or on behalf of Change Healthcare Operations, LLC, or any of its affiliates from time to time (“Change Healthcare,” “we,” “us” or “our”), including Change Healthcare’s integrated patient payment solution SmartPay Plus made available through its business partner Salucro (“Salucro”). Notwithstanding any agreement (the “Employer’s Agreement”) between us and the company that employs or engages you (“Employer”), these Terms are solely between you (in your individual capacity and not as an employee or contractor of your employer) and us. By accessing or using any Product, and in consideration of your employment or engagement with Employer and Change Healthcare allowing you to access and use any Product to perform your obligations to Employer, you agree that you have read and understood and are bound by these Terms, which constitute a legally enforceable agreement between Change Healthcare and you. If you do not agree with any of these Terms, please do not access or use any Product. The Products are made available through Salucro, Change Healthcare’s business partner. Salucro’s Privacy Notice (available at salucro.com/restricted/privacy-chc/) (the “Privacy Notice”) describes their collection, use, and disclosure of information on our behalf in connection with the Products.
BY ACCESSING OR USING ANY PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU HAVE NO RIGHT TO ACCESS OR USE ANY PRODUCT.
BY CLICKING THE BUTTON MARKED “I AGREE” OR BY ACCESSING OR USING ANY PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU HAVE NO RIGHT TO ACCESS OR USE ANY PRODUCT.
IMPORTANT: PLEASE BE ADVISED THAT THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON CLAIMS AND LIABILITY THAT MAY BE APPLICABLE TO YOU. SPECIFICALLY, THESE TERMS CONTAIN PROVISIONS THAT SPECIFY THE ONLY WAY CLAIMS BETWEEN YOU AND CHANGE HEALTHCARE CAN BE BROUGHT, INCLUDING THE ARBITRATION AGREEMENT (SEE SECTION I BELOW). PLEASE REVIEW THE ARBITRATION AGREEMENT BELOW CAREFULLY, AS IT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH CHANGE HEALTHCARE ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION. BY ACCEPTING THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE PROVISIONS OF THESE TERMS AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
By accessing or using any Product, you hereby represent, warrant, and covenant that: (a) you are older than 18 years of age; (b) you are currently engaged as an employee or contractor of your Employer and are accessing and using the Product(s) solely on behalf of, and for the benefit of, your Employer; (c) your Employer has authorized your access and use of the Product(s) as an authorized user under rights obtained by Employer under the Employer’s Agreement; (d) you are accessing and using the Products from the United States; and (e) all information that you provide or confirm to Change Healthcare in connection with your access to or use of any Product is accurate and complete and that if, at any time, such information is not accurate and complete, you will not access or use any Product and will promptly take all necessary steps to correct the inaccurate or incomplete information.
You may only register for one account. You are not allowed to share your registration information or give your login information to anyone else. You are responsible for maintaining the confidentiality of your login information and you agree to accept responsibility for all activities that occur under your account. Change Healthcare is not liable for any loss or damages arising from your failure to maintain the confidentiality of any such login or password or information contained in your account. You agree that you will not provide any false or misleading information during the registration process. You have no right to transfer your account to any other individual in any manner. You must notify us immediately of any unauthorized access to or use of your account or any other breach of security that you become aware of. All information you provide when you register for an account on any Product is governed by the Privacy Notice, and we may take any action with respect to your information that is consistent with the Privacy Notice.
The term of these Terms commences when you use our Product(s) and will continue in effect until terminated. We reserve the right to refuse access to any Product or terminate any account for any reason, in our sole discretion without prior notice.
Upon termination: (i) all rights granted to you under these Terms will also terminate and (ii) you must cease all use of our Products. You agree that neither Change Healthcare, our clients, your Employer, nor our licensors shall be liable to you or any third party for any termination or modification of your use of the Products. Termination will not limit any of Change Healthcare’s, your Employer’s, or our client’s rights or remedies at law or in equity.
You acknowledge that: (a) your access to and use of the Product(s) is permitted solely pursuant to rights your Employer has procured under the Employer’s Agreement and, as such, you must access and use the Product(s) in compliance with the terms and conditions of the Employer’s Agreement; (b) you have separately agreed with your Employer, and you have obligations to your Employer under the law requiring, that your access to and use of the Product(s) will be in compliance with the Employer’s Agreement; (c) the Products and Content (as defined below) you access and use are subject to U.S. and international laws regarding intellectual property and proprietary rights, and your access to or use of any Product except as expressly permitted under these Terms and the Employer’s Agreement would entitle Change Healthcare to recover and obtain damages and other remedies from you under such laws; and (d) your confidentiality and non-disclosure obligations to your Employer require you to keep confidential and not disclose to any other party any Product, Content (as defined below), or other information of Change Healthcare you may learn of or discover during your access or use of the Products.
All right, title, and interest in and to the Products and their respective content, features and functionality, including, but not limited to, products, information, materials, text, graphics, photographs, illustrations, videos, displays, images, audio, music, button icons, data compilations, files, software and other works of authorship, the design, selection, arrangement and compilation of any of the foregoing (collectively "Content"), and all proprietary and intellectual property rights in or to any of the foregoing are owned and retained by Change Healthcare, our affiliates, our partners or our licensors and are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries. No right, title or interest in or to any Product is transferred to you, and all rights not expressly granted herein are reserved by Change Healthcare. The trademarks, logos, service marks and product marks displayed on any Product are the registered and unregistered marks of Change Healthcare, our affiliates or related companies, our partners, or our licensors, and are protected by U.S. and international trademark laws. Unauthorized use of any such mark is strictly prohibited, and you hereby agree (i) that all goodwill that arises in connection with your use of any such mark inures exclusively to Change Healthcare and (ii) not to challenge Change Healthcare’s ownership or control of any such mark. All other marks not owned by us, our affiliates or related companies, our partners or our licensors that appear on any Product are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
You agree that any and all feedback, suggestions, improvements, comments, and ideas you provide to us regarding any Product, Content, or other information or material provided by us (collectively, the “Feedback”) is exclusively owned by us. You assign to us all right, title, and interest in and to the Feedback.
Except as expressly permitted by Change Healthcare, you are expressly prohibited from copying, selling, assigning, licensing, renting, reproducing, distributing, modifying, disassembling, decompiling, reverse engineering, creating derivative works of, publicly displaying, publicly performing, marketing, downloading, storing, transmitting, disclosing, or otherwise exploiting any part of any Product or any Content. You shall not: (a) remove or alter any copyright, trademark or other proprietary rights notice on any Content or Product; (b) use any picture, photograph, illustration, QR code, video or audio sequence, or any graphic separately from the accompanying text; or (c) make any representation or warranty relating to any Product or Content. You may not permit or authorize any third party to access or use any Product or Content.
When accessing or using any Product, you agree not to: (a) disrupt, damage, interfere with, violate the security of, or attempt to gain unauthorized access to any Product, health records, or any computer network; (b) circumvent any technological measure implemented by Change Healthcare or any of our providers or any other third party (including another user of any Product) designed to protect any Product; (c) access or use any Product in any manner that could disable, overburden, damage or impair any Product or interfere with any other party’s use of a Product; (d) upload, transmit, distribute or run any computer virus, worm, Trojan horse, logic bomb, malware or any computer code or other material that could harm or alter a computer, portable device, computer network, communication network, data, any Product, or any other system, device or property; (e) use any software robots, spiders, crawlers, or other automatic device, process or means to access any Product for any purpose, including monitoring or copying any Content; (f) attempt, in any manner, to obtain the password, account, credentials, or other security or personal information from, or about, any other user, or jeopardize the security of your account or anyone else’s account (for example, by allowing another individual to access or use any Product as you); (g) impersonate or attempt to impersonate Change Healthcare, a Change Healthcare employee or contractor, another Product user or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); (h) access or use any Product fraudulently or 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); (i) engage in any other conduct that restricts or inhibits anyone’s access or use of any Product, or which, as determined by us, may harm us or any user of any Product or expose us or any such user to liability; or (j) otherwise attempt to interfere with the proper working of any Product.
The Product(s) may contain links to third-party websites, products and services, including the payment software and services provided by Salucro (“Third-Party Products”). Links to Third-Party Products are provided solely as a convenience to you. We have no control over such Third-Party Products, nor do we review, approve, monitor, endorse or make any representations or warranties with respect to such Third-Party Products; therefore, we are not responsible or liable to you or to any third party for any Third-Party Products or any materials, information, advertising, products, services, or other content on or available from such Third-Party Products. If you decide to access any Third-Party Products, you do so entirely at your own risk. You acknowledge 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 Third-Party Products.
You agree to indemnify and hold harmless Change Healthcare, its parents, affiliates and subsidiaries, and the respective agents, officers, directors, employees, information providers, licensors and licensees of each of the foregoing (collectively "Indemnified Parties") from and against any and all claims, liability, loss, damages, costs and expenses (including, without limitation attorneys' fees and other legal costs) that arise in connection with (a) your breach of these Terms or your agreement with or any other legal obligation to your Employer in connection with access to or use of any Product, (b) your negligence or willful misconduct, (c) your violation of any applicable law, rule or regulation, (d) any of your activities in connection with any Product or Content or (e) any of the content you submit pursuant to Section H below, including without limitation any allegation that such content infringes, misappropriates or otherwise violates the copyright, trademark, trade secret or other intellectual property, proprietary or other right of any third party. You agree to cooperate fully in Change Healthcare's defense of any such claim. You agree that Change Healthcare shall be entitled to select its own counsel, at your expense, to defend the Indemnified Parties in connection with any claim subject to indemnification by you. You agree that Change Healthcare, and not you, will have control over the defense of any such claim. You further agree that you will not in any event settle any matter involving Change Healthcare or any Indemnified Party, whether or not the settlement binds or is on behalf of Change Healthcare or any Indemnified Party, without the written consent of Change Healthcare.
YOUR ACCESS TO AND USE OF EACH PRODUCT IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT NO DATA TRANSMISSION OVER THE INTERNET CAN BE GUARANTEED TO BE 100% SECURE, AND WE DO NOT GUARANTEE THAT ANY INFORMATION YOU SUBMIT TO US WILL BE FREE FROM UNAUTHORIZED THIRD-PARTY INTRUSION. YOU UNDERSTAND AND AGREE THAT ALL INFORMATION YOU SUBMIT TO US IS SUBMITTED AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT CHANGE HEALTHCARE HAS OBLIGATIONS AND LIABILITY IN CONNECTION WITH THE PRODUCTS AND CONTENT ONLY TO YOUR EMPLOYER PURSUANT TO THE EMPLOYER’S AGREEMENT (AND NOT TO YOU) AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCTS AND ALL CONTENT ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS,” AND “AS AVAILABLE” WITH ALL FAULTS AND ERRORS. CHANGE HEALTHCARE AND OUR AGENTS, SUPPLIERS AND LICENSORS HEREBY EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND (INCLUDING WITH RESPECT TO EACH PRODUCT AND ALL CONTENT), WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, QUIET ENJOYMENT OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DISCLAIM ALL WARRANTIES, GUARANTEES AND REPRESENTATIONS WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY IN RESPECT OF ANY PRODUCT, INCLUDING BUT NOT LIMITED TO ANY CONTENT CONTAINED ON OR ACCESSED THROUGH ANY PRODUCT. CHANGE HEALTHCARE DOES NOT GUARANTEE THAT ANY PRODUCT WILL BE UNINTERRUPTED OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE OR OTHER SECURITY INTRUSION, AND CHANGE HEALTHCARE DISCLAIMS ANY LIABILITY RELATING TO ANY OF THE FOREGOING. CHANGE HEALTHCARE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF PRODUCTS OR SERVICES OFFERED, DISPLAYED, OR PURCHASED THROUGH ANY PRODUCT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH ANY PRODUCT SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. CHANGE HEALTHCARE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD- PARTY PRODUCT ADVERTISED, PROVIDED, OR LINKED THROUGH ANY PRODUCT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CHANGE HEALTHCARE, OUR AFFILIATES, OR ANY OF THE RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING BE LIABLE TO YOU, INCLUDING WITHOUT LIMITATION FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, PUNITIVE OR OTHER DAMAGES YOU OR OTHERS MAY SUFFER IN CONNECTION WITH ANY PRODUCT OR CONTENT OR THESE TERMS, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOST REVENUE, LOST PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, SERVICE INTERRUPTION, LOST DATA OR CONTENT, COMPUTER DAMAGE, COST OF SUBSTITUTE SERVICES, INABILITY TO ACCESS OR USE ANY PRODUCT OR CONTENT, OR PRIVACY LEAKAGE, OR DAMAGES FOR ANY OTHER LIABILITIES OR LOSSES CAUSED BY ANY PRODUCT OR ANY THIRD-PARTY PRODUCTS, ANY BREACH OF THESE TERMS, OR ANY ACT OR OMISSION BY US OR OUR PERSONNEL, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (WARRANTY, CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
YOU ACKNOWLEDGE THAT (A) OUR SOLE LIABILITY IS TO YOUR EMPLOYER UNDER THE EMPLOYER’S AGREEMENT AND (B) IF YOU SUFFER OR INCUR ANY DAMAGE OR LOSS OR BECOME SUBJECT TO ANY LIABILITY IN CONNECTION WITH ANY PRODUCT OR CONTENT, YOU MAY ONLY SEEK RECOVERY FOR SUCH DAMAGES, LOSSES AND LIABILITY FROM YOUR EMPLOYER (AND NOT FROM CHANGE HEALTHCARE).
There may be instances in which you upload or add content to a Product. If you upload or add any content to any Product, you represent that: (a) you own the content or you have the legal right to use and disclose such content; (b) use of such content by Change Healthcare will not breach any other person’s rights; and (c) you are solely responsible for such content and the consequences of publishing it. You also agree not to use any Product (including by uploading or adding content) in a way that: (i) is unlawful, threatening, bullying, violent, abusive, hateful, defamatory, slanderous, libelous, deceptive, fraudulent, tortious, indecent, vulgar, profane, obscene, or that we deem, in our sole discretion, to be inappropriate for any Product; (ii) victimizes, harasses, "stalks," degrades, attacks or intimidates an individual or group of individuals on any basis, including but not limited to religion, gender, sexual orientation, race, ethnicity, age or disability; (iii) intentionally spreads false information; (iv) uses any Product for sales, marketing, advertising, solicitation or any other commercial purpose; (v) uses any Product for the purpose of sexual conduct or an obscene act or uses any Product for the purpose of meeting or engaging in a sexual encounter with an unknown third party; (vi) infringes any patent, trademark, trade secret, copyright, or other intellectual property or other right of any other person; (vii) promotes any illegal activity or advocates, promotes, or assists any unlawful act; or (viii) transmits or contains (1) any computer virus or other disruptive, damaging or harmful file or program, or (2) any advertising or promotional material, including without limitation any “junk mail,” “chain letter,” “spam,” or any other solicitation.
By adding content to any Product, you agree that we have the right to use your content for any purpose and in any manner in connection with our business to the extent permitted by applicable law. However, any personal data or information in your content will be treated in accordance with the Privacy Notice. You represent and warrant that our permitted use or exploitation of your content does not and will not violate, misappropriate or infringe on the rights of any third party, including without limitation any privacy right, publicity right, copyright, trademark or other intellectual property right.
We may check and confirm the content added by any user to the extent permissible under applicable laws and regulations, including without limitation when it is necessary for us to confirm compliance with applicable laws and regulations or these Terms; we are not, however, obligated to conduct any such check.
If you upload any content that we consider to be offensive, harmful, inaccurate, unlawful or inappropriate or otherwise in breach any of these Terms, we may remove or alter such content or take any other reasonable action we decide is appropriate, as permitted by applicable law.
To the extent permitted by applicable law, we, pursuant to 17 U.S.C. Section 512, as amended by Title II of the Digital Millennium Copyright Act (the "Act"), reserve the right, but do not have an obligation, to terminate your access and use of any Product under the Employer’s Agreement if we determine, in our sole and absolute discretion, that you are involved in infringing activity, including any alleged act of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. We accommodate and do not interfere with standard technical measures used by copyright owners to protect their materials.
PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH CHANGE HEALTHCARE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION K OF SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.”
(1) Arbitration Agreement and Scope. By agreeing to the Terms, you agree that any dispute or claim arising from or relating in any way to (i) your access or use of any Product(s), (ii) these Terms and prior versions of these Terms, or the existence, breach, termination, enforcement, interpretation, scope, waiver, or validity of these Terms, or (iii) any aspect of your relationship or transactions with Change Healthcare as a user of its Product(s) (collectively, the “Disputes”), will be resolved by binding arbitration on an individual basis. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before this Agreement took effect, and it survives after your relationship with Change Healthcare ends.
The parties expressly waive the right to have any Dispute brought, heard, administered, resolved, or arbitrated as a class, collective, coordinated, consolidated, mass, and/or representative action, except as provided below, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any class, collective, coordinated, consolidated, mass, and/or representative action, or to award relief to anyone but the individual in arbitration. The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. The parties further agree that if for any reason a claim does not proceed in arbitration, this class action waiver shall remain in effect, and a court may not preside over any action joining, coordinating, or consolidating the claims of multiple individuals against Change Healthcare in a single proceeding. This class action waiver does not prevent you or Change Healthcare from participating in a classwide, collective, mass, and/or representative settlement of claims.
Notwithstanding the foregoing, the Arbitration Agreement shall not require arbitration of the following claims: (i) individual claims that can be brought in small claims court, so long as the matter remains in such court and advances only on an individual basis; and/or (ii) injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
(2) Informal Resolution. You and Change Healthcare agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and Change Healthcare therefore agree that, before either you or Change Healthcare demands arbitration against the other, you will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any Dispute. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim(s) must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which shall occur within sixty (60) days after the other party actually receives such notice, unless an extension is mutually agreed upon by the parties. To notify Change Healthcare that you intend to initiate an informal dispute resolution conference, please contact us by email at legalnotices@ChangeHealthcare.com, providing your name, the username and/or email address associated with your Change Healthcare account, and a description of your claim(s). In the interval between the receipt of such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claim(s). Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration, and the arbitrator shall dismiss any arbitration demand filed before completion of an informal dispute resolution conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
(3) Arbitration Rules and Forum. Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that the Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation, enforcement, and any proceedings pursuant to its terms. It is the intent of the parties to be bound by the provisions of the FAA for all purposes, including, but not limited to, interpretation, implementation, enforcement, and administration of this Arbitration Agreement, and the FAA and the applicable arbitration provider’s rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and applicable arbitration provider’s rules are found to not apply to any issue regarding the interpretation or enforcement of this Arbitration Agreement, then that issue shall be resolved under the laws of the state of Tennessee.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by Section I of these Terms. Before a party may begin an arbitration proceeding, that party must send written notice of an intent to initiate arbitration and certify completion of the informal dispute resolution conference pursuant to Section (2). A party trying to initiate an arbitration against Change Healthcare must send the written notice to Change Healthcare’s registered agent, which is currently CT Corporation System, 300 Montvue Road, Knoxville, Tennessee 37919, with an electronic version to legalnotices@ChangeHealthcare.com.
(4) Initiating Arbitration. A party who desires to initiate arbitration must provide the other party with a written demand for arbitration as specified in the AAA Rules. Although the AAA provides a general demand for arbitration, the parties agree to include in any demand for arbitration (i) the name, telephone number, mailing address, and email address of the party seeking arbitration; (ii) a statement of the legal claims being asserted and the factual bases of those claims; (iii) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy, enumerated in United States dollars (any request for injunctive relief or attorneys’ fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); and (iv) the signature of the party seeking arbitration. A party initiating an arbitration against Change Healthcare must serve the written demand for arbitration on Change Healthcare’s registered agent for service of process. In addition, a party initiating arbitration against Change Healthcare must send an electronic version of the demand for arbitration to AAA, and also must send an electronic version of the as-filed demand to legalnotices@ChangeHealthcare.com.
By signing the demand for arbitration, you and/or your counsel certify that to the best of your knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law for either party’s violation of this requirement.
(5) Small Claims Court. If a Dispute qualifies for small claims court but a party commences an arbitration proceeding, you and Change Healthcare agree that either party may elect instead to have the Dispute resolved in small claims court, provided it advances only on an individual (non-class, non-representative basis), and upon written notice of a party’s election, the AAA will administratively close the arbitration proceeding. Any dispute about whether a Dispute qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed until a decision by the small claims court that the Dispute should proceed in arbitration.
(6) Location and Procedure. Unless you and Change Healthcare otherwise agree, the arbitration will be conducted in the county where you reside. Your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. If at any time the arbitrator or AAA fails to enforce the terms of this Arbitration Agreement, either party may seek to enjoin the arbitration proceeding in court, and the arbitration proceeding shall automatically be stayed pending the outcome of that court proceeding.
(7) Administrative Conference. The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding. You and a Change Healthcare representative shall appear at the administrative conference via telephone or videoconference. If you initiated the arbitration and you fail to appear at the administrative conference, regardless of whether counsel representing you attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.
(8) Arbitrator’s Powers and Decision. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, scope, applicability, enforceability or formation of the Arbitration Agreement, including but not limited to any claim that all or any part of the Arbitration Agreement is void or voidable. The arbitrator is bound by this Arbitration Agreement. All disputes regarding the payment of arbitrator or arbitration-organization fees including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court. The arbitration also will decide the rights and liabilities, if any, of you and Change Healthcare.
You and Change Healthcare waive any constitutional and statutory rights to sue in court and receive a judge or a jury trial. You and Change Healthcare are instead electing to have claims and disputes resolved by arbitration, except as specified above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court of competent jurisdiction. To the extent the arbitrator awards declaratory or injunctive relief, it may do so only to the extent necessary to provide relief warranted by the individual claim. An arbitrator’s decision shall be final and binding on all parties. The arbitrator is not bound by decisions reached in separate arbitrations, and the arbitrator’s decision shall be binding only upon the parties to the arbitration that are the subject of the decision. The arbitrator shall award reasonable costs incurred in the arbitration to the prevailing party in accordance with the law(s) of the state in which arbitration is held.
(9) Fees. With the exception of the provisions governing payment of arbitration costs set forth in this Arbitration Agreement, your responsibility to pay any filing, administrative, and arbitrator fees will be solely as set forth in the AAA Rules.
(10) Mass Actions. The parties expressly waive the right to have any Dispute brought, heard, administered, resolved, or arbitrated as a mass action, and neither an arbitrator nor AAA or any other arbitration provider shall have any authority to hear, arbitrate, or administer any mass action or to award relief to anyone but the individual in arbitration—except as provided below in Section I(11). The parties agree that the definition of a “Mass Action” includes, but is not limited to, instances in which you or Change Healthcare are represented by a law firm or collection of law firms that has filed 100 or more arbitration demands of a substantially similar nature against the other party within 180 days of the arbitration demand filed on your or Change Healthcare’s behalf, and the law firm or collection of law firms seeks to simultaneously or collectively administer and/or arbitrate all the arbitration demands in the aggregate. Notwithstanding anything else in this Arbitration Agreement, this Mass Action Waiver does not prevent you or Change Healthcare from participating in a mass settlement of claims.
Notwithstanding any provision to the contrary in the AAA Rules, the arbitrator shall be empowered to determine whether the party bringing any claim is part of a Mass Action in violation of the Mass Action Waiver. Either party shall raise with the arbitrator or AAA such a dispute related to the Mass Action Waiver within thirty (30) days of the existence of a Mass Action arising. If such a dispute arises before an arbitrator has been appointed, the parties agree that (i) a panel of three arbitrators shall be appointed to resolve only disputes concerning whether the party bringing any claim has filed a Mass Action in violation of the Mass Action Waiver, and each party shall select one arbitrator from AAA’s roster to serve as a neutral arbitrator, and these arbitrators shall then appoint a third neutral arbitrator; (ii) Change Healthcare shall pay any administrative fees or costs incidental to the appointment of arbitrators under this provision, as well as any fees or costs that would not be incurred in a court proceeding, such as payment of the fees of the arbitrators, as well as room rental; (iii) the arbitrators shall issue a written decision with findings of fact and conclusions of law; and (iv) any arbitration proceedings or assessment of arbitration-related fees shall be stayed pending the arbitrators’ resolution of the existence of a Mass Action or any violation of the Mass Action Waiver. If the arbitrator or panel of arbitrators determines that there has been a violation of the Mass Action Waiver, the parties shall have the opportunity to opt out of arbitration within thirty (30) days of the arbitrator’s or panel of arbitrators’ decision. You may opt out of arbitration by providing written notice of your intention to opt out to AAA, to Change Healthcare at legalnotices@ChangeHealthcare.com, and to the extent Change Healthcare is represented by counsel in the proceeding, to that counsel as well. This written notice must be signed by you, and not any attorney, agent, or other representative of yours. Change Healthcare may opt out of arbitration by sending written notice of its intention to opt out to AAA and to you or your attorney, agent, or representative if you are represented. For the avoidance of doubt, the ability to opt out of arbitration described in this Section only applies if the arbitrator or panel of arbitrators determines that you have violated the Mass Action waiver. If the parties proceed with arbitration, the parties agree that arbitrations will be batched as provided in Section I(11) below.
(11) Batching. To increase efficiency of resolution, in the event neither party exercises its right to opt out set forth in Section K(10) above, and 100 or more similar arbitration demands against Change Healthcare presented by or with the assistance of the same law firm or collection of law firms are submitted in accordance with the rules described above within a 180-day period, the following procedures shall apply. First, at the request of either party, an arbitrator shall be selected in accordance with AAA Rules to serve as a special master to resolve threshold disputes regarding the arbitration demands submitted as part of the Mass Arbitration, including but not limited to (i) disputes regarding filing fees, (ii) disputes regarding whether demands violate the terms of this Arbitration Agreement, (iii) disputes regarding processing and administering of the arbitration demands, and (iv) disputes regarding legal or factual issues common to all the demands. Second, after proceedings before the special master have concluded, and to the extent any of the Mass Arbitration demands are allowed to proceed, the demands shall be grouped into batches of no more than 100 demands per batch (plus, to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands). Third, each batch of claims shall be treated as one proceeding, with one demand for arbitration, one appointed arbitrator, and one set of administrative documents and filing fees. Fourth, the parties agree to cooperate in good faith with AAA to implement such a batch approach to resolution and fees. Nothing in this provision shall be construed as limiting the right to object to the filing or presentation of multiple arbitration demands as violating this Arbitration Agreement.
(12) Severability and Survival. If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision shall be severed from these Terms; (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, mass, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, as set forth In Section Jbelow, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
(13) Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor Change Healthcare can force the other to arbitrate as a result of this Agreement. To opt out, you must notify Change Healthcare in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username and the email address associated with the Product, if applicable, and a clear statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to legalnotices@ChangeHealthcare.com. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you.
(14) Modification. Notwithstanding any provision in the Arbitration Agreement to the contrary, we agree that if Change Healthcare makes any future material change to this Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Change Healthcare.
You agree that these Terms shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to any conflict of laws principles that may provide for or result in the application of the law of another jurisdiction. You 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.
These Terms constitute the complete and exclusive understanding between you and Change Healthcare with respect to your access or use of any Product. Nothing contained in these Terms creates any agency, partnership, employment or other form of joint enterprise between you and Change Healthcare. Change Healthcare’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision or of any other rights or provisions in these Terms. If a court or tribunal finds that one or more rights or provisions set forth in these Terms are invalid, you agree that the remainder of the Terms will remain in full force and effect and that the invalid provision will be enforceable to the fullest extent permitted by law. We will amend or replace such provisions with ones that are valid and enforceable and which achieve, to the extent possible, our original objectives and intent as reflected in the original provisions.
Change Healthcare may change these Terms at any time by providing notice to you that the Terms have changed. If you do not agree to the Terms as amended, you may stop using the Product(s) and cancel your account. Your continued use of the Products(s) after the date the Terms are amended will constitute your acceptance of the amended Terms.
Change Healthcare may, from time to time in our sole discretion, develop and provide updates to our Products/portal, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify (or delete in their entirety) certain features and functionality of our Products. You agree that Change Healthcare has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
Legal notices given hereunder shall be served, in the case of Change Healthcare (except as stated in Section I above), to Optum at 11000 Optum Circle, Eden Prairie, MN 55344 Attn: Optum Insight General Counsel, or, in your case, to any contact information you choose to provide us. Notice to you shall be deemed given 24 hours after our communication to you is sent.
If you have any questions regarding these Terms, please contact us by email at legalnotices@ChangeHealthcare.com.