PRP Terms and Conditions

BCBSAZ Patient Review System Terms of Use

The following User Agreement governs Your access to and use of the Blue Cross Blue Shield of Arizona (“BCBSAZ”) Patient Review System, including the profiles, objective and subjective ratings, feedback, comments, indexes, scorecards, materials and other informative details about the Healthcare Providers and any other content (collectively, "Content") available on or through the BCBSAZ Patient Review System.

In this Agreement, the term “BCBSAZ” includes BCBSAZ and all BCBSAZ licensors, suppliers, affiliates or member licensee companies. All rights and protections afforded to BCBSAZ under this Agreement extend to all BCBSAZ’s licensors, suppliers, and related, affiliated, and member licensee companies.

USER AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE SELECTING THE "I AGREE" BUTTON ASSOCIATED WITH THIS USER AGREEMENT OR BEFORE ACCESSING, USING OR BROWSING THE BCBSAZ PATIENT REVIEW SYSTEM OR ANY OF THE CONTENT.

BY CLICKING ON "I AGREE," OR BY ACCESSING, BROWSING OR USING THE BCBSAZ PATIENT REVIEW SYSTEM OR ANY OF THE CONTENT, YOU, ON BEHALF OF YOURSELF OR YOUR ENTITY, AS APPLICABLE, ACKNOWLEDGE AND AGREE THAT:

YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT
AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT
THIS USER AGREEMENT IS THE LEGAL EQUIVALENT OF A SIGNED, WRITTEN CONTRACT BETWEEN YOU AND BCBSAZ
IF ACCESSING, BROWSING OR USING THE BCBSAZ PATIENT REVIEW SYSTEM OR ANY OF THE CONTENT ON BEHALF OF AN ENTITY, YOU HAVE FULL AUTHORITY TO BIND YOUR ENTITY TO ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT

IF YOU ARE NOT WILLING TO BE OR CANNOT BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE 4 PROVISIONS LISTED ABOVE , THEN DO NOT SELECT THE "I AGREE" BUTTON ASSOCIATED WITH THIS USER AGREEMENT, AND DO NOT ACCESS, BROWSE OR USE THE BCBSAZ PATIENT REVIEW SYSTEM OR ANY OF THE CONTENT. BCBSAZ DOES NOT AND WILL NOT GRANT YOU ANY RIGHT OR LICENSE TO ACCESS, BROWSE OR USE THE BCBSAZ PATIENT REVIEW SYSTEM OR THE CONTENT UNLESS YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

I. Intellectual Property and Your License to Use the BCBSAZ Patient Review System, Content, and Databases

All right, title and interest in and to the Content, including without limitation the graphical display and arrangement of the BCBSAZ Patient Review System and the Content, and all intellectual property rights embodied therein, are the property of BCBSAZ.

The BCBSAZ Patient Review System and the Content contained and referenced therein are for informational purposes only. Any reproduction, retransmission or other use is strictly prohibited, except as otherwise provided by this User Agreement. Requests for permission to reproduce any of the prohibited Content should be addressed by writing to BCBSAZ at the address shown below for notices.

By accessing, browsing or otherwise using the BCBSAZ Patient Review System, You agree that:

The Content is the sole property of BCBSAZ;
Except as expressly permitted by us in writing, Your license to access, browse and/or use this Content is limited solely to a personal, revocable, nonexclusive, non-transferable license to: (i) access and view the BCBSAZ Patient Review System, and the Content, and (ii) copy, download and store the Content (e.g., in a temporary cache) to enable printing and/or offline viewing of such Content solely for Your non-commercial use and not for resale or distribution to anyone else;
With respect to any copy of the Content that You download, store and/or print, You will reproduce and include all copyright and other proprietary notices included in such Content.
Except as expressly permitted by BCBSAZ in this User Agreement or otherwise in writing, You will not copy, reproduce, modify, adapt, translate, distribute, transmit, download, upload, post, sell, rent, license, transfer, publicly perform, publicly display, mirror, frame, scrape, extract, wrap, create derivative works of, reverse engineer, decompile or disassemble any aspect of BCBSAZ Patient Review System or any of the Content, in whole or in part, in any form or by any means, whether manual or automatic;
You will not use any meta-tags, meta-elements, "hidden text" or other equivalents using the names "BCBSAZ," or “BCBS,” or "Blue Cross," or “Blue Shield,” or any other colorable equivalent without the prior written permission of BCBSAZ.

Without limiting the foregoing, with respect to the databases ("Databases") used to store the Content and Submissions (defined below), You agree and acknowledge that:

i. the Content, Submissions, Databases and any other information contained therein shall remain valuable intellectual property owned by, or licensed to BCBSAZ, and that no proprietary rights are transferred to You in such materials or in any of the Content contained therein;
ii. You will not, directly or indirectly, use any of the Content, Submissions, Databases and any other information contained therein for any purposes other than Your personal, non-commercial evaluation of Heath Care Providers;
iii. You will not, directly or indirectly, use the Content, Submissions, Databases and any other information contained therein to compile mailing lists or other lists of Healthcare Providers for commercial purposes;
iv. You will not, directly or indirectly, use the Content, Submissions, Databases and any other information contained therein to establish independent data files or otherwise amass statistical information thereof or therefrom;
v. You will not, directly or indirectly, use the Content, Submissions, Databases and any other information contained therein in violation of any applicable laws or regulations,
vi. The rating system and methodology, and ratings of individual providers, are the property of BCBSAZ and may not be reproduced in any manner without our prior written permission. You shall not publish or distribute in any medium Content, Submissions, Databases, any other information contained therein, and/or summaries or subsets thereof to any person or entity;
vii. Misappropriation or misuse of the Content, Submissions, Databases and any other information contained therein will cause serious damage to BCBSAZ to the point that money damages may not be sufficient compensation to BCBSAZ for the harm caused. If that happens, BCBSAZ has the right to obtain injunctive relief plus any other legal or financial remedies to which BCBSAZ may be entitled.

In addition, You acknowledge that the Content, Submissions, Databases and any other information contained therein are protected by law, including, but not limited to, United States and international copyright law and trademark law, as well as other state, federal, and international laws and regulations, including contract law, and laws pertaining to privacy and publicity.

NOTICE OF ENFORCEMENT:

BCBSAZ vigorously enforces its intellectual property rights to the fullest extent of the law. BCBSAZ will prosecute any unauthorized use or reproduction of any of the Content, Submissions, Databases and any other information contained therein that violate the protection afforded by the United States and international copyright law and trademark law, and/or other state, federal, and international laws and regulations, including laws pertaining to contracts, and privacy and publicity.

Your Submissions to the Patient Review System

All reviews, remarks, suggestions, ideas, graphics, feedback, concepts, comments, illustrations and other materials (other than information given in connection with registration) that are communicated by You to BCBSAZ in connection with your posting of a review of a health care provider, but excluding information you provide solely in connection with the registration or log-in process, are referred to herein as “Submissions”. Submissions will forever be the property of BCBSAZ. You waive all of Your rights, including but not limited to moral rights, therein if applicable, and assign to BCBSAZ without compensation or further obligation, all rights now known or hereafter existing in the Submissions.

BCBSAZ is not required to treat any Submissions as confidential, and is not liable for any ideas (including without limitation, product or advertising ideas) and shall not incur any liability as a result of any similarities that may appear in future BCBSAZ operations. BCBSAZ shall have exclusive ownership of all present and future existing rights to the Submissions of every kind and nature everywhere. Except as otherwise noted in this User Agreement, BCBSAZ is entitled to use the Submissions for any commercial or other purpose whatsoever without compensation to You or any other person sending the Submissions.

Your Submission, including personally identifiable information you may include, is voluntary. You understand and agree that BCBSAZ and any user of the BCBSAZ Patient Review System may view your Submissions. You may be given the option to create a screen name for yourself, and your screen name will be associated with your Submission. As such, you should refrain from including personally identifiable information in your screen name or otherwise in your Submissions, if you do not wish to be identified by others.

Information you provide solely in connection with the registration and log-in process (“Log-in Information”) is subject to the Privacy Policy of the website by which you access the BCBSAZ Patient Review System. When you access the BCBSAZ Patient Review System, the website assigns and associates a random token key with your Log-in Information and submits it to the BCBSAZ Patient Review System. The token key is the only identifying information made available to the BCBSAZ Patient Review System from the website by which you access the System. BCBSAZ will use the token key solely to enforce its rights under this User Agreement. BCBSAZ will not use other information you may voluntarily provide in your Submissions (medical, personal or otherwise) in connection with the issuance of a policy of health insurance to you or any determination of coverage for any specific service or health condition.

You are responsible for the content of the Submissions and agree to defend (at BCBSAZ's option and at Your sole expense), indemnify and hold BCBSAZ harmless from any damages, losses, costs, or expenses, including attorneys' fees, which BCBSAZ may incur as a result of Your Submissions.

If You access, browse or use the BCBSAZ Patient Review System on a public computer or otherwise use a computer to which multiple people have potential access, You are responsible for preventing unauthorized access to your Submissions and Your services account. You must follow all relevant instructions to ensure You are sufficiently disconnected and logged off the BCBSAZ Patient Review System, and the computer system.

You agree that you are entirely responsible for any and all activities which occur under your account whether or not You are the individual who undertakes such activities. This includes any unauthorized access and/or use of Your account should You fail to sufficiently disconnect and/or log off the BCBSAZ Patient Review System, and/or the public computer system. You absolve and release BCBSAZ from any claim of harm resulting from a third party undertaking the activities.

BCBSAZ retains the right to review, or delete from the BCBSAZ Patient Review System, any Submission, which BCBSAZ in its sole discretion considers illegal, offensive, faulty, suspicious or otherwise inappropriate or violates the terms and conditions of the user agreement.

II. Patient Review System Monitoring

BCBSAZ may monitor or review any Content, including but not limited to areas where You or other users transmit or post communications or communicate solely with each other, including, but not limited to, forums, blogs, chat rooms, instant messaging sessions, newsgroups, bulletin boards, and other user-interactive areas (collectively "user-interactive areas"), for the purpose of promoting the Patient Review System’s efficiency, usefulness and appropriateness of use.

While BCBSAZ may monitor the Content of the communications from time to time, BCBSAZ does not endorse, support, sanction, encourage, verify, or necessarily agree with the comments, opinions, or statements posted. Any information or material placed online, including advice and opinions, are solely the views and responsibility of those posting such statements, and do not necessarily represent the views of BCBSAZ. BCBSAZ is not responsible for, and has no liability related to the content of any such communications, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise.

If You submit any material to any of the user-interactive areas, You agree and warrant that the submitted material: (i) is not offensive, obscene, or otherwise contrary to the laws of any place where such user-interactive area may be accessed; (ii) is the original work of Your authorship or that You have the right to make the submission without violating the copyright, trademark, patent or other intellectual property rights of any person or entity in any place where the user-interactive area may be accessed; and, (iii) is true and accurate and does not constitute libel, slander, invasion of privacy, defamation, or any violation of law.

BCBSAZ retains the right to remove, in its sole discretion, communications that include any material deemed abusive, defamatory, obscene, or otherwise inappropriate. If notified of an allegation that the BCBSAZ Patient Review System contains infringing, defamatory, damaging, illegal or offensive records, electronic communications, information, materials or other content, BCBSAZ may investigate the allegation and determine in its sole discretion whether to remove or request the removal of the same from the BCBSAZ Patient Review System. Notices to BCBSAZ regarding any alleged copyright infringement should be sent to BCBSAZ at the address shown below for notices.

BCBSAZ may disclose any records, electronic communications, information, materials or other Content of any kind (i) if BCBSAZ believes in good faith that the law or legal process requires it; (ii) if such disclosure is necessary or appropriate to operate BCBSAZ; or (iii) to protect the rights or property of BCBSAZ and its users and business partners. However, BCBSAZ is not responsible for screening, policing, editing or monitoring the BCBSAZ Patient Review System.

BCBSAZ, in its sole discretion, reserves all rights to modify or discontinue this service, in whole or in part, or as to any user, at any time.

III. No Medical Advice or Referral

The BCBSAZ Patient Review System is not a referral service and does not recommend or endorse any particular Healthcare Provider. Rather, the BCBSAZ Patient Review System is only a "conduit" or intermediary that provides Content about Healthcare Providers. The content on the web site is presented in summary form, is general in nature, and is provided for informational purposes only. BCBSAZ does not offer advice regarding the quality or suitability of any particular Healthcare Provider for any condition, including specific treatments or health conditions. No information on the BCBSAZ Patient Review System should be construed as medical and/or health advice or as an endorsement of any Healthcare Provider.

The BCBSAZ Patient Review System and the Content include statements of opinion and not statements of fact or recommendations to use the services of any specific Healthcare Provider. You should obtain any additional information necessary to make an informed decision before You select or use any specific Healthcare Provider.

Always seek the advice of Your physician or other qualified Healthcare Provider for answers to any questions You may have regarding a medical condition. Neither the content nor any other service offered by or through the BCBSAZ Patient Review System is intended to be relied upon for medical diagnosis or treatment. Never disregard medical advice or delay in seeking it because of something You have read on the website.

You agree to assume all responsibility in connection with choosing any Healthcare Provider, whether or not You obtained information about such Healthcare Provider on or through the BCBSAZ Patient Review System. BCBSAZ does not assume responsibility or liability for any advice, treatment or other services rendered by any Healthcare Provider, or for any malpractice claims and other claims that may arise directly or indirectly from any such advice, treatment or other services.

IV. DISCLAIMERS

THE BCBSAZ PATIENT REVIEW SYSTEM AND THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES AND/OR TYPOGRAPHICAL ERRORS. BCBSAZ MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME WITHOUT NOTICE. THE BCBSAZ PATIENT REVIEW SYSTEM AND THE CONTENT ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND EITHER EXPRESSED OR IMPLIED. BCBSAZ DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES AND CONDITIONS EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, QUALITY, PERFORMANCE OR SUITABILITY OF THIS SITE, THE CONTENT, OR ANY PRODUCTS, SERVICES OR RESULTS OBTAINED ON OR THROUGH THE BCBSAZ PATIENT REVIEW SYSTEM.

BCBSAZ DOES NOT REPRESENT OR WARRANT THE AVAILABILITY OF THE SITE, THAT THE BCBSAZ PATIENT REVIEW SYSTEM AND YOUR USE OF THE BCBSAZ PATIENT REVIEW SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE BCBSAZ PATIENT REVIEW SYSTEM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BCBSAZ DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF, OR THE RESULT OF THE USE OF, THE BCBSAZ PATIENT REVIEW SYSTEM AND/OR THE CONTENT IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, APPLICABILITY OR OTHERWISE. YOU (AND NOT BCBSAZ) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IN ADDITION TO THE FOREGOING, YOU AGREE THAT YOUR USE OF THE BCBSAZ PATIENT REVIEW SYSTEM AND THE CONTENT IS AT YOUR OWN RISK.

BCBSAZ MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, THAT THE BCBSAZ PATIENT REVIEW SYSTEM OR ANY OF THE CONTENT WILL HELP YOU TO FIND A SUITABLE HEALTHCARE PROVIDER OR FOR ANY OTHER PURPOSE. BCBSAZ DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO ANY AGREEMENTS YOU MAY MAKE WITH HEALTHCARE PROVIDERS OR WITH THIRD PARTIES WHO OFFER PRODUCTS OR SERVICES ON OR THROUGH THIS SITE, AND YOU AGREE TO LOOK SOLELY TO SUCH HEALTHCARE PROVIDERS AND THIRD PARTIES WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF SUCH AGREEMENTS AND/OR SUCH PRODUCTS OR SERVICES.

VI. LIMITATIONS ON LIABILITY

BCBSAZ IS NOT LIABLE FOR ANY DAMAGES OR INJURY CAUSED BY YOUR USE OF THE BCBSAZ PATIENT REVIEW SYSTEM AND THE CONTENT, INCLUDING BUT NOT LIMITED TO, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OF TRANSMISSION, COMPUTER VIRUS, OR LINE FAILURE. BCBSAZ IS NOT LIABLE FOR ANY DAMAGES OR INJURY, INCLUDING BUT NOT LIMITED TO, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS AND DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY, UNCOVERED CHARGES, OR LOSS OF USE) THAT RESULT FROM THE USE OF, THE INABILITY TO USE, OR RELIANCE UPON, THE BCBSAZ PATIENT REVIEW SYSTEM AND THE CONTENT OR ANY PRODUCTS OR SERVICES OBTAINED ON OR THROUGH BCBSAZ, EVEN IF THERE IS NEGLIGENCE BY BCBSAZ OR BY AN AUTHORIZED BCBSAZ REPRESENTATIVE, OR AN AUTHORIZED BCBSAZ REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY OF THE ABOVE. THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR SUCH DAMAGES. BCBSAZ'S TOTAL LIABILITY TO YOU FOR LOSSES, DAMAGES AND CAUSES OF ACTION WILL NOT BE GREATER THAN THE AMOUNT YOU PAID TO BCBSAZ, IF ANY, TO ACCESS THE BCBSAZ PATIENT REVIEW SYSTEM.

V. INDEMNITY

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS BCBSAZ, ITS RELATED, AFFILIATED OR MEMBER LICENSEE COMPANIES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTENT PROVIDERS, CUSTOMERS AND SUPPLIERS FROM AND AGAINST ANY AND ALL CLAIMS, PROCEEDINGS, DAMAGES, INJURIES, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND LITIGATION EXPENSES), RELATING TO OR ARISING FROM:

i. YOUR USE OF THE BCBSAZ PATIENT REVIEW SYSTEM AND ANY OF THE CONTENT, OR ANY PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THE BCBSAZ PATIENT REVIEW SYSTEM;
ii. ANY ARRANGEMENTS YOU MAKE BASED ON THE CONTENT OBTAINED ON OR THROUGH THE BCBSAZ PATIENT REVIEW SYSTEM;
iii. ANY BREACH BY YOU OF THIS USER AGREEMENT; AND
iv. ANY ACTIVITY RELATED TO YOUR SERVICE ACCOUNT (INCLUDING INFRINGEMENT OF THIRD PARTIES’ WORLDWIDE INTELLECTUAL PROPERTY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY OTHER PERSON ACCESSING THE SITE USING THE BCBSAZ PATIENT REVIEW SYSTEM.

VI. Release for Force Majeure

You absolve and release BCBSAZ and its related, affiliated or member licensee companies from any claim of harm resulting from any cause(s) over which we or they do not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses or other damaging code or data, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, or governmental restrictions.

VII. Term and Termination

This User Agreement will take effect at the time You click "I Agree" or access, browse or use the BCBSAZ Patient Review System or any of the Content, and continues in perpetuity unless terminated by You and/or BCBSAZ. BCBSAZ reserves the right, at any time and for any reason, without notice to You, (i) to deny You access to the BCBSAZ Patient Review System and any of the Content; (ii) to change, remove or discontinue any of the Content or services available on or through the BCBSAZ Patient Review System; or (iii) to terminate this User Agreement.

You may terminate this agreement at any time by destroying: (a) all of the Content obtained from the BCBSAZ Patient Review System, including, without limitation, permanently deleting all of the Content from any computer and/or media; and (b) all related documentation and all copies and installations, if any. In addition, and upon BCBSAZ's request, You agree to certify in writing that all of the Content has been destroyed. The warranty disclaimers, limitations and exclusions of liability, reservation and grant of property rights and other terms and conditions of this Agreement which by their nature are intended to survive will survive the termination or expiration of this Agreement for any reason.

VIII. Notices

Any notice or other document or communication required or permitted hereunder to BCBSAZ will be deemed to have been duly given only if in writing and delivered by certified U.S. mail, return receipt requested, postage prepaid, to BCBSAZ, Attn: Senior Vice President and General Counsel, 8220 North 23rd Ave, Admin. Bldg. 1, Phoenix, AZ 85021 except as otherwise expressly provided in this User Agreement. Notices to BCBSAZ shall be deemed delivered when actually received by BCBSAZ.

Any notice or other document or communication required or permitted hereunder to You will be sent to the email address that You provide to us when You register with the website by which you access the BCBSAZ Patient Review System. Such notice will be deemed received by You the next business day after the email is sent.

Should You elect to send or receive email communications of any kind to or from BCBSAZ, You represent and warrant to BCBSAZ that Your email service has appropriate and adequate security systems necessary to prevent unauthorized access to outbound or inbound email transmissions.

IX. Jurisdiction; Compliance With Laws

Except as described otherwise, BCBSAZ controls and operates the BCBSAZ Patient Review System from the United States of America and makes no representation that the Content are appropriate or available for use in other locations. If You use the BCBSAZ Patient Review System from other locations, You are responsible for compliance with applicable local laws including, without limitation, all export laws. Some of the Content may be subject to export controls imposed by the United States and may not be downloaded or otherwise exported or re-exported: (a) into (or to a national or resident of) any country to which the U.S. has placed an embargo, including without limitation, Cuba, Iran, Iraq, Libya, North Korea, Syria, or Yugoslavia; (b) to anyone in the US Treasury Department's Specially Designated national list, or (c) to anyone on the US Commerce Department's Table of Denial Orders. If You download or use the Content You represent and warrant that You are not located in, or under the control of, or a national or resident of any such country or on any such list.

Access, browsing and use of the BCBSAZ Patient Review System, the Content and the terms and conditions of the User Agreement are governed by U.S. federal law and/or the laws of the State of Arizona, excluding any conflict of laws provisions that would refer to and apply the substantive laws of another jurisdiction.

SUBJECT TO THE MANDATORY ARBITRATION PROVISION BELOW, ANY LEGAL ACTION OR PROCEEDING RELATING TO YOUR ACCESS TO, OR USE OF, THE PATIENT REVIEW SYSTEM SHALL BE INSTITUTED ONLY IN A STATE OR FEDERAL COURT LOCATED IN THE STATE OFARIZONA, U.S.A., YOU AND BCBSAZ AGREE TO SUBMIT TO THE JURISDICTION OF, AND AGREE THAT VENUE IS PROPER IN, THESE COURTS IN ANY SUCH LEGAL ACTION OR PROCEEDING.

X. Arbitration

Any controversy or dispute between You and BCBSAZ (the "parties") concerning the BCBSAZ Patient Review System or the Content shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Any claim shall be made by filing a demand for arbitration within one (1) year following the occurrence first giving rise to the claim. The right and duty of the parties to resolve disputes by arbitration shall be governed exclusively by the Federal Arbitration Act, and arbitration shall take place according to the Commercial Rules of the American Arbitration Association. The arbitration will be held in Illinois. Each of the parties shall bear all of its own costs of arbitration, except that the fees of the arbitrator shall be divided equally between the parties. The arbitrator shall have no authority to amend or modify the terms of this Agreement or to award punitive or exemplary damages, and the award may be enforced by judgment. Before, during, or after arbitration each party shall have the right, without awaiting the outcome of the arbitration, to seek interim injunctive relief from an appropriate court including but not limited to temporary restraining orders or preliminary injunctions. Seeking any such remedies shall not be deemed a waiver of either party's right to compel arbitration.

XI. Waiver

No delay or omission by BCBSAZ to exercise any right occurring upon any noncompliance on Your part with respect to any of the terms of this User Agreement will impair any such right or power or be construed to be a waiver thereof. Any waiver by BCBSAZ of any of the covenants, conditions or agreements to be performed by You will not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition or agreement herein contained.

XII. Severability

If any portion of this User Agreement is adjudged invalid or unenforceable by a court of competent jurisdiction, the remaining portions will remain valid, enforceable, and in effect.

XIII. Independent Contractor

BCBSAZ is an independent contractor; nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between You and BCBSAZ.

XIV. Continued Use Deemed Acceptance

BCBSAZ reserves the right, at its sole discretion, to change, alter, amend or otherwise modify this User Agreement from time to time. After any such modification becomes effective, BCBSAZ will deem Your continued use of the BCBSAZ Patient Review System or any of the Content to constitute Your acceptance of and agreement to such modification.

XV. Entire Agreement

This User Agreement constitutes the entire agreement between You and BCBSAZ with respect to Your use of the BCBSAZ Patient Review System and the Content, and supersedes any and all prior understandings or agreements between You and BCBSAZ, whether written or oral. You acknowledge that, in providing You access to and use of the BCBSAZ Patient Review System and the Content, BCBSAZ has relied on Your acceptance of this User Agreement.