PROVIDERnet TERMS & CONDITIONS
PROVIDERnet is the website where I can register to submit Claims to PBC Health Benefits Society dba Pacific Blue Cross (referred to in these Terms & Conditions as “Pacific Blue Cross” or “PBC”), and access various resources and services to submit Claims to Pacific Blue Cross. By registering for, accessing or using PROVIDERnet or my PROVIDERnet account, I acknowledge that I have read, understood and agreed to the terms and conditions set forth below (collectively, these “Terms & Conditions”).
If I cannot or do not want to accept these Terms & Conditions for any reason, then I must not register for, access or use PROVIDERnet or my PROVIDERnet account, whether to submit Claims to Pacific Blue Cross or otherwise.
These Terms & Conditions may be updated from time to time by Pacific Blue Cross in its sole discretion. I agree to review these Terms & Conditions periodically and before using PROVIDERnet or my PROVIDERnet account. My continued use of PROVIDERnet or my PROVIDERnet account, will constitute my acceptance of and agreement to any changes.
PLEASE READ CAREFULLY IN ORDER TO COMPLETE THE PROVIDERnet REGISTRATION PROCESS OR TO SUBMIT A CLAIM TO PACIFIC BLUE CROSS ON BEHALF OF A MEMBER:
1. Definitions
In these Terms & Conditions, the following words are defined as follows:
“Administrator” means an individual who is employed by or otherwise authorized by a Provider to accept these Terms & Conditions, register for a PROVIDERnet account, use PROVIDERnet or PROVIDERnet account information and submit Claims, in each case on behalf of the Provider.
“Applicable Laws” means any applicable: (a) statute, law, regulation, principle of common or civil law or equity, rule, municipal by-law, or other requirement having the force of law; and (b) bylaw, policy, practice, standard, code of ethics or conduct, and guideline of any body, board, agency, college or council responsible for the licensing and regulation of services provided by a Practitioner in the jurisdiction where such services are or will be provided.
“Blue Advantage Program” means any and all arrangements between PBC and certain Providers of Equipment and Equipment Services, whereby these Providers offer discounts or cash rebates to Members for purchases of Equipment or Equipment Services.
“Claim” means a request for reimbursement of the Eligible Expense portion of an expense submitted on behalf of a Member.
“Eligible Expense” means a charge incurred by a Member for Services or Equipment covered under that Member’s Policy as a benefit.
“Equipment” means equipment, products or supplies purchased by a Provider on behalf of a Member or by a Member from a Provider.
“Equipment Services” means any service that directly relates to acquiring, delivering or using Equipment.
“Governmental Authority” means any applicable federal, provincial, territorial, regional, municipal or local government or governmental authority, quasi-governmental authority, regulatory organization, commission, board, tribunal, or any administrative or other agency or any political or other subdivision, department or branch of any of the foregoing.
“I”, “me” or “my” when used in these Terms & Conditions means, as applicable, the Provider, Practitioner or, on behalf of the Provider, the Administrator who wishes to register for, access or use a PROVIDERnet account or to submit a Claim to Pacific Blue Cross.
“Member” means the primary individual eligible under a Policy to be reimbursed for Eligible Expenses and the dependents of such individual who are eligible under such individual’s Policy to be reimbursed for Eligible Expenses.
“Pay Provider Authorization Form” means the form located at the following link: https://www.pac.bluecross.ca/pdf-bin/providernet/0670.030_PAY_PROVIDER_AUTHORIZATION.pdf.
“Person” includes any individual, corporation, limited liability company, unlimited liability company, body corporate, partnership, limited liability partnership, firm, joint venture, syndicate, association, capital venture fund, trust, trustee, executor, administrator, legal personal representative, estate or Governmental Authority.
“Personal Information” has the meaning set out in Applicable Laws, including the Personal Information Protection Act, SBC 2003, c.63, the Freedom of Information and Protection of Privacy Act, RSBC 1996 c.165 and the Personal Information Protection and Electronic Documents Act, SC 2000 c.5, and includes information about an identifiable individual.
“Policy” means an individual, group or government funded benefit contract insured or administered by Pacific Blue Cross.
“Practitioner” means an individual who is licensed or registered in accordance with Applicable Laws to provide certain services to the public, and who is registered with, or in the process of being registered with, Pacific Blue Cross to provide Practitioner Services.
“Practitioner Services” means any services provided directly by a Practitioner to one Member.
“Prescriber” means an individual authorized in accordance with Applicable Laws to issue a Prescription.
“Prescription” means a written order for the use by a Member of a drug, Equipment or Service issued by a Prescriber.
“Provider” means a Person who registers for a PROVIDERnet account and who receives or will receive payments in respect of Claims for Eligible Expenses from Pacific Blue Cross on behalf of Members, and for greater certainty a Provider who is an individual may also be a Practitioner.
“Services” means Equipment Services and Practitioner Services.
“Spouse” means one individual legally married to one other individual or one individual who has been living with one individual in a common-law relationship for at least one (1) year and who is publicly represented as such individual’s spouse.
“Supporting Documents” means all documents, records and information arising from or related to a Claim, including treatment plans, invoices, receipts, appointment records, prescriptions, Member charts, inventory management records, Provider personnel and Practitioner scheduling records, Prescriptions, and Personal Information.
2. PROVIDERnet Account Registration
(a) I represent and warrant that:
(i) I am a Provider, Administrator or Practitioner;
(ii) If I am an Administrator, I have full capacity and authority to accept these Terms & Conditions on behalf of a Provider;
(iii) If I am a Provider, I have full capacity and authority to accept these Terms & Conditions, and I have obtained and maintain in good standing all necessary licences and consents in accordance with Applicable Laws to provide Services or Equipment at my place of business on the date which such Services or Equipment are provided;
(iv) If I am a Practitioner, I have full capacity and authority to accept these Terms & Conditions, and I have obtained and maintain in good standing all licences, credentials, professional standing, permissions, authorizations, consents, and permits required to provide Practitioner Services or Equipment in accordance with Applicable Laws.
(v) All Services or Equipment in connection with a Claim were provided, performed or delivered in accordance with Applicable Laws; and
(vi) All information disclosed by me to Pacific Blue Cross is accurate and complete in all material respects.
(b) Pacific Blue Cross reserves the right to decline, in its sole discretion, any request to register for a PROVIDERnet account, to register a Practitioner with PROVIDERnet, or to add a Practitioner to an existing PROVIDERnet account. If my request for registration is accepted by Pacific Blue Cross, I will only use or access PROVIDERnet or my PROVIDERnet account in accordance with these Terms & Conditions.
(c) I will provide notice to Pacific Blue Cross: (i) within no later than 30 days if any of the following occur: (A) a Practitioner is no longer employed by a Provider or is no longer providing services to a Provider as an independent contractor; (B) a Practitioner or Provider is no longer qualified or registered to provide Services or Equipment in accordance with Applicable Laws; or (C) a Practitioner has had limits or conditions placed on their ability to provide Practitioner Services or Equipment under Applicable Laws; and (ii) at least seven (7) business days prior to: (D) a change of control of at least 50% of the voting shares or ownership of a Provider (a “Transfer of Ownership”); (E) a sale of all or substantially all of the assets and undertaking of a Provider (a “Transfer of Assets”) or (F) a Provider ceases, or threatens to cease, to provide Equipment or Services at the Provider’s place of business for 30 consecutive days or more (a “Closure”).
3. Account and Credentials
I acknowledge and agree that:
(a) Any username, password or other piece of information chosen by me or provided to me to access my PROVIDERnet account (collectively, “Credentials”) must be treated as confidential and must not be disclosed to any other Person;
(b) I must exercise caution when accessing my PROVIDERnet account so that others are not able to view or record my Credentials or other Personal Information;
(c) My Credentials are personal to me and I must not provide any other Person with access to PROVIDERnet or my Credentials;
(d) I must log out of my PROVIDERnet account at the end of each session;
(e) I must notify Pacific Blue Cross immediately of any unauthorized use of my Credentials or unauthorized access to PROVIDERnet, or any other breach of security of computer hardware or software, including Third-Party Software, that I have knowledge of; and
(f) I am responsible for any misuse of or unauthorized access to my PROVIDERnet account, and for all activities that occur using my Credentials.
4. Termination and Suspension
(a) Pacific Blue Cross reserves the right, in its sole discretion and without prior notice, to disable, suspend or terminate my PROVIDERnet account or my access to PROVIDERnet:
(i) if Pacific Blue Cross reasonably believes any Claims may be related to fraud, criminal conduct or wilful misconduct by me, whether acting alone or together with others;
(ii) if Pacific Blue Cross reasonably believes that I have breached any of these Term & Conditions;
(iii) if Pacific Blue Cross reasonably believes that my conduct may jeopardize the security or functionality of PROVIDERnet or other users’ access to PROVIDERnet; or
(iv) with immediate effect upon the occurrence of a Transfer of Ownership, Transfer of Assets or Closure, unless Pacific Blue Cross has provided its prior written consent.
(b) Pacific Blue Cross reserves the right to disable, suspend or terminate my PROVIDERnet account or my access to PROVIDERnet on at least 30 days prior written notice of termination from Pacific Blue Cross.
(c) Pacific Blue Cross reserves the right to disable, suspend or terminate a Practitioner or Provider’s PROVIDERnet account or access to PROVIDERnet upon receipt by Pacific Blue Cross of notice pursuant to Section 2(c)(i).
5. Privacy and Confidentiality
I acknowledge and agree that:
(a) From time to time, Pacific Blue Cross may disclose or make available to me information about its business, affairs, products, services, confidential intellectual property, third-party confidential information and other sensitive information, whether or not marked as “confidential” (collectively, “Confidential Information”), provided that Confidential Information does not include information that was already in my possession at the time of disclosure, is subsequently obtained by me on a non-confidential basis from a third party or is or becomes available to the general public, except through my acts or omissions, and I agree not to disclose any Confidential Information to any third party without the prior written consent of Pacific Blue Cross or, with prior notice to Pacific Blue Cross, except to the extent required under Applicable Laws;
(b) I must comply with Applicable Laws governing the collection, use, disclosure and retention of Personal Information;
(c) I must use reasonable security arrangements consistent with the sensitivity of the Personal Information collected from or about Members to prevent unauthorized access, collection, use, disclosure, copying, modification or disposal of such Personal Information;
(d) All necessary consents, authorizations and approvals required under Applicable Laws must be obtained before I disclose any Personal Information to Pacific Blue Cross;
(e) I consent to the collection, use and disclosure of my Personal Information for the purposes of: (i) registering and maintaining a PROVIDERnet account, and (ii) assessing or processing Claims on behalf of Members including, without limitation, information required to facilitate payment, such as direct deposit banking information;
(f) I will only store, access and disclose Personal Information collected from or about Members within Canada; and
(g) I will immediately (and not more than seventy two (72) hours) after becoming aware of any actual or potential theft, loss or unauthorized access, use, disclosure, or destruction of Personal Information collected from or about Members or Confidential Information that I become aware of (in each case, a “Data Breach”) report to Pacific Blue Cross any fact, circumstances, incident, report or event in connection with a Data Breach. I will provide to Pacific Blue Cross all relevant information in my custody or control regarding a Data Breach together with ongoing reports and updates on such Data Breach until such Data Breach has been remedied and any obligations under Applicable Laws with respect to such Data Breach have been fulfilled, in each case to the satisfaction of Pacific Blue Cross.
6. Submitting a Claim Using Third-Party Software
Pacific Blue Cross permits me to submit Claims using certain third-party software (“Third-Party Software”) subject to the following terms and conditions:
(a) Before submitting any Claims using Third-Party Software, I must in accordance with Applicable Laws obtain the written consent of each Member to disclose their Personal Information to the licensor of such Third-Party Software;
(b) I must, within twenty-one (21) days of a request from Pacific Blue Cross, provide evidence of such written consent to Pacific Blue Cross; and
(c) I must comply with these Terms & Conditions, and any terms and conditions applicable to my access and use of Third-Party Software, including any third-party licence terms.
7. Pacific Blue Cross Member Consent
I acknowledge and agree that:
(a) Before submitting a Claim online via PROVIDERnet or Third-Party Software to Pacific Blue Cross, I must obtain a signed Pay Provider Authorization Form from the Member;
(b) I must provide, within twenty-one (21) days of a request from Pacific Blue Cross, a copy of the Member’s signed Pay Provider Authorization Form; and
(c) I must retain the Member’s signed Pay Provider Authorization Form for a minimum of five (5) years from the last date that a Claim is submitted to Pacific Blue Cross on behalf of the Member.
8. Claims Submission
I acknowledge and agree that:
(a) Claims must only be submitted to Pacific Blue Cross after Equipment or Services are provided to a Member and Claims must be submitted to Pacific Blue Cross no later than two (2) months after Equipment or Services are provided to a Member;
(b) Pacific Blue Cross will pay the Provider by direct deposit based on the bank account information provided by the Provider or the Administrator to Pacific Blue Cross via PROVIDERnet;
(c) I cannot charge any fee to Members for submitting Claims to Pacific Blue Cross, or increase or vary any fees for Practitioner Services based on the existence of, or the amount of coverage under, a Member’s Policy;
(d) Pacific Blue Cross is not liable to reimburse me for any expense or portion of an expense that is not an Eligible Expense;
(e) Members are solely responsible for payment to the Provider of any expense or portion of an expense that is not an Eligible Expense, and the Provider will be solely responsible for collecting such amounts from such Members;
(f) Any Supporting Document prepared or provided to Pacific Blue Cross in connection with a Claim must: (i) contain an accurate and complete account of the applicable Services or Equipment (ii) be accurate and complete in all material respects, and (iii) be prepared in accordance with Applicable Laws;
(g) Pacific Blue Cross reserves the right to refuse Claims submitted by me if Pacific Blue Cross reasonably believes: (i) fraud, criminal conduct or wilful misconduct occurred or may occur by me, whether acting alone or together with others, or (ii) a breach of these Term & Conditions occurred or may occur;
(h) I will use best efforts not to submit a Claim: (i) for Equipment or Services provided to myself, to a Member who is a Spouse, child, parent or sibling of a Provider or a Practitioner, or to an individual who is ordinarily a resident in the home of a Provider or a Practitioner; (ii) that exceeds the amount charged to a Member by the Provider for the Equipment or Services that are the subject of the Claim; (iii) for Services provided to more than one Member at the same time; (iv) for time spent communicating with a Member by telephone or email communications; (v) for missed or cancelled appointment fees or other administrative fees charged by a Practitioner or Provider to a Member; (vii) for Equipment or Services cancelled by the Member; (viii) for Equipment if the Member does not accept delivery; (ix) if for any reason the Equipment or Services were not provided to a Member; (x) for Equipment or Services provided in violation of Applicable Laws; and (xi) for any amount that is or will be paid for by a Person other than Pacific Blue Cross, including without limitation the provincial health care system, a private insurance company or any other Governmental Authority, including the Insurance Corporation of British Columbia, WorkSafe BC or any other liable third party; and
(i) I will use best efforts to submit Claims in accordance with the Canadian Life & Health Insurance Association guidelines for the coordination of benefits located at the following link: https://www.clhia.ca/web/clhia_lp4w_lnd_webstation.nsf/page/28DE0F1EE2ACED4285257841005B27F8!OpenDocument.
9. Refunds, Rebates and Discounts
I acknowledge and agree that:
(a) If Pacific Blue Cross has paid a Provider for any Equipment and the Provider receives a refund or rebate from a vendor for such Equipment, then the Provider must, within thirty (30) days of receipt of such refund or rebate, pay the amount of such refund or rebate to Pacific Blue Cross (up to the amount that Pacific Blue Cross paid to the Provider for such Equipment); and
(b) The cost of Equipment or Services must not differ between customers of the Provider or Practitioner who are a Member or who are not a Member, save and except for the cost of any Equipment or Services under the Blue Advantage Program. If a Provider or Practitioner provides a discount for Equipment or Services to customers who are not Members, then the same discount must apply to Equipment or Services provided to a Member.
10. Prescriptions
I acknowledge and agree that:
(a) Unless otherwise provided in the applicable Member’s Policy or in any directives established or administered by Pacific Blue Cross:
(i) if an expense for Equipment or Services that is the subject of a Claim is an expense that is eligible for a medical expense tax credit under subsection 118.2 of the Income Tax Act (Canada) and subsection 118.2(2) requires a Prescription in order for the expense to be eligible for the purposes of claiming the medical expense tax credit, then a Prescription will also be required for the same expense to qualify as an Eligible Expense; and
(ii) if a Prescription is required under any other applicable Canadian law, including any provincial or territorial health legislation, regulation, or professional standard governing the lawful provision of Equipment or Services that are the subject of a Claim, then a Prescription will be required for an expense for such Equipment or Services to qualify as an Eligible Expense.
(b) It is the responsibility of the Provider or Practitioner to determine whether a Prescription is required to qualify an Eligible Expense that is the subject of a Claim.
(c) Where a Prescription is required to qualify an Eligible Expense, the Provider or Practitioner must have the Prescription in its possession before providing the Equipment or Services to the Member that are the subject of a Claim, and before submitting the Claim. The Prescription must: (i) be signed by the Prescriber; and (ii) unless otherwise stated on the Prescription, be dated within one year of the date the Equipment or Service is provided to the Member.
11. Audit Rights and Obligations
I acknowledge and agree, that five (5) years after a Claim is submitted by me:
(a) I must retain complete, accurate, unaltered and original Supporting Documents;
(b) Whether or not Pacific Blue Cross pays any money to a Provider in connection with a Claim, Pacific Blue Cross reserves the right to audit, review or copy the Supporting Documents, or any other information Pacific Blue Cross considers necessary, to verify if a Claim is for an Eligible Expense, and to verify my compliance with these Terms & Conditions (collectively, an “Audit”);
(c) I must cooperate with Pacific Blue Cross in conducting such Audit, including: (i) within twenty-one (21) days of receipt of a request by Pacific Blue Cross, providing to Pacific Blue Cross complete, accurate, unaltered and original Supporting Documents or other information requested by Pacific Blue Cross, (ii) on at least fourteen (14) days prior notice to the Provider or, if Pacific Blue Cross reasonably believes the Provider will not cooperate with an Audit, without prior notice, provide access to Pacific Blue Cross to the Provider’s place of business during normal business hours to inspect and audit Supporting Documents or other information requested by Pacific Blue Cross; and
(d) The failure of Pacific Blue Cross to notify me of a breach of these Terms & Conditions identified during an Audit hereunder is not a waiver of any claim by Pacific Blue Cross against me.
Without limiting PBC’s rights under Section 4, I also acknowledge and agree that Pacific Blue Cross reserves the right to disable or suspend my PROVIDERnet account or my access to PROVIDERnet, in its sole discretion and without prior notice, for the duration of any Audit.
I AGREE TO WAIVE AND HOLD HARMLESS PACIFIC BLUE CROSS, ITS SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS (COLLECTIVELY, THE “PBC PARTIES”) FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY PACIFIC BLUE CROSS RELATING TO OR ARISING FROM ANY AUDIT BY PACIFIC BLUE CROSS.
12. Obligation to Report Member Fraud or Misconduct
I acknowledge and agree that I will immediately (and not more than seventy two (72) hours) after becoming aware of any actual or potential Claims that may be related to fraud, criminal conduct, wilful misconduct or a breach of these Terms & Conditions, whether by an Administrator, Practitioner, Provider, Member or another Person, and whether acting alone or together with others (collectively, “Fraudulent Claims”) report to Pacific Blue Cross any fact, circumstances, incident, report or event in connection with a Fraudulent Claim. I will provide to Pacific Blue Cross all relevant information in my custody or control regarding a Fraudulent Claim together with ongoing reports and updates on such Fraudulent Claims until such Fraudulent Claims are investigated and resolved, in each case to the satisfaction of Pacific Blue Cross.
13. Right to Recover Ineligible Expense from Provider
I acknowledge and agree that:
(a) If Pacific Blue Cross determines that money paid to a Provider in connection with a Claim was not to reimburse an Eligible Expense or in connection with a Claim arising from or related to a breach of these Terms & Conditions (in each case, an “Ineligible Expense”), then the amount of such Ineligible Expense will be a debt subject to recovery by Pacific Blue Cross and the Provider must pay the full amount of such Ineligible Expense to Pacific Blue Cross within thirty (30) days of receipt of a request from Pacific Blue Cross to pay the Ineligible Expense, or such other time agreed to in writing by Pacific Blue Cross and such Provider;
(b) Pacific Blue Cross may, by notice to the Provider, elect to set-off all or part of an Ineligible Expense against money payable by Pacific Blue Cross to the Provider for Eligible Expenses that have not yet been paid to the Provider by Pacific Blue Cross; and
(c) If I do not cooperate with an Audit in accordance with Section 11, or provide Supporting Documents or other information requested by Pacific Blue Cross in accordance with Section 11, then Pacific Blue Cross may, by notice to the Provider, deem that money paid by Pacific Blue Cross to the Provider was an Ineligible Expense. In which case the amount of such Ineligible Expense will be a debt subject to recovery by Pacific Blue Cross and the Provider must pay the full amount of such Ineligible Expense to Pacific Blue Cross in accordance with Section 13(a) or, to the extent applicable, Section 13(b).
14. Intellectual Property
I acknowledge and agree that:
(a) PROVIDERnet and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement (collectively, “IP”) are owned by Pacific Blue Cross, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights; and
(b) My use of any IP, except as expressly authorized in writing by Pacific Blue Cross, constitutes an infringement or violation of the rights of the IP owner, may be a violation of Applicable Laws and could subject me to legal action.
15. DISCLAIMER OF WARRANTIES
I UNDERSTAND AND AGREE THAT MY USE OF PROVIDERnet, ITS CONTENT, AND ANY SERVICES OR RESOURCES FOUND OR ATTAINED THROUGH PROVIDERnet OR MY PROVIDERnet ACCOUNT IS AT MY OWN RISK. PROVIDERnet, ITS CONTENT, AND ANY SERVICES OR RESOURCES FOUND OR ATTAINED THROUGH PROVIDERnet OR PROVIDERnet ACCOUNTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAWS.
NEITHER PACIFIC BLUE CROSS OR THE PBC PARTIES MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF PROVIDERnet OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER PACIFIC BLUE CROSS NOR THE PBC PARTIES REPRESENT OR WARRANT THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR RESOURCES FOUND OR ATTAINED THROUGH PROVIDERnet OR PROVIDERnet ACCOUNTS WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT PROVIDERnet OR THE SERVER THAT MAKES PROVIDERnet AND PROVIDERnet ACCOUNTS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
16. LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAWS, UNDER NO CIRCUMSTANCE WILL PACIFIC BLUE CROSS OR THE PBC PARTIES BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF PACIFIC BLUE CROSS OR A PBC PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH MY USE, OR INABILITY TO USE, OR RELIANCE ON, PROVIDERnet, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON.
17. Indemnification
I acknowledge and agree to defend, indemnify and hold Pacific Blue Cross and the PBC Parties harmless from any and all liabilities, costs and expenses, including reasonable legal fees, related to any breach of these Terms & Conditions by me, any Claims submitted by me, or in connection with my use of PROVIDERnet or my PROVIDERnet account.
18. General Terms
I acknowledge and agree that:
(a) For the purposes of these Terms & Conditions and except as otherwise expressly provided herein or unless there is something in the subject matter or context inconsistent therewith: (i) all references in these Terms & Conditions to a designated “Section” is to the designated section of these Terms & Conditions; (ii) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to these Terms & Conditions as a whole and not to any particular Section, or other subdivision; (iii) the singular of any term includes the plural and vice versa, and the use of any gendered term (whether masculine, feminine or neuter) is equally applicable to any other gender; (iv) the word “or” is not exclusive and the word “including” is not limiting; (v) any reference to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented or modified from time to time to the extent permitted by the provisions thereof; (vi) any reference to a statute includes and is a reference to such statute and to the regulations made pursuant thereto with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which have the effect of supplementing or superseding such statute or such regulations; (vii) any reference to a corporate entity includes and is also a reference to any corporate entity that is a successor to such entity; and (viii) all references to money in these Terms & Conditions are to lawful money of Canada. These Terms & Conditions shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in these Terms & Conditions are inserted for convenience or reference only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of these Terms & Conditions or any provision of these Terms & Conditions;
(b) Time is of the essence in these Terms & Conditions;
(c) These Terms & Conditions, constitute the sole and entire agreement between Pacific Blue Cross and I with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter;
(d) Any notice, consent or other communication required or permitted under these Terms & Conditions must be in writing and may be delivered:
(i) to Pacific Blue Cross by mail, courier, or email at the mailing address or email address set out on Pacific Blue Cross’s official website, or through any online submission form provided on Pacific Blue Cross’s website for that purpose; and
(ii) to me by mail, courier, or email at the mailing address or email address provided by me to Pacific Blue Cross.
Any notice, consent or other communication under these Terms & Conditions will be effective (A) on the next business day after the date sent, if sent by recognized overnight courier, (B) on the date sent, if sent by email during normal business hours, and on the next business day if sent after normal business hours, or (C) on the third day after the day mailed with postage prepaid. Either Pacific Blue Cross or I may change our contact information for communication purposes under these Terms & Conditions by giving written notice in accordance with this Section.
(e) If any term or provision of these Terms & Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability does not affect any other term or provision of these Terms & Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction;
(f) No waiver by Pacific Blue Cross of any of the provisions of these Terms & Conditions is effective unless explicitly set forth in writing by Pacific Blue Cross. Except as otherwise set forth in these Terms & Conditions, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms & Conditions operates as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege in these Terms & Conditions preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege;
(g) I must not assign any of my rights or obligations under these Terms & Conditions, without the prior written consent of Pacific Blue Cross;
(h) These Terms & Conditions are binding on and enure to the benefit of each of Pacific Blue Cross and I, and our respective heirs, successors, personal representatives and permitted assigns, as applicable;
(i) I will execute all further documents and take all further actions as may be reasonably necessary or appropriate to give effect to these Terms & Conditions;
(k) All issues and questions concerning the application, construction, validity, interpretation, and enforcement of these Terms & Conditions are be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to any choice of law provision or rule (whether of the Province of British Columbia or any other jurisdiction);
(l) Any action or proceeding seeking to enforce any provision of or based on any matter arising out of or in connection with, these Terms & Conditions or the transactions contemplated hereby, whether in contract, tort or otherwise, must be brought in the courts of the Province of British Columbia, and I irrevocably submit to the exclusive jurisdiction of such court in any such action or proceeding. I irrevocably waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding in any such court has been brought in an inconvenient form; and
(m) I expressly acknowledge and agree that I have: (i) read and fully understand the contents of these Terms & Conditions in their entirety; (ii) the right to obtain independent legal advice prior to accepting these Terms & Conditions and have had a reasonable opportunity to do so; and (iii) either obtained independent legal advice with respect to these Terms & Conditions or declined to seek such advice.
I Agree:
I HAVE READ, UNDERSTOOD AND I AGREE TO ALL OF THE ABOVE TERMS & CONDITIONS