Aspire Platform Terms of Use for Business Partners
Aspire Platform Terms of Use for Business Partners
Aspire Solutions Operations Health Insurance Claims Management L.L.C. and its Affiliates (together and each of them as the context may require “Aspire”, “we” or “us”) enable our business partners to use our digital platforms and related services for the management of healthcare policies. We need to keep our platforms and services running smoothly, quickly, and without distraction. For this to happen, “you” (our business partner) and your Representatives shall receive a limited license and shall not misuse or abuse our platforms, websites, or cloud services (the “Aspire Platform” or “Platform”), owned or operated by Aspire or the Aspire Technology Partner, and any related websites, sub-domains and pages, in accordance with these terms of use which are part of the Agreement we have with you.
1. Platform license and intellectual property
1.1 Aspire hereby grants you a non-exclusive, non-transferable, non-sublicensable right to use the Aspire Platform for the duration of the Agreement subject to and in accordance with the terms and conditions of the Agreement and Aspire’s instructions.
1.2 You shall only use the Platforms for business purposes as agreed in the Agreement and shall not (and shall not permit anyone to) reproduce, resell, distribute, publish, modify, translate, copy, reverse engineer, create derivative works or otherwise use, or frame or utilize framing techniques or use any meta tag or any other “hidden text” with respect to any Intellectual Property Rights in connection with the Aspire Platform, or otherwise attempt to discover the source code, object code, or underlying structure, or algorithms of the Platform.
1.3 There shall be no transfer to you of any Intellectual Property Right in connection with the Aspire Platform. All Intellectual Property Rights in relation to the Platform are owned and exclusively retained by Aspire, the Aspire Technology Partner, or their relevant business partners, and where necessary hereby transferred (in advance) to such party. Aspire and the Aspire Technology Partner have the right but not the obligation to use any ideas or other feedback you may give on the Platform.
2. Platform accounts and portals
2.1. Your Representatives may create an Aspire Account to access the Platform. You shall be responsible for maintaining the security and non-disclosure of any such account credentials, ensure accounts are only used by your authorized Representatives (and not by any third party), and hereby guarantee that any person using an account is authorized to represent you.
2.2 You shall not (a) attempt to access, search, or create accounts by any means other than our publicly supported interfaces or as otherwise authorized by us, (b) use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity, or (c) use a name that is offensive, vulgar or obscene.
2.3 You shall only provide correct and complete information when creating an Aspire Account and using the Aspire Platform. You are responsible for the accuracy of the data in your accounts or otherwise provided to Aspire.
3. Acceptable use and content
3.1 You shall not (i) use the Aspire Platform in any manner that violates Aspire’s or any third party’s Intellectual Property Rights or any applicable laws or regulations, (ii) use the Platform for time sharing or service bureau purposes, or otherwise for the benefit of a third party, or remove any proprietary notices or labels contained therein, (iii) damage, disable, overburden, impair or otherwise interfere with or disrupt the (integrity, performance or security of the) Aspire Platform or any servers or networks connected to the Platform or Aspire’s systems, gain (or attempt to gain) access to any system that connects thereto (except as required to appropriately access and use the Platform).
3.2 You shall take all reasonable precautions while sending and receiving data or other content via the Aspire Platform. You are solely responsible for any content sent, displayed or uploaded by you and your Representatives in using the Platform and any other action taken on the Platform via your Aspire Accounts. You shall not store, transmit, make available, or process content in the Platform that (a) is libelous, deceptive, threatening, offensive, propagating hate or violence, causing harm to others or to Aspire’s reputation, unauthorized, or in violation of third-party rights, or (b) contains viruses, malware, or other malicious code.
3.3 In case you are of the opinion that your Aspire Accounts or any other content on the Aspire Platform, is unlawful or fraudulent, or otherwise incorrect, you must inform us. You must also contact us in case of any unauthorized use or other security breach related to your Aspire Accounts. The Aspire Platform may make use of automatic filters to detect unlawful or fraudulent content.
4. Availability and maintenance
4.1 The Aspire Platform is available online. Use of the Aspire Platform requires one or more compatible devices, internet access and certain software, and may require obtaining updates or upgrades from time to time. High speed internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.
4.2 Notwithstanding any other provision of the Agreement, Aspire reserves the right to make updates and other changes to the Aspire Platform. The Aspire Platform is made available “as is” and “as available” without any warranty or representation of any kind regarding the results that may be obtained from the use of the Platform, the accuracy or reliability of (any information obtained through) the Platform, the Platform meeting any user requirement, the Platform being available, uninterrupted, timely, secure or error free, or otherwise. As such, you agree that you must independently evaluate and bear all risks associated with the use of the Services.
4.3 Where Aspire receives notice-and-take-down requests, or otherwise notices that you provided false, incomplete or fraudulent information or used the Platform in violation of the Agreement or any law or regulation, or has reason to believe your Aspire Accounts or use of the Platform otherwise creates serious risk to the Aspire Platform, Aspire shall be entitled to (temporarily) suspend or block your account(s) at any time and take other appropriate measures.
5. Representatives and other end-users
5.1 You shall ensure and are responsible for your Representatives acting in accordance with and not directly or indirectly breaching or trying to circumvent these terms.
5.2 You acknowledge and agree that use of the Aspire Platform by your Members and Providers shall be subject to, respectively, the Aspire Terms & Conditions and the agreements entered into between Aspire and the Providers.
5.3 You shall ensure that no Member is added on the Platform by you or your customers without such Member accepting the applicability of the Aspire Terms & Conditions and the Aspire Privacy Statement.
6. Liability
To the maximum extent possible, you agree that your use of our Platform is at your own risk and responsibility, and that Aspire is not liable for any loss or damage (including without limitation any direct, indirect, special, incidental, consequential or punitive damages) arising from or in connection with your use of or delay in, change to or unavailability of the Platform. In no event shall the Aspire Technology Partner be liable towards you, your Affiliates or Representatives, and you shall not (attempt to) hold them liable.
7. Changes to terms
Aspire reserves the right to, upon notification to you, at any time modify these terms and apply additional or other terms to your use of the Platform. Your continued use of the Platform will be deemed to constitute your acknowledgement and acceptance of any updated terms.
8. Definitions
8.1 Affiliate means any person or entity which you or any of your shareholders, members or partners, directly or indirectly, controls, is in common control with, or is controlled by.
8.2 Agreement means agreement between you and Aspire.
8.3 Aspire Account means virtual account on the Platform which gives access to and allows use of the Platform.
8.4 Aspire Privacy Statement means Aspire Privacy Statement available, Privacy Statement as may be updated from time to time.
8.5 Aspire Terms & Conditions means Aspire Terms & Conditions available as may be updated Terms & Conditions from time to time.
8.6 Aspire Technology Partner means CarePay International B.V.
8.7 Intellectual Property Right means any patents, trademarks, logos, names, trade secrets, copyrights and copyrighted materials (including rights in computer software and code), moral rights, database rights, rights in designs, ideas and inventions (including improvements and modifications), rights in knowhow and other intellectual property rights, in each case current or future and whether registered or unregistered, and all rights or forms of protection having equivalent or similar effect, anywhere in the world.
8.8 Member means person who can access healthcare services under a Policy.
8.9 Policy means healthcare policy managed on the Platform by you or on your behalf.
8.10 Provider means provider of healthcare services accessible under a Policy.
8.11 Representative means your and your Affiliates’ directors, officers, employees, agents, (sub)contractors, other personnel, any other person acting on your or your Affiliates’ behalf, or other User.
8.12 User means any person making use of the Platform via you.
8.13 You means Aspire business partner who is party to the Agreement, and “your” and similar terms are construed accordingly.