CLIENT PORTAL Company Health Plan Hospital Resources Members & Patients Contact Terms Of Use For more information or if you have any questions about these terms of use, please contact us here. 1. Acceptance of Terms of Use The following is an agreement (“Agreement”) between you and Centauri Health Solutions, Inc., a Delaware corporation (“Centauri”). By accessing, browsing, and using the Centauri website (the “Site”), you acknowledge that you have read, have understood, and agree to be bound by this Agreement and to comply with all applicable laws and regulations. If you do not agree to these terms, do not use the Site. From time to time, we may modify this Agreement and post those modifications to the Site. Your use of the Site after any such modification constitutes your acceptance of the modified Agreement. The material provided through our Site is protected by law, including, but not limited to, United States copyright law and international treaties. The Site are controlled and operated by Centauri from its offices within the United States. Centauri makes no representation that materials on the Site 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 the Site from other locations do so on their own initiative and are responsible for compliance with all applicable local laws. 2. Ownership and Proprietary Information The content and information on Centauri (“Centauri Content”) is proprietary to Centauri or its licensors, suppliers, publishers, rights holders, or other content providers (collectively, and individually, “Centauri Content Providers”). You agree not to modify, copy, distribute, transmit, share, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any Centauri Content obtained from or through Centauri. 3. Use Restrictions and Intellectual Property The Site contains proprietary and copyright-protected information. Any unauthorized use of any Centauri Content contained on the Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content in whole or in part. You will not upload, post or otherwise make available on the Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. You will indemnify Centauri for any claims by third parties of infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission of material by you. The Centauri Content and Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without express written consent of Centauri. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Centauri without express written consent. You may not use any meta tags or any other “hidden text” utilizing Centauri’s name or trademarks without the express written consent of Centauri. You may not misuse the Site. You may use the Site only as permitted by law. 4. Changes Information on the Site may be changed or updated without notice. Centauri may also make improvements and/or changes in the products and services described in this information at any time without notice. 5. Availability Information that Centauri publishes on the Site may contain references or cross references to products, programs and services that are not announced or available in your country. Such references do not imply that Centauri intends to announce such products, programs or services in your country. Consult Centauri for information regarding the products, programs and services which may be available to you. 6. Disclaimer of warranties INFORMATION ON THE SITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. ALL INFORMATION IS PROVIDED BY CENTAURI ON AN “AS IS” BASIS ONLY. CENTAURI PROVIDES NO REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. USE OF THE SERVICES IS SOLELY AT YOUR RISK. CENTAURI MAKES NO WARRANTY THAT (i) THE SITE WILL MEET YOUR REQUIREMENTS; (ii) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE; AND (iv) THE QUALITY OF ANY PRODUCTS, INFORMATION, OR OTHER SERVICES PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS. CENTAURI EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SITE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE, OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SITE, RELATED SERVICES, OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. CENTAURI IS NOT RESPONSIBLE FOR ANY INFORMATION NOT PROVIDED ON THE SITE. CENTAURI DOES NOT GUARANTEE, IMPLICITLY OR EXPLICITLY, ANY RESULTS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CENTAURI OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE AND USE. 7. Limitation of Liability YOU EXPRESSLY UNDERSTAND AND AGREE THAT CENTAURI SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF CENTAURI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICE PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (v) ANY OTHER MATTER RELATING TO THE SITE. YOU ALSO AGREE THAT CENTAURI WILL NOT BE LIABLE FOR ANY INTERRUPTION OF BUSINESS, ACCESS DELAYS, OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITE(S) YOU ACCESS THROUGH THE SITE, DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION, AND EVENTS BEYOND CENTAURI’S REASONABLE CONTROL. IN NO EVENT SHALL CENTAURI BE FINANCIALLY LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. 8. Governing law and dispute resolution This Agreement and performance hereunder shall be governed by, and construed in accordance with, the laws of the state of Arizona (without giving effect to its conflict of laws principles). The parties agree to submit any claim, dispute, or disagreement to mediation before a mutually-agreeable mediator prior any other form of dispute resolution. All mediation or any other form of dispute resolution shall take place in Phoenix, Arizona and the parties irrevocably waive any objection to such venue. 9. Transmissions Any material, information, or idea you transmit to or post on the Site by any means will be treated as non-confidential and non-proprietary, and may be disseminated or used by Centauri or its affiliates for any purpose whatsoever, including, but not limited to, developing and marketing its products. Notwithstanding the foregoing, all personal data provided to Centauri will be handled in accordance with Centauri’s Privacy Policy, available at [INSERT HYPERLINK]. You are prohibited from posting or transmitting to or from the Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under the law. 10. End User Communications Centauri, at any time now or in the future, may allow you and other end users to use the Site to express opinions and communicate through comments on products, or other communication facilities that may be offered on or through the Site from time to time (collectively “Communities”). In the event of the existence of such Communities, Centauri shall have the right, but not the obligation, to monitor the content within the Communities at any time, for any reason, including to determine compliance with this Agreement and any operating rules established by Centauri, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, Centauri shall also have the right, but not the obligation, to remove any material from the Communities that Centauri, in its sole discretion, finds to be in violation of this Agreement or otherwise objectionable. Any opinions, advice, ratings, discussions, comments, or other messages or postings of any kind made by you or any other end user to the Communities are those of the respective author(s) or distributor(s) and not of Centauri. By way of example, you shall not take any action or upload, download, post, or submit any communication through Centauri, which: (i) infringes on the intellectual property rights of any third party; (ii) you know is false, misleading, untruthful, or inaccurate; (iii) is unlawful, threatening, abusive, harassment, defamatory, obscene, vulgar, offensive, profane, or otherwise inappropriate as determined by Centauri in its sole discretion; (iv) constitutes unauthorized advertising or spamming, or otherwise involves commercial activities without the consent of Centauri; (v) contains software viruses, spamming, manual or automated devices to “crawl” the Site, or any other computer files that disrupt the Site; (vi) impersonates any person or entity; (vii) violates Centauri’s Privacy Policy or otherwise takes any action in violation of Centauri’s guidelines and policies. By posting any materials or other information on or through the Communities, you grant Centauri a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display such materials or other information alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sublicense such rights. The Site may contain links maintained by other third parties. These links are provided solely as a convenience to you and not because we endorse or have an opinion about the contents. We expressly disclaim any representations regarding the content or accuracy of materials or the privacy practices related to such third parties. 11. Digital Millennium Copyright Act (“DMCA”) Notice. In the event materials are made available to this Site by third parties not within our control, we are under no obligation to, and do not, scan such content for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on the Site. If you believe any materials on the Site infringe a copyright, you should provide us with written notice that at a minimum contains: A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; A statement that the complaining party 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 that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. All DMCA notices should be sent to our designated agent as follows: Garland Brown Weiss Brown 6263 North Scottsdale Road, Suite 340 Scottsdale, AZ 85250 It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others. Centauri Health Solutions is a healthcare technology and services company – powered by analytics. We are charting a new path in healthcare with power to solve and passion to serve. 888.447.8908 LinkedIn, opens new tab Facebook, opens new tab Twitter, opens new tab Instagram, opens new tab Centauri Sphere Quarterly Newsletter Signup We’d like to share our latest product and services news with you. First Name* Last Name* Company Name* Company Email* HEDIS® is a registered trademark of the National Committee for Quality Assurance (NCQA). © 2019-2021 Centauri Health Solutions, Inc. All rights reserved. Website Design by Widely Interactive. PRIVACY TERMS OF USE DO NOT SELL MY PERSONAL INFORMATION