These Terms govern access to and use of iTAV's Market Exit Tracker. By using the Service, you accept them on behalf of the organization you represent.
These Terms of Use ("Terms") govern access to and use of the Market Exit Tracker (the "Service"), provided by It Takes a Village Software and Services, Inc. ("iTAV"). By checking the acceptance box on the access request form or at enrollment in paid access, or by accessing or using the Service, you accept these Terms on behalf of the organization you represent ("Subscriber"). You represent that you are authorized to bind Subscriber. If you are not, or if Subscriber does not agree to these Terms, do not access or use the Service.
These Terms incorporate iTAV's Privacy Policy, available at https://itavss.com/privacy-policy/.
1.1 What the Service is. The Service is a monitoring and planning tool that identifies publicly reported exits and service-area reductions by health insurance carriers in the Medicare Advantage, Medicaid, and Affordable Care Act markets.
1.2 What the Data is. "Data" means the records the Service displays. Data consists of facts extracted automatically from publicly available reporting, including trade press, company announcements, and public filings, and compiled, organized, and presented by iTAV. Each record identifies the public source from which it was extracted. iTAV does not author the underlying reporting.
1.3 Dates and sources. Each record reflects the reporting as of the date shown on it. Carriers may revise or reverse plans after they are reported. If a record and its linked source differ, rely on the source.
1.4 Not professional advice. The Service and the Data are informational. They are not actuarial, legal, financial, or investment advice.
1.5 No protected health information. The Service does not collect, process, or display protected health information or information about individual members or patients. No business associate agreement is required for use of the Service.
Before relying on any record for a business decision, Subscriber will confirm it against the linked source and, where the decision warrants, directly with the carrier or the applicable regulator. Subscriber will not represent to any third party that a record has been confirmed by iTAV.
3.1 Eligibility. The Service is offered to health plans and to organizations serving health plans. iTAV reviews each access request and may grant or decline access in its discretion.
3.2 Authorized Users. Access is granted to Subscriber for use by its Authorized Users. An "Authorized User" is an employee or contractor of Subscriber who is authorized by Subscriber to use the Service on its behalf and whose account is associated with an email address at a domain owned or controlled by Subscriber.
3.3 Credentials. Each Authorized User's credentials are personal to that user and may not be shared. Subscriber is responsible for all activity under its Authorized Users' accounts and will notify iTAV promptly of any unauthorized use.
3.4 Free access period. Through December 31, 2026, iTAV offers the Service at no charge to Subscribers approved under Section 3.1. Free access ends on that date and does not convert to paid access; continued access requires enrollment in a paid subscription under Section 3.5, unless iTAV in its discretion extends free access to a Subscriber, in which case iTAV may end the extension on notice. These Terms apply in full during any free access period.
3.5 Paid subscriptions. Paid access begins when Subscriber completes enrollment and iTAV confirms it. Enrollment requires acceptance of these Terms. The fee, billing interval, payment terms, and refund terms are as stated at enrollment and form part of these Terms. The subscription renews automatically for successive terms unless Subscriber cancels before the renewal date through its account settings. iTAV may suspend access if a payment is not made when due, after notice to Subscriber.
4.1 License. Subject to these Terms, iTAV grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable license, for the duration of Subscriber's access, to use the Service and the Data solely for Subscriber's internal business operations.
4.2 Permitted use. Authorized Users may view, search, filter, and export Data within the Service's features, and may incorporate facts derived from the Data into Subscriber's analyses, reports, presentations, and planning documents for Subscriber's internal purposes and for audit and regulatory purposes.
4.3 Limited external use. Subscriber may cite individual facts derived from the Data in external communications, provided that (a) the citation is limited to specific facts and does not reproduce the Data in bulk or in any form from which the Data could be reconstructed; (b) the citation attributes the Market Exit Tracker as the source; and (c) the use does not compete with the Service.
4.4 Restrictions. Except as expressly permitted in this Section 4, Subscriber will not, and will not permit anyone to:
(a) sell, resell, license, sublicense, distribute, publish, or otherwise make the Service or the Data available to anyone other than Authorized Users;
(b) reproduce the Data in bulk, or store any substantial portion of the Data outside the Service other than in exports made through the Service's features for use under Section 4.2;
(c) use the Data to build or improve a product or service that competes with the Service;
(d) use the Data, or permit the Data to be used, to train or fine-tune any machine learning or artificial intelligence model;
(e) use the Data in any manner that would make it impossible to delete the Data from Subscriber's systems when Subscriber's access ends;
(f) access the Service by any automated means, including crawlers, scrapers, or scripts, or circumvent any access control, rate limit, or other restriction of the Service;
(g) reverse engineer, decompile, or attempt to derive the source code, algorithms, or underlying methods of the Service;
(h) remove or obscure any source attribution, copyright notice, or proprietary marking; or
(i) use the Service in violation of applicable law.
5.1 iTAV property. The Service, including its software, design, and the selection, compilation, and organization of the Data, and all associated intellectual property rights, are owned by iTAV and its licensors. Nothing in these Terms transfers any ownership interest to Subscriber. iTAV reserves all rights not expressly granted.
5.2 Third-party sources. The underlying reporting from which the Data is extracted belongs to its respective publishers. Nothing in these Terms grants any right in that reporting.
5.3 Feedback. If Subscriber provides suggestions or feedback about the Service, iTAV may use them without restriction or obligation to Subscriber.
5.4 Usage data. iTAV may collect and use information about how the Service is accessed and used, in aggregated or de-identified form, to operate, secure, and improve the Service.
iTAV may modify the Service, including its sources, features, and the scope of the Data, at any time. iTAV may correct, update, or remove records at any time without notice.
7.1 Term. These Terms apply from the date Subscriber first accepts them until Subscriber's access ends.
7.2 Ending access by Subscriber. Subscriber may stop using the Service at any time, may cancel a paid subscription as provided in Section 3.5, and may request account closure by contacting iTAV.
7.3 Suspension or termination by iTAV. iTAV may suspend or terminate access at any time if Subscriber breaches these Terms, if iTAV reasonably believes the Service is being misused, or if iTAV discontinues the Service. Where practicable, iTAV will give notice.
7.4 Effect. When Subscriber's access ends for any reason, all licenses end. Subscriber will cease using the Service and, on iTAV's request, delete the Data in its possession, other than facts already incorporated into materials under Sections 4.2 and 4.3, and confirm deletion in writing. Sections 2, 4.4, 5, 7.4, 8, 9, 10, 11, and 12, and the definitions they use, survive.
The Service and the Data are provided "AS IS" and "AS AVAILABLE." To the fullest extent permitted by law, iTAV disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Without limiting the foregoing, iTAV makes no warranty that the Data is accurate, complete, current, or reliable; that any carrier exit or reduction reported in the Data will occur or will occur as described; that the Service will be uninterrupted or error-free; or that the Service will meet Subscriber's requirements. No advice or information obtained from iTAV or through the Service creates any warranty not expressly stated in these Terms.
9.1 Exclusion of certain damages.
To the fullest extent permitted by law, iTAV will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, or data, arising out of or relating to these Terms or the Service, however caused and under any theory of liability, even if advised of the possibility of such damages.
9.2 Decisions made in reliance.
iTAV will not be liable for any decision made, or action taken or not taken, by Subscriber or any third party in reliance on the Service or the Data, including any bid, pricing, staffing, network, capacity, or enrollment decision.
9.3 Cap.
iTAV's total aggregate liability arising out of or relating to these Terms or the Service, whether in contract, tort, or otherwise, will not exceed the greater of (a) one hundred dollars ($100) or (b) the total fees paid by Subscriber to iTAV for the Service in the twelve months preceding the event giving rise to the claim. Multiple claims do not enlarge this limit.
9.4 Exceptions. The exclusions and limitations in this Section 9 do not apply to liability arising from iTAV's fraud or willful misconduct.
9.5 Basis of the bargain. The disclaimers and limitations in Sections 8 and 9 are fundamental elements of the basis of the bargain between Subscriber and iTAV. The Service would not be provided without them.
Subscriber will defend, indemnify, and hold harmless iTAV and its officers, directors, employees, and agents from and against any third-party claim, and any resulting damages, costs, and reasonable attorneys' fees, arising out of (a) use of the Service or the Data by Subscriber or its Authorized Users in breach of these Terms, or (b) any business decision made or action taken by Subscriber in reliance on the Data, other than a claim that a record was inaccurate.
These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Broward County, Florida, and each party consents to the jurisdiction of those courts.
12.1 Entire agreement. These Terms, together with the Privacy Policy, are the complete and exclusive agreement between Subscriber and iTAV regarding the Service. They supersede all prior or contemporaneous communications, representations, marketing materials, and agreements, written or oral, regarding the Service. No purchase order or other Subscriber document modifies these Terms.
12.2 Changes to these Terms. iTAV may revise these Terms. iTAV will post the revised Terms and, for material changes, will notify Subscriber by email to the address on file. Revised Terms take effect ten days after posting for free access and, for paid access, at the start of Subscriber's next renewal term, unless Subscriber accepts them earlier. Continued use after the effective date constitutes acceptance.
12.3 Notices. Notices to iTAV: 3150 SW 145th Avenue, Suite 401, Miramar, FL 33027 or info@itavss.com. Notices to Subscriber: the email address on file.
12.4 Assignment. Subscriber may not assign these Terms without iTAV's written consent. iTAV may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
12.5 Severability; waiver. If any provision is held unenforceable, the remainder remains in effect. Failure to enforce a provision is not a waiver of it.
12.6 Force majeure. iTAV is not liable for any failure or delay caused by events beyond its reasonable control.
12.7 Relationship. The parties are independent contractors. These Terms create no partnership, agency, or joint venture.
12.8 No third-party beneficiaries. These Terms confer no rights on any person other than Subscriber and iTAV, except that the persons indemnified under Section 10 may enforce it.
For notices or questions about these Terms, contact iTAV at info@itavss.com.
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