HealthPartners Provider Portal Agreement

updated June 2023

The HealthPartners Provider Portal (the "Provider Portal") is an online information service provided by HealthPartners, Inc. ("HealthPartners"). The terms and conditions of this HealthPartners Provider Portal Agreement ("Agreement") govern use of the Provider Portal. Please read this Agreement carefully before accessing or using the Provider Portal.

Definitions

1.      For purposes of this Agreement the term "Confidential Information" includes, without limitation, computer programs, claims data, referral data, eligibility data, pharmacy data, and any other data and information contained in, disclosed by, or displayed through the Provider Portal, whether or not labeled as "Confidential Information" or some similar legend.

2.      For purposes of this Agreement the terms "you" and "yours" means each individual who is authorized by the provider or organization that employs them, to establish an authorized account for the provider or organization with HealthPartners to access and use the Provider Portal.

3.      For purposes of this Agreement the term "Third Party Vendor" means any individual or entity that is providing services for you or the designated Delegate/Site Administrator, or on behalf of you, or the designated Delegate/Site Administrator with a need to access the Provider Portal and/or Confidential Information.

4.      For purposes of this Agreement, the term "Protected Information" means information that identifies, or could be used to identify, an individual member or patient and is transmitted or maintained in any form or medium. Protected Information includes any information, oral or recorded, relating to the health of an individual, the health care provided to an individual or payment for health care provided to an individual. Protected Information also includes demographic information, such as name, address, date of birth, and phone number.

General Terms and Conditions

1.      Binding Agreement. By accessing or using the Provider Portal, you agree to be bound by all of the terms and conditions of this Agreement. This Agreement is intended to be fully effective and binding upon you and HealthPartners.

2.      Amendments to this Agreement. This Agreement is regularly updated and is subject to change without notice to you. This Agreement may be amended at any time, and you agree that such amendments will be effective immediately upon posting of the amended Agreement on the Provider Portal. HealthPartners may publish a revised Agreement without specific notice to you, and you agree to review the Agreement posted on the Provider Portal each time you use the Provider Portal so that you are aware of any modifications made to this Agreement. By accessing or using the Provider Portal, you agree to be bound by all of the terms and conditions of the Agreement as posted on the Provider Portal at the time of your access or use.

3.      Access, Use and Disclosure of Confidential Information and Provider Portal. You may use the Confidential Information for which you are expressly authorized. You shall not access, attempt to access, or use any Confidential Information for which you do not have authorization. In addition, you shall not cause or permit the Provider Portal or any Confidential Information to be accessed or used by any third party via your organization’s access, including without limitation, any Third Party Vendor. You will not create an individual account for any Third Party Vendor under your organization’s access. You may use the Provider Portal only to view and process the Confidential Information. You may not use the Provider Portal or Confidential Information for any other purpose, or disclose the Confidential Information to any other person or entity except as required by law; provided, however, that you may disclose the Confidential Information to your employees, contractors, and agents (collectively "Representatives") on a need-to-know basis pursuant to the terms of this Agreement provided such Representatives are subject to written obligations or are otherwise bound by obligations of confidentiality and non-use respecting the Confidential Information that are at least as restrictive as those set forth in this Agreement. The Confidential Information shall not be used by you or any of your Representatives in any way that is detrimental to HealthPartners, and all Confidential Information must be kept confidential by you and your Representatives. You must inform your Representatives of the proprietary and confidential nature of the Confidential Information, direct your Representatives to treat such information confidentially, and formally notify your Representatives of your obligations under this Agreement. Any use of the Provider Portal or Confidential Information by you or your Representatives not expressly authorized in this Agreement is strictly prohibited  

4.      Use of and Restrictions on Authorized Username and Password. You must access the Confidential Information only by using your authorized username and password which, from time to time, may be changed by HealthPartners. You acknowledge and agree that you are the only individual authorized to use your authorized username and password. Do not knowingly allow others to access your username or password. You are responsible for protecting the confidentiality of your username and password(s), and for all use of your account by any person under any screen name or password. You are responsible for ensuring that all use of your account, username and password complies fully with the provisions of this Agreement. Only authorized users may use claims data, referral data, eligibility data, pharmacy data, and other data contained in the Provider Portal. Any use of your account, username or password, and any use of claims data, referral data, eligibility data, pharmacy data, and other data contained in the Provider Portal not expressly authorized in this Agreement is strictly prohibited. You must establish a unique Security Question and Answer. You acknowledge and agree that you are the only individual authorized to use your unique Security Question and Answer, and you are responsible for protecting the confidentiality of your unique Security Question and Answer. An entity may register to access the Provider Portal, provided, however, that each individual user (a) may access the Provider Portal only by using their own unique authorized username and password which, from time to time, may be changed or reset by HealthPartners and (b) is subject to the terms of this Agreement. Use of any automated process or scripting, including, but not limited to, artificial intelligence, auto-scripting, screen scraping, web scraping (also referred to as web harvesting or web data extraction), or any other non-human access to or interaction with the Provider Portal to extract information or data from the Provider Portal is strictly prohibited, unless authorized by HealthPartners in a separate written agreement, 

5.      Restrictions on Third Party Vendors Access.  HealthPartners will not approve any agreements or arrangements between you and a Third Party Vendor or business associate that involves the granting, authorizing, or your facilitating, a Third Party Vendor's or business associate's access to the Provider Portal or Confidential Information, except as otherwise provided in Paragraph 17 below. You must terminate or modify or amend any such agreement or arrangement between you and a Third Party Vendor or business associate to no longer grant, authorize or facilitate any such Third Party Vendor's or business associate's access to the Provider Portal and/or Confidential Information. In addition, you must notify HealthPartners within twenty-four (24) hours of the modification, amendment, termination or expiration of any such agreement or arrangement between you and a Third Party Vendor or business associate. If we receive a request from a Third Party Vendor to access data provided or posted by you to the Provider Portal, HealthPartners will first contact you to confirm that you have authorized the Third Party Vendor to have access to such information.

6.      Return of Confidential Information.  Upon the request of HealthPartners, you must promptly deliver to HealthPartners any Confidential Information in your possession, together with any copies, compilations, and adaptations of any such Confidential Information prepared by you, in your possession, or both.

7.      No Rights in Confidential Information. Nothing in this Agreement shall be construed to grant you any right, title or interest in any Confidential Information, except for the limited right to use and disclose such information as expressly permitted hereunder.

8.      Injunctive Relief.  You acknowledge and agree that the unauthorized use or disclosure of the Confidential Information accessed by you through the Provider Portal or any other breach of this Agreement may result in irreparable injury to HealthPartners. Therefore, HealthPartners shall be entitled to receive injunctive relief in any legal proceeding instituted by HealthPartners, in addition to any other remedies or relief that may be available to Health Partners at law, in equity, or under this Agreement, without having to post a bond or show harm. For purposes of this Agreement, you shall submit to the jurisdiction of the state and federal courts located in Hennepin County, Minnesota. In any claim or action brought by or against you directly or indirectly arising under this Agreement or related to the Provider Portal, you and HealthPartners shall submit to the exclusive personal jurisdiction of the Minnesota State District court sitting in Hennepin County, Minnesota, or if such court does not have subject matter jurisdiction, then you and HealthPartners shall submit to the exclusive personal jurisdiction of the United States Court for the District of Minnesota, and you and HealthPartners each waive any jurisdictional, venue, or inconvenient forum objections to such court. If you are a public entity entitled to protections of governmental immunity under applicable law, it is specifically understood and agreed that nothing contained in this paragraph or elsewhere in this Agreement will be construed as the express or implied agreement by you to submit to the jurisdiction of the state and federal courts located in Hennepin County, Minnesota to resolve claims brought by or against you directly or indirectly arising under this Agreement or related to the Provider Portal.

9.      Other Consequences of Breach of this Agreement.  If you breach any of your obligations under this Agreement, as determined in HealthPartners’ sole discretion, or provide false or inaccurate information when you establish an account, HealthPartners may notify you of such breach; delete or remove data provided, accessed or processed by you through the Provider Portal; cancel your privileges to access the Provider Portal; block your access to the Provider Portal; notify and send content to, and cooperate with, law enforcement authorities and federal/state regulators; and take any other action HealthPartners deems appropriate in addition to any other right or remedy at law or in equity that HealthPartners may have. In addition, to the extent that you or your provider site are using the Provider Portal to electronically receive remittance advice or other electronic transactions mandated by law, you agree that the suspension or cancellation of your Provider Portal privileges may be deemed as your failure to accept such mandated transactions but shall not be deemed a failure of HealthPartners to transmit remittance advice or any other electronic transactions mandated by law.  You understand and agree that you have the option of contracting with a HealthPartners-approved clearinghouse as an alternate means of receiving these transactions from HealthPartners.

10.   No Warranties or Guarantees.

You understand and agree that HealthPartners cannot and does not warrant or guarantee that data or files available for downloading through the Provider Portal, if any, will be free of infections or viruses, worms, trojan horses or other code that contains contaminating or destructive properties. You understand and agree that you are solely responsible for implementing sufficient precautions, procedures, and checkpoints to satisfy your own requirements to prevent the contamination and ensure the accuracy of data input and output, and for establishing a means external to the Provider Portal for the reconstruction of any lost data. HealthPartners is not responsible for the loss of any information, data or other materials resulting from your use of the Provider Portal.

YOU UNDERSTAND AND AGREE THAT HEALTHPARTNERS DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT, OR ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE PROVIDER PORTAL, OR WITH RESPECT TO ANY INFORMATION, PRODUCT, SERVICE, MERCHANDISE OR OTHER MATERIAL PROVIDED ON OR THROUGH THE PROVIDER PORTAL. HEALTHPARTNERS DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, CORRECTNESS, TIMELINESS, OR USEFULNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE PROVIDER PORTAL. HEALTHPARTNERS MAKES NO WARRANTY OR GUARANTEE THAT THE PROVIDER PORTAL WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. IN NO EVENT WILL HEALTHPARTNERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANYONE ELSE IN RELIANCE UPON THE INFORMATION CONTAINED ON OR PROVIDED THROUGH THE PROVIDER PORTAL.

HealthPartners does not assume any responsibility for or warrant or guarantee the accuracy, completeness, correctness, timeliness or usefulness of Confidential Information that has been modified, manipulated or otherwise altered by you or any Third Part Vendor or Business Associate.

11.   If you are located in any jurisdiction in the world where the common, statutory, regulatory or codified law of such jurisdiction would void this Agreement in whole or in any essential part (the essential parts include, without limitation, the exclusive jurisdiction and venue and exclusive remedy provisions, the warranty disclaimers, the limitations of liability and confidentiality requirements and terms of use), or would make accessing the Provider Portal illegal, then you are not authorized to use the Provider Portal, and if you do, you do so entirely at your own risk.

12.   Limitation on Liability.  YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL HEALTHPARTNERS BE LIABLE TO YOU OR ANY OTHER USER OF THE PROVIDER PORTAL FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ANY OTHER MONETARY OR OTHER DAMAGES, FEES, FINES, PENALTIES, LOSS OF REVENUE OR BUSINESS LIABILITIES ARISING OUT OF OR RELATING IN ANY WAY TO THIS PROVIDER PORTAL, OR DATA INFORMATION PROVIDED OR ACCESSED ON OR THROUGH THE PROVIDER PORTAL. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PROVIDER PORTAL IS TO STOP USING THE PROVIDER PORTAL.

13.   Limitation on Liability for Breach or Unauthorized Access or Use Password. HealthPartners is not liable for any breach or unauthorized access of, or any unauthorized use of information stored in, your password management vault by a Third Party Vendor, Business Associate, or any other third party.

14.   Indemnification. To the extent permitted by applicable law and without waiving any sovereign immunity that may apply to you, you shall indemnify and hold harmless HealthPartners and its subsidiaries and affiliates, as well as their respective directors, officers, employees, agents, representatives, successors and assigns, against any and all damages, losses, liabilities, judgments, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of a claim by a third party relating to your use of the Provider Portal, or your breach or violation of this Agreement or any other term or condition specified in the Provider Portal.

15.   Audits by HealthPartners and You. HealthPartners may conduct routine audits to ensure your compliance with the terms and conditions of this Agreement. In addition, you shall perform internal Provider Portal and Third Party Vendor application audits of your accounts, usernames and other account information, not including passwords, to ensure compliance with the Provider Portal password and authorized use requirements specified in this Agreement, as well as compliance with applicable law.

16.   Required Terms for Third Party Vendor Agreements.  All agreements between you and any Third Party Vendor or business associate that involve access to the Provider Portal and/or Confidential Information must contain a provision that requires the Third Party Vendor or Business Associate, as applicable, to (a) obtain its own organization account with a unique username and password directly from HealthPartners to access the Provider Portal (b) request specific access to your organization’s data and (c) comply with the Confidential Data and Authorized Use Agreement, the Site Administrator Guidelines and Consent Terms and Conditions below, the Eligibility Disclaimer Statement, the Provider Portal Electronic Data Access Policy, and all HealthPartners copyrighted information as may be amended from time to time. 

17.   HealthPartners does not assume any responsibility for testing, troubleshooting or validating any Third Party Vendor applications. 

Terms and Conditions Applicable to Delegates: 

As a designated delegate/Site Administrator for the Provider portal, I shall adhere to and abide by the following additional terms and conditions:

1.      Maintain a Designated User Record.   I will maintain a current record of the individuals at my delegated site(s) to whom HealthPartners and I have given authority (a "Designated User") to view Protected Information (defined below) within the Provider Portal (a "Designated User").  The record will include the Designated Users name, login ID, and access levels.  I will make the record available upon request to the appropriate HealthPartners Provider e-Services representative for purposes of monitoring and auditing information.  I will grant access to the Provider Portal and the Protected Information contained therin only to employees of the organization that operates the designated site(s), on a need-t-know basis provided such employees are subject to written obligations or are otherwise bound by obligation of confidentiality and non-use respecting the Provider Portal and Protected Information that are at least as restrictive as those set forth herin, and will not create accounts for individuals associated with third parties or contracted billing services, or for the purposes of artificial intelligence, auto-scripting or any other non-human access to or interaction with the Provider Portal, unless authorized by HealthPartners in a separate written agreement.  All accounts I create for employees of my organization will contain unique, identifiable information specific to the employee such as first and last names, logins, email and phone.  I will only create accounts for employees of my organization.  I will not log in under any of the accounts I create for others.

2.      Monitor and Report Unauthorized Activity.

I will monitor and report any unauthorized activity by a Designated User. Unauthorized activity includes, but is not limited to:

·        Accessing Protected Information that is not required to treat a particular patient or to receive payment for services for a particular patient;

·        Using or sharing protected Usernames and/or passwords with other individuals, including, but not limited to sharing Usernames and/or passwords with individuals within the same site or organization;

·        Creating shared accounts or assigning one account to multiple users;

·        Sharing Protected Information obtained from the Provider Portal for purposes unrelated to care of the individual or payment for their services;

·        Accessing Protected Information beyond the Designated User’s approved authorization levels.

If unauthorized use or access of the Provider Portal or Protected Information is found, I will revoke Provider Portal privileges for the Designated User within twenty-four (24) hours and report any such misconduct to the appropriate HealthPartners Provider Electronic Commerce representative within two (2) business days.

3.      Termination or Change of Position Procedures.  If I change positions or if I am terminated, I will report my change in status to the appropriate HealthPartners provider Electronic Commerce representative within two (2) business days.  If a Designated User leaves his or her position, for any reason, I will cancel the Designated Users access to the Provider Portal. 

4.      Report Breaches of Privacy or Delegate Terms and Conditions. I will report any and all breaches of privacy or breaches of the above guidelines to the appropriate HealthPartners Provider Electronic Commerce representative within two (2) business days of occurrence. I understand and agree that my (1) failure to report or (2) participation in any unauthorized activity will result in immediate termination of my responsibilities and privileges, and the possible revocation of my site's Provider Portal privileges.

You understand and agree that you are bound by the terms and conditions of this Agreement.

You have read and understand the responsibilities required of you. By accepting this Agreement, you agree to abide by and assume responsibility for compliance with the terms and conditions of this Agreement.

Questions

If you have any questions, please contact the HealthPartners Provider e-Services at ProviderWebHelp@HealthPartners.com or call 855-699-6694 ext 2.