Terms and Conditions


RESS, INC.
STANDARD TERMS AND CONDITIONS APPLICABLE TO USERS OF THE MEDICAID ELIGIBILITY LOOKUP SERVICE WEB APPLICATION AND/OR THE MEDICAID MANAGED CARE PERMANENT PLACEMENT NOTIFICATION SERVICE WEB APPLICATION

As in Effect on June 27, 2016


These Standard Terms and Conditions form a part of the Services Agreement for the Eligibility Lookup Service and/or the Managed Care Permanent Placement Notification Service between RESS and Client (the “Services Agreement”). Capitalized terms used in these Standard Terms and Conditions that are defined in the Services Agreement have the meanings provided in the Services Agreement, including the terms RESS, Client, and Terms and Conditions. As used in the Services Agreement and these Terms and Conditions, the term “this Agreement” means the Services Agreement together with these Terms and Conditions (as the same may be amended as provided in these Terms and Conditions).

1. Account Access. Client may use the Account for purposes of accessing the Web Application for Client’s personal use during the Term (as defined in the Services Agreement) and subject to payment of the Usage Fees. Client shall not permit other persons to access the Account or use the Web Application other than for the personal benefit of Client. Client covenants and agrees to use the Web Application, and any reports or other information received through Client’s use of the Web Application, only for permissible purposes in accordance with applicable law, including HIPAA.

2. Services.
2.1 Eligibility Lookup. To use the eligibility lookup service through the Web Application, Client will be required to upload an XML or CSV file containing the information and in a format as specified in the Web Application. Upon successful upload of such file, the list will be checked against the New York State database for Medicaid eligibility and results returned to Client as promptly as reasonably possible. An email notification will be sent to Client when the results are available in the Web Application.
2.2 Permanent Placement Notification. To use the permanent placement notification service through the Web Application, Client will be required to open a PDF file of the MAP-2159i Notice of Permanent Placement form, enter in data fields as needed, electronically sign the form, and use the upload feature in the form to return the form to the Web Application. The system will facilitate communications between the managed care plan and the nursing home so the completed form can be added to a nursing home Medicaid application. Email notifications will be sent to Client when forms are available for processing.

3. Fees. Payment of the Usage Fees are subject to the following:
3.1 Taxes. Client shall pay any and all amounts due as taxes with respect to Client’s use of the Web Application, including sales, service, property, use, value-added or other local taxes.
3.2 Late Payment. If Client’s form of payment is not honored, or Client otherwise becomes delinquent in payment, RESS may, among other remedies, suspend the Account or terminate this Agreement without notice. Suspension or termination in accordance with the prior sentence does not relieve Client of its obligation to pay all Usage Fees or other amounts that might be due pursuant to this Agreement. Any amount not paid within five (5) days of its due date shall bear interest at the rate of 1.5% per month or the maximum amount permitted by applicable law, whichever is less, from the date originally due until the date actually paid in good funds.

4. Confidentiality. RESS and its employees, agents and subcontractors agree to maintain the confidentiality of Client data received in the course of providing the services in Sections 2.1 and 2.2 (the “Client Data”) and other Client information disclosed to RESS for purposes of the Services Agreement in accordance with applicable federal, state and local laws and regulations, including HIPAA. RESS and Client shall enter into the Business Associate Agreement in the form provided at https://resonlinesystems.com/meds/docs/meds_baa.pdf, and such Business Associate Agreement shall be deemed a part of the Services Agreement.

5. Force Majeure. If the performance of any of RESS’s obligations under any this Agreement is prevented, restricted, delayed, or interfered with by reason of any cause beyond RESS’s reasonable control, then RESS shall be excused from such performance to the extent of such prevention, restriction, delay, or interference. Causes beyond RESS’s reasonable control include, without limitation, (1) acts of God, governmental action, flood, fire, arson, or civil disturbance, (2) problems with any third party hardware or software, any hardware or software provided by Client, any telecommunications devices or connections, or anything for which Client is responsible, (3) any acts or omissions of Client or Client’s employees, subcontractors, or agents, or (4) any failure of any supplier.

6. Negation of Representations and Warranties.
6.1 “AS-IS. ”ACCESS TO THE WEB APPLICATION THOUGH THE ACCOUNT IS PROVIDED ON AN “AS-IS” BASIS, AND EXCEPT AS EXPRESSLY SET FORTH HEREIN THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. CLIENT SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE, EFFICIENCY AND SUITABILITY OF WEB APPLICATION, AND RESS SHALL HAVE NO LIABILITY THEREFOR.
6.2 Service Interruptions. Planned maintenance and unexpected service interruptions are unavoidable, and RESS makes no representation or warranty that the Web Application or its ability to access the New York State database for Medicaid eligibility will be operational at any particular time. RESS will use commercially reasonable efforts to (1) post advance notice of planned maintenance on its home page and (2) address service interruptions in the Web Application promptly after becoming aware of them. RESS has no control over, or responsibility for, the availability New York State database for Medicaid eligibility.
6.3 New York State Database. RESS does not represent or warrant the accuracy of the New York State database for Medicaid eligibility, and has no responsibility for inaccuracies in any report generated by the Web Application in reliance upon information provided by such database.
6.4 Permanent Placement Data. RESS does not represent or warrant the accuracy of any data entered on the MAP-2159i Notice of Permanent Placement form by any users of the Web Application, and has no responsibility for inaccuracies in any report generated by the Web Application in reliance upon information provided by users of the Web Application.

7. Limitation of Liability. Except for claims resulting from RESS’s willful misconduct or bad faith:
7.1 No Consequential Damages. IN NO EVENT SHALL RESS BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF RESS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
7.2 No Liability for Loss or Delay. IN NO EVENT SHALL RESS BE LIABLE TO CLIENT FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF THE WEB APPLICATION OR INTERNET TRANSMISSION, INCLUDING, BUT NOT LIMITED TO, LOSS OR CORRUPTION OF DATA, OR DELAY OF RESS IN THE DELIVERY OF ANY REPORT OR IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT.
7.3 Cap on Liability. RESS’S LIABILITY TO CLIENT PURSUANT TO THIS AGREEMENT, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL USAGE FEES PAID TO RESS PURSUANT TO SECTIONS 2.1 AND 2.2 of the Services Agreement.

8. Client’s Hardware and Software. It is Client’s responsibility to maintain its own hardware and software for purposes of connecting to and interfacing with the Web Application through an Internet connection, including maintaining the ability to generate and upload an XML or CSV file as provided in Section 2.1, to view, fill out, and transmit PDF forms as provided in Section 2.2, and to download and view reports generated by the Web Application. RESS will notify Client in accordance with Section 11 if there are any material changes to the hardware or software required to interface with the Web Application.

9. Amendments. RESS may amend these Terms and Conditions at any time and from time to time by posting the amended terms on https://resonlinesystems.com/meds/tac.jsp. RESS will provide Client at least 45 days’ notice by posting the amended terms before they become effective. Additionally, RESS will notify Client that an amendment has been posted through either email or a message posted to Client’s Account within the Web Application or as otherwise provided in Section 11. Client’s continued access or use of the Account after the effective date of the amendment constitutes Client’s acceptance of the amended terms. RESS may also ask Client to acknowledge acceptance of the amended terms through an electronic click-through. This Agreement may not otherwise be amended except through mutual agreement by RESS and Client expressed in writing and signed by both parties.

10. Electronic Delivery of Communications.
10.1 Communications. Client agrees and consents to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that RESS may provide in connection with the Account, the Web Application and this Agreement. Communications include (1) updates and amendments to these Terms and Conditions and other RESS policies, (2) transaction receipts or confirmations, (3) account statements and history, (4) statements or notices that RESS is required to provide make available pursuant to applicable law, and (5) information updates.
10.2 Delivery. General Communications may be delivered by posting them on RESS’s website, with a notice to Client that such has been posted through either email or a message posted to Client’s Account within the Web Application or as otherwise provided in this Section 11. Communications directed to Client will be given by either email or a message posted to Client’s Account within the Web Application or as otherwise provided in this Section 11. Any emailed notice or Communication will be sent to Client’s primary email address listed in the Account.
10.3 Withdrawal of Consent. Client may withdraw its consent to receive Communications electronically by writing to RESS at “Attn: Electronic Communications Delivery Policy, RESS, Inc., 163 Brewster Road, Massapequa, New York 11758, or by contacting RESS via the “Contact,” “Contact Us” or similar link at RESS’ website or within the Web Application, including Electronic Communications Delivery Policy in the subject line. If Client withdraws consent to receive Communications electronically, RESS reserves the right to restrict or deactivate the Account, terminate this Agreement, or charge Client a reasonable additional fee for providing paper copies.
10.4 Requesting Paper Copies of Electronic Communications. If Client would like a paper copy of a Communication previously sent electronically, Client may request a copy within 180 days after the date the Communication was initially provided by contacting RESS as provided in Section 11.3. Promptly following receipt of such request, RESS will send Client a paper copy of the requested Communication by U.S. mail to the mailing address on record in the Account. RESS may charge Client a reasonable records request fee for each paper Communication.
10.5 Spam Filters. Client is responsible to set any spam or other filter that blocks or re-routes emails from senders so that Client will be able to receive the Communications sent by RESS.
10.6 Updating Contact Information. Client can update its contact and other information at any time by logging into its Account through the Web Application. It is Client’s responsibility to keep its contact information, including email and mailing addresses up to date so that RESS can communicate with Client in accordance with this Section 11. Client understands and agrees that if RESS sends Client an electronic or mailed Communication that is not received because email or mailing address on file is incorrect, out of date, blocked by Client’s service provider, or Client is otherwise unable to receive Communications, RESS will be deemed to have provided the Communication to Client.
10.7 Undeliverable Communications. If Client’s email address becomes invalid such that electronic Communications sent to Client by RESS are returned, or if any mailed communications are returned as undeliverable, RESS may deem Client’s Account to be inactive, and may suspend Client’s Account until RESS receives a valid, working email or mailing address from Client.

11. Governing Law.
11.1 Governing Law. This Agreement has been made and entered into in the State of New York and shall be governed by and construed and enforced in accordance with the internal substantive laws of the State of New York, without regard to its choice of law provisions.
11.2 Jury Waiver. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS SUCH PARTIES MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING THAT MAY BE INSTITUTED IN CONNECTION WITH ANY MATTER ARISING UNDER OR RELATING TO THIS AGREEMENT.

12. General Provisions.
12.1 Entire Agreement. This Agreement represents the entire agreement between the parties regarding the subject matter hereof. This Agreement supersedes in all respects any and all prior oral or written negotiations, discussions, commitments, representations, agreements and other understandings between the parties with respect to the subject matter of this Agreement, and all such prior understandings are merged herein. There are no representations, warranties or covenants between the parties with respect to the subject matter of this Agreement, except as set forth in this Agreement.
12.2 General Modification; Waiver; Remedies not Exclusive. No waiver of any performance obligation, or of any default, breach or violation of any performance obligation, shall be considered a continuing waiver or a waiver of any other or subsequent performance obligation, default, breach or violation. No delay or omission in enforcing any right or pursuing any remedy shall be construed as a waiver of such right or remedy. Any waiver of any provision of this Agreement must be in writing and signed by the party or parties making such waiver. No enforcement of any right or pursuit of any remedy shall be deemed an election of remedies or be held to exhaust any such right or remedy, and every such right may be enforced and every such remedy may be pursued from time to time.
12.3 Captions. Headings contained in this Agreement have been inserted for reference purposes only and shall not be considered part of this Agreement in construing this Agreement.
12.4 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement.
12.5 Terminology. Unless the context clearly indicates otherwise, as used in this Agreement (1) terms used in the masculine, feminine or the neuter include the others, (2) terms used in the singular or the plural include the other, (3) the terms “include,” “includes” and “including” (or similar terms) are intended to convey non-exclusivity, and are to be deemed followed by “without limitation,” “but not limited to” or words of similar import, and (4) the term “person” is intended to be interpreted broadly to include any natural person (an individual), any entity, including any corporation (including any non-profit corporation), partnership (general or limited, including any limited liability partnership), limited liability company, investment company, business trust, cooperative, joint venture, estate, trust, association or organization, whether domestic or foreign, or any governmental or administrative body, whether domestic or foreign.
12.6 Construction. This Agreement shall not be construed more strictly against one party than another merely by virtue of the fact that this Agreement, or any part of it, may have been prepared by counsel for one of the parties.