ACCREDITATION TERMS & CONDITIONS
INTRODUCTION
These terms and conditions (“Terms and Conditions”) shall govern the provision of accreditation and related services from the American Association for Accreditation of Ambulatory Surgery Facilities, Inc. doing business as QUAD A (“QUAD A”), including without limitation the use of QUAD A’s proprietary facility communication platform (the “Portal”).
Please read these Terms and Conditions carefully, as they contain important information regarding the legal rights, remedies, and obligations. QUAD A policies and procedures referenced herein (including by URL link) are hereby incorporated by reference and made a part hereof and may be updated, modified or replaced by QUAD A at any time. By applying for Accreditation, renewing Accreditation, continuing to participate in the Accreditation process, and/or utilizing and accessing the Portal, you, on behalf of the Facility, accept these Terms and Conditions in their entirety, and represent and warrant to QUAD A that you have the authority to bind the Facility hereto. Accordingly, if you disagree with these Terms and Conditions or any part of these Terms and Conditions, you nor the Facility should participate in any Program and must decline these Terms and Conditions when the opportunity is presented to you. Capitalized terms used herein shall have the meaning ascribed to them in the Glossary hereto.
QUAD A ACCREDITATION PROGRAM PARTICIPATION TERMS
QUAD A operates one or more voluntary accreditation Programs for Facilities identified in the program description (each a “Program”, collectively the “Programs”), which can be found HERE. QUAD A’s Programs are designed to improve patient safety while being reflective of the operational burdens such requirements place on the Facility and recognizing the innovative and flexible manner in which Facilities may achieve and maintain compliance. Any Facility may be required to fulfill the requirements of multiple Programs in the event that such Facility provides services that fall under more than one Program. Program Requirements (as defined below) are subject to change in QUAD A’s sole discretion, including without limitation the elimination or combination of Programs.
ACCREDITATION AND RENEWAL OF ACCREDITATION – OVERVIEW
Facilities seeking or continuing QUAD A Accreditation must comply with all of the requirements listed in the applicable standards manual in effect at the time of survey and comply with all requests for submission of documents such as records, logs, policies, procedures, or training records (the foregoing, collectively, “Survey Requirements”). In addition, accredited Facilities are expected to maintain on going compliance with the applicable standards manual(s) then in effect, all reporting requirements, payment deadlines, or temporary requirements (such as in response to a public health emergency) (collectively with the Survey Requirements, “Program Requirements”). All Program Requirements can be found HERE.
Program Requirements (including the elimination or combination of Programs) are subject to change in QUAD A’s sole discretion. It is the responsibility of the Facility to ensure compliance with the Program Requirements as in effect during the entire period in which the Facility seeks to obtain or maintain Accreditation from QUAD A. QUAD A informs the public of updates to Program Requirements and the corresponding implementation dates by publishing notice of such updates on the QUAD A website and other means, including without limitation here. As to compliance with Program Requirements, QUAD A does not “grandfather” or exempt compliance with standards based on the original date upon which the Facility became Accredited. Failure to remain compliant with all Program Requirements in effect may result in an Adverse Accreditation Decision.
COMMUNICATION WITH QUAD A – FACILITY OBLIGATIONS
The Facility must, at all times, maintain a monitored email account through which to receive communications from QUAD A, many of which will require timely response. Failure to meet any deadlines due to unprocessed electronic communications on the part of the Facility may result in an Adverse Accreditation Decision. Facilities are encouraged to routinely monitor if communications from QUADA or an @quada.org domain are being improperly marked as spam, junk or otherwise being diverted.
QUAD A ACCREDITATION PROCESS – SURVEYS
Prior to being granted Accreditation (whether initially or thereafter), the Facility must complete an on-site survey, performed by a QUAD A assigned QUAD A Surveyor, and complete any Post-Survey Processes required. Surveys will be conducted in accordance with the Survey Requirements of the applicable Program for which the Facility seeks Accreditation. Surveys are unannounced (unless otherwise communicated by QUAD A) but will take place during the Facility’s normal hours of operation as indicated on the Accreditation Application. To be Accredited by QUAD A, the Facility must meet every standard for its applicable Program. Failure to provide the QUAD A Surveyor with requested access to the Facility (including active operating rooms when required for the Program survey), and/or documentation, including without limitation medical records, peer review documentation, and patient safety data reports, or otherwise impeding the QUAD A Surveyor’s ability to thoroughly and completely conduct the survey may result in an Adverse Accreditation Decision, including denial of an Accreditation Application or revocation of existing Accreditation.
The QUAD A Surveyor will preliminarily review any deficiencies with the Facility Director (or the Facility Director’s designee if the Facility Director is unavailable for the exit conference) and submit the Survey Report to QUAD A for review and a final decision regarding Accreditation. Such preliminary review review may be in summary form or an itemized review, in the QUAD A Surveyor’s discretion. Following QUAD A’s internal review of the Survey Report, QUAD A will send the Facility the final report detailing the SoD(s), which may attribute deficiencies to other or different standards, or elevate or decrease the severity of any finding from the original Survey Report, in QUAD A’s sole discretion.
The Facility must submit its PoC, addressing each cited deficiency and must provide EoC for each citation in order to demonstrate that the Facility has achieved compliance with all Program Requirements. PoCs and EoC’s must be received and accepted by QUAD A in the timeframes set by QUAD A for the applicable Program in which the Facility seeks to be Accredited. Failure to meet such deadlines may result in an Adverse Accreditation Decision, including denial of an Accreditation Application or revocation of existing Accreditation.
In addition to on-site surveys for Accreditation, Program Requirements may require a Facility to conduct annual self-surveys. The Facility is responsible for retaining the results of its self-survey and documenting an acceptable PoC and EoC for each self-identified SoD. The Facility must retain, or submit to the QUAD A if so communicated by QUAD A, the completed self-evaluation, PoC, and EoC report as a condition for continued Accreditation in accordance with the timelines set forth in the Program Requirements. The self-survey attestation must be submitted to QUAD A within the timelines set forth in the Program Requirements. Failure to satisfactorily complete a self-survey may result in an Adverse Accreditation Decision.
SURVEYOR ASSIGNMENT POLICY
QUAD A reasonably endeavors to avoid conflicts of interest or the appearance of conflicts of interest in QUAD A Surveyor assignment. Where permitted by Program Requirements, Facility may refuse a QUAD A Surveyor assignment due to a conflict of interest or other specified reason that a Facility believes may impact the Facility’s ability to receive an objective survey. QUAD A will allow a total of two QUAD A Surveyor refusals, but the third QUAD A Surveyor assignment may not be challenged. The conflict of interest must be communicated to the QUAD A scheduling representative in writing by the Facility as soon as practicable following QUAD A Surveyor assignment (when permitted by the Program Requirements), and in any event prior to beginning the survey. Where the Program Requirements permit QUAD A to provide the Facility with advance notice of the QUAD A Surveyor assignment, any on-site refusal of a survey due to QUAD A Surveyor assignment due to a conflict of interest, without prior notice to QUAD A, may result in the Facility being charged for the costs QUAD A has already incurred in association with the survey, including but not limited to travel, hotel, or personnel costs.
For the avoidance of doubt, this section does not apply where Program Requirements (including, without limitation, Medicare) prohibit the refusal of a survey.
SURVEY PARTICIPANTS
Only authorized persons may participate in the survey on behalf of the Facility. For the purposes of this section “authorized persons” means employed staff or contracted agents that regularly provide care or administrative duties in the Facility, and specifically do not include consultants or product, device, or pharmaceutical representatives. The foregoing prohibited persons may not actively participate in the survey or correspond with the QUAD A Surveyor on the Facility’s behalf. The Survey Requirements require that authorized persons to be able to demonstrate and communicate compliance with the Program Requirements, including the ability to locate information and resources. The QUAD A Surveyor may, in the QUAD A Surveyor’s sole discretion, determine whether someone is an authorized person and request that any person present during the survey process who is disruptive, interfering or otherwise attempting to improperly influence the conduct of the survey be excused.
ACCREDITATION NOTIFICATION AND CERTIFICATE
Following successful completion of survey and Post-Survey Process, the Accreditation Committee will make a determination regarding Accreditation of the Facility. If granted, Accreditation will remain effective for a period of three (3) years, unless preempted by legal or regulatory requirements and subject to the imposition of any Adverse Accreditation Decision by QUAD A due to the Facility’s failure to comply with all Program Requirements at all times. If granted Accreditation, the Facility is provided formal notification and a certificate stating the Facility’s Accreditation start date and expiration date, which QUAD A encourages Facilities to display to the Public while Accreditation is effective. Program-specific processes may impact the issuance and/or timing of notification of Accreditation, and may be delayed or prevented due to factors beyond QUAD A’s control such as a Facility’s Medicare enrollment, where applicable.
INVESTIGATIONS
QUAD A may conduct an investigative survey as a result of a complaint or other report from any source suggesting noncompliance, including but not limited to media reports, complaints, adverse event reports, patient death reports, or referrals from government agencies. Investigative surveys are unannounced and associated fees may apply. The investigative survey and corrective action procedures for the applicable Program can be found HERE. Investigative surveys may result in an Adverse Accreditation Decision, including without limitation revocation of Accreditation.
OTHER SURVEYS AND SURVEY PERSONNEL
Program Requirements may permit and/or require additional or specific survey’s to be conducted by QUAD A as a condition of Accreditation, including without limitation Validation Surveys, Life Safety Code Surveys (for Medicare Programs) and/or follow-up or re-surveys. Please consult the applicable Program Requirements for additional information on these surveys.
Any QUAD A Surveyor conducting any survey may be accompanied by QUAD A representatives or representatives of QUAD A’s regulatory partners, such as representatives of the Centers for Medicare and Medicaid Services (CMS) or state or local health and safety regulatory bodies. Failure to provide such observers with requested access to the Facility (including active operating rooms when required under the Program’s Survey Requirements), and/or necessary documentation, or other impediment to the observer’s ability to accompany and observe the QUAD A Surveyor thoroughly and completely may result in an Adverse Accreditation Decision, including denial of an Accreditation Application or revocation of existing Accreditation.
DISPUTING DEFICIENCIES
All deficiencies identified by QUAD A Surveyors during any onsite survey must be corrected by the Facility with a written PoC and subsequent EoC submitted for approval. However, if the Facility reasonably believes that a deficiency identified by the QUAD A Surveyor during the survey may have been compliant at the time of the survey, but miscommunicated to the QUAD A Surveyor, then the Facility may submit evidence showing how compliance was maintained during the survey and any evidence that the compliance was not observed or overlooked by the QUAD A Surveyor. QUAD A will not consider disputes as to the severity of findings nor where interpretation and discretion is involved. Additionally, where changes could be readily made after the survey, QUAD A will consider the evidence provided to be an EoC, rather than a dispute and the deficiency will remain on the record (with appropriate notation as corrected). For the avoidance of doubt, a Facility’s timely responses to requests of the QUAD A Surveyor to demonstrate compliance is an essential Survey Requirement. Accordingly, it is the sole discretion of the QUAD A Surveyor as to whether any delay or gap in communication to the QUAD A Surveyor during the survey by the Facility is significant enough to warrant citation as a deficiency. A QUAD A Surveyor’s assessment of the Facility’s timeliness of response is not subject to dispute under this paragraph.
APPLICATION SUBMISSION AND PAYMENT TERMS
Each Facility must submit an Accreditation Application to initiate the process of obtaining Accreditation. QUAD A will not begin to process any application for Accreditation, whether initially or for seeking re-Accreditation until payment in full is received. An Accreditation Application (whether initially or thereafter) may be denied solely on the basis of failure to pay the applicable fees. Further, Accreditation Applications for which full payment has not been received within one hundred twenty (120) days of receipt will be disregarded, and a new Accreditation Application and payment in full will be required to seek Accreditation.
For Facilities seeking initial Accreditation, if Accreditation is denied or not obtained within one year of the date of receipt of the Accreditation Application, the Accreditation Application expires and no refunds will be issued. A new application and appropriate fee will be required to restart the process to seek Accreditation.
For new Facilities seeking initial Accreditation via a Start-Up Survey, if a subsequent Accreditation is denied or not obtained within six months of the date of receipt of the approval of the Start-Up survey, the Accreditation Application expires and no refunds will be issued. A new application and appropriate fee will be required to restart the process to seek Accreditation.
Fees may also be assessed for a class upgrade, facility expansion, renovation, addition of new specialty capabilities with attendant equipment, addition or change in staff or leadership, or any change in the Facility or its operations which QUAD A determines requires a survey to evaluate compliance with the applicable Program Requirements in order to maintain Accreditation.
ANNUAL BILLING
In addition to fees required to be submitted with the Accreditation Application, QUAD A’s prevailing published fees (which can be found HERE) apply to all Programs. Fees include an annual fee as well as survey fees, which are assessed every three years and whenever a new survey is required under the Program Requirements. A Facility’s first annual invoice is issued approximately six (6) months after initial Accreditation is granted (if granted). Thereafter, the Facility receives its invoice annually. Payment is due within 30 days of receipt of invoice. Any amount payable to QUAD A which is not paid by the invoice due date shall bear interest at a rate of 2% applied after 30 days and 60 days, or the maximum legal rate, whichever is less.
If the Facility’s account remains outstanding for 90 days or more from the invoice due date, QUAD A may place the Facility’s Accreditation on probation for 60 days. All outstanding balances and any additional fees must be paid in order for the probation on the Facility’s Accreditation to be removed. Failure to pay all amounts due and owing during the 60-day probation period may result in revocation of Accreditation.
Following revocation of Accreditation for failure to pay amounts owed to QUAD A, the Facility may reapply for Accreditation but must pay all fees in arrears as well as any new fees due in connection with seeking Accreditation again.
REFUNDS
Requests for refunds must be submitted on QUAD A’s form available HERE and signed by the Facility Director or the Facility Director’s designee. Refunds may be granted pursuant to QUAD A’s then in effect refund policy, which can be found HERE as applied and in QUAD A’s sole discretion.
ACCREDITATION INFORMATION CHANGES
As outlined in the Program Requirements, Facilities are required to notify QUAD A if they would like to:
- Change Accreditation Programs or Class
- Move to a new location
- Add or remove an extension location (OPT program only)
- Add or remove practitioners
- Undergo facility expansion or renovations
- Change the scope of services provided
- Change of owners or responsible parties such as Medical Director, Facility Director, or Clinic Administrator
These notifications will be reviewed and the Facility will be notified if an onsite survey is required in order to maintain the current Accreditation or if the change is cycle-interrupting and must be handled as a new application for billing and processing purposes. Following such determination by QUAD A, the Facility will be invoiced for the applicable fees (e.g. annual fees, and survey fee) based upon QUAD A’s then-published rates.
SURVEY CANCELLATION POLICY
In the instances where the Program Requirements permit that a survey be scheduled with advance notice, the Facility may provide written notice to QUAD A of its desire to cancel the scheduled survey. Fees may apply for cancellations within thirty (30) days or less of scheduled surveys. The policy for cancelation of such surveys can be found HERE.
Unannounced surveys cannot be rescheduled or canceled. Failure to allow an unannounced survey to be completed will result in the suspension of any existing Accreditation, denial of Accreditation, and/or the imposition of fees or fines as outlined in the applicable Program Requirements which can be found HERE.
PATIENT SAFETY DATA REPORTING (PSDR)
In order to remain Accredited, all Facilities must remain in compliance with the then-in-effect QUAD A Patient Safety Data Reporting (“PSDR”) requirements which can be found in the respective standards for the Program in which the Facility participates or seeks to participate. PSDR reporting format, deadlines, and criteria can be found in the QUAD A PSDR portal and THIS PAGE.
PEER REVIEW
Peer Review is a separate, required process from PSDR as identified with unique standards identified in the applicable Program Requirements. Peer Review is a Facility-based process in which two or more care providers discuss the conduct and progress of a case and determine potential changes in how the case might have been conducted. Peer Review is a requirement of Accreditation within certain Program Requirements that is part of the Facility’s quality assurance program. The occurrence of Peer Review meetings must be documented in the minutes of the quality assurance meetings.
REGULATORY COMPLIANCE
As a condition of Accreditation, the Facility must sign and submit a Director’s Attestation (or Clinic Administrator’s Attestation) confirming that the Facility meets all local, state, and federal regulations, since such governmental regulations may, in certain cases, be stricter and supersede QUAD A Program Requirements. Accreditation requires compliance with the stricter requirement—whether it is the federal, state, local, or QUAD A Program Requirements—as an element of compliance with Program Requirements. Additionally, as a Program Requirement, Facilities are expected to comply with the Facility’s internal policies and procedures, if more stringent than the Program Requirements. If the survey reveals noncompliance with a Facility policy or procedure, a Facility will be found to be noncompliant with Program Requirements.
ADVERSE ACCREDITATION DECISIONS
QUAD A has broad discretion as to the enforcement of compliance with all Program Requirements. The process by which QUAD A may take adverse action with respect to a Facility’s Accreditation is outlined in more detail in QUAD A’s Enforcement Policies which can be found HERE.
DENIAL OR LOSS OF ACCREDITATION; EMERGENCY SUSPENSION
Without limiting QUAD A’s discretion as outlined in the Enforcement Policies, QUAD A may issue an Adverse Accreditation Decision:
- Upon receiving information that a professional licensing authority has taken action or begun formal proceedings which may result in it taking action against a license held by a provider practicing at the Facility;
- Upon the Board of Directors determining that the Facility may no longer meet QUAD A Standards for Accreditation based upon factors that, in QUAD A’s sole discretion, cannot be corrected, including without limitation maintaining any providers who meet the personnel requirements for the applicable Program; or
- If for any other reason or by any means the Facility fails to meet the obligations of Accreditation, including but not limited to QUAD A learning that the Facility staff:
- Has had privileges to provide care or services restricted or limited by any hospital in which the licensee has privileges related in any way to lack of clinical competence, ethical issues, refusal to take emergency call, or professional problems other than perceived or real economic competition.
- Has been found to be in violation of the Code of Ethics of any professional society or association.
- Has had the right to provide care or services limited, suspended, terminated or otherwise affected by any state, providence, or country or if the licensee has been disciplined by any professional licensing authority.
- Non-reporting of any of the above.
APPEAL
Adverse Accreditation Decisions may be appealed as outlined in the Hearing Policy which is available HERE.
PROMOTING QUAD A ACCREDITATION
QUAD A encourages Accredited Facilities to promote their Accreditation by posting their certificate, advertising verbally, and the use of the QUAD A logo, consistent with the applicable Terms and Conditions of Use.
Facilities no longer Accredited, whether due to an Adverse Accreditation Decision or otherwise, must remove reference to being Accredited from its premises, publications, and digital presence within ten (10) days of the expiration or termination date of Accreditation.
QUAD A prohibits the promotion of Accreditation and any use of its name or logo when a Facility is not currently Accredited.
THIRD PARTY REPORTING, CONFIDENTIALITY, AND HIPAA COMPLIANCE
QUAD A maintains a record of any Accreditation actions or gaps in Accreditation for each Facility. Where required by law, or pursuant to QUAD A’s collaborative agreement with an applicable state agency or payer program in which the Facility does or seeks to participate, QUAD A may provide copies of such records, in its sole discretion. Nothing in this Paragraph is intended to or may be construed as to constitute a waiver of any applicable legal or statutory privilege available to QUAD A or Facility.
Without limiting the foregoing, each party agrees to otherwise keep confidential all information concerning the other party’s business or its ideas, products, customers, end users or services that could be considered to be Confidential Information. “Confidential Information” includes any information belonging to, or in the possession or control of, a party that is marked confidential or proprietary when disclosed to the other party, or, if orally disclosed, is documented in writing to the other party within ten (10) days of the date of disclosure identifying the disclosure as confidential. Confidential Information does not include any information in the public domain by means other than a breach of this provision by the receiving party, information independently developed by the receiving party, or if required by a court or governmental body to be disclosed; provided, however, that as to the latter, the owner of the Confidential Information is given notice of the requirement of such disclosure in a timely manner to permit the owner to challenge and/or restrict such disclosure.
Parties acknowledge and agree that the Accreditation process and Program Requirements may require access to “protected health information” as that term is defined under 45 C.F.R. § 160.103 and that disclosure of PHI to QUAD A is permitted under the Health Insurance Portability and Accountability Act of 1996, and the regulations promulgated pursuant thereto, as amended from time to time, (collectively, “HIPAA”) for purposes of Facility’s health care operations (as defined at 45 C.F.R. 164.501). In its receipt of PHI for this purpose, the Parties agree to enter into the Business Associate Agreement posted here, which is hereby incorporated by reference and made a part of this Agreement (the “BAA”).
The Parties further agree that information submitted to PSDR may constitute one or more limited data set which conforms with the requirements of 45 C.F.R. § 164.514(e)(2) (each a “Limited Data Set” and collectively, the “Limited Data Sets”). QUAD A’s use and disclosure of the Limited Data Sets shall be governed by the Data Use Agreement posted HERE, which is hereby incorporated by reference and made a part of this Agreement (the “DUA”). Facility acknowledges that the DUA includes permission for QUAD A to use and/or disclose the Limited Data Sets for Research purposes of QUAD A or third parties (provided QUAD A has complied with the requirements of the DUA with respect to disclosing Limited Data Sets to such third parties).
WARRANTY AND LIMITATION OF LIABILITY
QUAD A warrants that QUAD A’s services provided under these Terms and Conditions will be performed in a professional and workmanlike manner. Should you identify a failure of the services to conform to the foregoing warranty, you must notify QUAD A in writing within thirty (30) days after the defective services were performed. QUAD A’s sole and exclusive obligation, and your sole and exclusive remedy, in the event of a breach of the foregoing warranty shall be the re-performance of the services at no additional cost to you. THERE ARE NO REPRESENTATIONS, PROMISES, WARRANTIES OR UNDERSTANDINGS RELIED UPON BY YOU THAT ARE NOT CONTAINED IN THESE TERMS AND CONDITIONS. EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THESE TERMS AND CONDITIONS, ALL SERVICES PROVIDED BY QUAD A HEREUNDER ARE PERFORMED AND PROVIDED “AS IS” AND “AS AVAILABLE,” AND QUAD A DISCLAIMS ALL OTHER WARRANTIES WITH REGARD TO THE SERVICES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY, NONINFRINGEMENT, TITLE, ACCURACY, CORRECTNESS, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL QUAD A BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, BUSINESS INTERRUPTION, WORK STOPPAGE, DATA LOSS, LOST PROFIT, OR COMPUTER FAILURE, REGARDLESS OF THE THEORY OF LAW AND EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT QUAD A HAS NO LIABILITY, DIRECT OR INDIRECT AND REGARDLESS OF THE THEORY OF LAW, FOR ANY THIRD PARTY PRODUCT OR SERVICE. IN NO EVENT SHALL QUAD A’S LIABILITY HEREUNDER, REGARDLESS OF THE THEORY OF LAW, EXCEED THE FEES PAID TO QUAD A UNDER THESE TERMS AND CONDITIONS DURING TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
PORTAL TERMS OF USE
THESE TERMS AND CONDITIONS SHALL APPLY TO ALL USE OF THE PORTAL. TO THE EXTENT THESE TERMS CONFLICT WITH THE AGREEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF, THE TERMS OF THESE TERMS SHALL GOVERN. IN ALL OTHER INSTANCES, THE AGREEMENT SHALL GOVERN.
PORTAL TERMS OF USE – DEFINITIONS
“Agreement” refers to the Accreditation Terms and Conditions of which these Terms are a part thereof.
“Authorized Users” means those individuals authorized to access and use the Software. Online users may include but are not limited to Facility employees, consultants, contractors and agents; provided, such access does not otherwise violate these Terms or the Agreement. Facility is responsible for all of its Authorized Users’ use of the Software and all access to the Software.
“Data” means (a) any non-public information provided to QUAD A by Facilities for use with the Software, including PHI, electronic medical record data, accounting or financial data and other information regarding the Facility, patients, facilities and Authorized Users; (b) other health care data provided by Facilities or obtained by QUAD A or Facilities from other public and non-public sources.
“Malicious Software Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or other similar computer programs meant to cause malfunction, slow down or other functionality disruption to or in the Software.
“QUAD A Competitor” means any provider of health care facility accreditation services.
“Software” means the online, Web-based applications and platform provided by QUAD A to Facilities for use by Facilities and their Authorized Users, and any improvements or derivations thereof.
“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties that may interoperate with the Software, including third-party data collection products and services used to provide Data to QUAD A for inclusion in the Software.
Terms used herein but not otherwise defined shall have the meaning ascribed to them in the Agreement.
PORTAL TERMS OF USE – LIMITED LICENSE
Subject to these Terms and the Agreement, QUAD A hereby grants to each Facility a non-exclusive, non-transferable, non- assignable, non-sublicensable license to access and use the Software via the Internet solely for purposes of participating in one or more Accreditation Program and lawful internal business purposes not otherwise prohibited by the Agreement (the “Permitted Use”). Facility agrees to limit access to the Software to Authorized Users only, in each case not for general public access or for use other than the Permitted Use. QUAD A will not be liable for the actions of Authorized Users of Facilities, including the unauthorized access or use of the Software through user identifications and passwords supplied by Facilities, or any violation of these Terms by any person other than QUAD A or its employees, subcontractors, agents or representatives.
PORTAL TERMS OF USE – PASSWORDS
No shared or pooled accounts or passwords will be set up or used. Facilities shall maintain the confidentiality of all passwords and to limit the sharing of passwords, account numbers or information to Authorized Users and other authorized persons.
PORTAL TERMS OF USE – AUTHORIZED USERS
Authorized Users do not have subscription rights or durations separate from those of QUAD A. QUAD A’s registration of Authorized Users as designated by Facility is an administrative act only but is required to personally identify individuals using the Software and to control access and manage roles and responsibilities. Registered Authorized User accounts cannot be shared or used by more than one Authorized User.
PORTAL TERMS OF USE – DATA
All Data will be transferred in a manner and format as prescribed by QUAD A. Facility shall have or will obtain all requisite permissions to include and make Data provided to QUAD A under this Agreement available for use with the Software pursuant to this Agreement. The DUA shall govern QUAD A’s receipt and use of the Data which constitutes a Limited Data Set. All other Data shall become the sole and exclusive property of QUAD A upon submission to the Software.
PORTAL TERMS OF USE – SCOPE OF USE OF INTELLECTUAL PROPERTY
Reservation of Rights. Subject to the limited rights expressly granted hereunder and the terms of the Agreement, QUAD A reserves all rights, title and interest in and to the Software, including all related intellectual property rights. No ownership rights in or to the Software are granted to the Facility hereunder other than as expressly set forth herein.
Restrictions. Facility shall not (i) permit any third party to access the Software except as expressly permitted herein, (ii) create derivate works based on the Software, (iii) reverse engineer the Software, or (iv) access or disclose the Software in order to (a) build a competitive product or service or assist in any way an QUAD A Competitor, or (b) copy any features, functions or graphics of the Software for purposes competitive with QUAD A.
Downloaded Code. Except for Third-Party Applications, any software code, cookies or syntactically structured data, such as Hyper Text Markup Language (HTML), Extensible Markup Language (XML), JavaScript or other similar code provided by QUAD A that executes in the Authorized User’s browser or are stored on and retrieved from the Authorized User’s computer are the proprietary intellectual property of QUAD A. Facility is hereby granted a restricted license to use the foregoing property only in conjunction with the Software as permitted herein.
Exportable and Printable Works. The form of the exportable and printable reports, graphs, and charts (collectively, the “Exportable Data Forms”) created by use of Software (if any) are the intellectual property of QUAD A.
PORTAL TERMS OF USE – USE OF SOFTWARE
Facility Responsibilities. Facility shall (i) be solely responsible for the accuracy, quality, integrity and legality of Data and of the means by which Facility acquired Data and submitted the Data to QUAD A as QUAD A’s subcontractor for use with the Software, (ii) use commercially reasonable efforts to prevent unauthorized disclosure of the Software, and notify QUAD A promptly of any such unauthorized access or use, and (iii) use the Software only in accordance with the Agreement, these Terms and applicable laws and government regulations. Facilities shall be responsible for all Third-Party Applications and all third party vendor costs associated with collecting and transferring Data to QUAD A as QUAD A’s subcontractor for use with the Software.
Facility Covenants. Facility shall not (a) make the Software available to anyone other than Facility’s Authorized Users, (b) authorize any person or business entity to be an Authorized User who is an QUAD A Competitor (c) sell, resell, rent, license or lease the Software or access to the Software, (d) operate as a service bureau or intermediate provider of the Software to any third party without the advanced written consent of QUAD A and QUAD A, (e) knowingly use the Software to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (f) knowingly use the Software to store or transmit Malicious Software Code, (g) intentionally interfere with or disrupt the integrity or performance of the Software, (h) intentionally attempt to gain unauthorized access to the Software or related systems or networks, other than those areas specifically authorized for Facility access, (i) access the Software for purposes of monitoring performance or functionality, or for any purposes competitive with the Software, or (j) remove or destroy any proprietary marks or legends including, but not limited to, trademarks and copyright notices placed upon or contained within the Software by QUAD A.
PORTAL TERMS OF USE – LIMITED WARRANTY
QUAD A warrants that (i) the Software will materially perform in accordance with published specifications; and (ii) QUAD A has sufficient rights to offer, use and license such Software to Facility.
PORTAL TERMS OF USE – EXCLUSIVE REMEDY
For any breach of the above warranties, Facility understands that Facility’s exclusive remedy is replacement of defective Software with conforming Software at no cost to Facility, subject to QUAD A’s commercially reasonable discretion.
PORTAL TERMS OF USE – DISCLAIMER
THERE ARE NO REPRESENTATIONS, PROMISES, WARRANTIES OR UNDERSTANDINGS RELIED UPON BY FACILITY OR ITS AUTHORIZED USERS THAT ARE NOT CONTAINED IN THESE TERMS. EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THESE TERMS AND CONDITIONS (AND EXPRESSLY EXCLUDING THE TERMS OF THE AGREEMENT), THE SOFTWARE IS BEING MADE AVAILABLE TO FACILITY AND AUTHORIZED USERS ON AN “AS IS” AND “AS AVAILABLE,” AND QUAD A DISCLAIMS ALL OTHER WARRANTIES WITH REGARD TO THE SERVICES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY, NONINFRINGEMENT, TITLE, ACCURACY, CORRECTNESS, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE. QUAD A DOES NOT WARRANT THAT THE SOFTWARE WILL PERFORM UNINTERRUPTED OR ERROR FREE OR THAT THE SOFTWARE WILL MEET FACILITY’S OR AUTHORIZED USER’S REQUIREMENTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QUAD A, ITS AGENTS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
PORTAL TERMS OF USE – LIMITATION OF LIABILITY
IN NO EVENT SHALL QUAD A’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED $100. YOU AGREE THAT THIS IS A FAIR LIMITATION BASED UPON THE MANNER AND COST BY WHICH THE PORTAL IS PROVIDED TO YOU. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THE PORTAL OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. CAUSES OF ACTION BROUGHT OUTSIDE THIS TIME PERIOD ARE WAIVED.
IN NO EVENT SHALL QUAD A BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, BUSINESS INTERRUPTION, WORK STOPPAGE, DATA LOSS, LOST PROFIT, OR COMPUTER FAILURE, REGARDLESS OF THE THEORY OF LAW AND EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT QUAD A HAS NO LIABILITY, DIRECT OR INDIRECT AND REGARDLESS OF THE THEORY OF LAW, FOR ANY THIRD PARTY PRODUCT OR SERVICE.
THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
ASSIGNMENT
Facility may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise.
INDEPENDENT CONTRACTOR
The parties acknowledge and agree that QUAD A is an independent contractor, and nothing in this Agreement shall be construed to create an agency, partnership, joint venture, or employment relationship between QUAD A and any Facility. QUAD A may use contractors to assist in the provision of the services or provide certain of the services through a third party.
WAIVER AND SEVERABILITY
Waiver by either party of any default or breach of these Terms and Conditions shall not constitute a waiver of any other or subsequent default of breach, and a failure to enforce any of the provisions of these Terms and Conditions, shall not limit or affect that party’s right to enforce strict compliance with all other provisions of these Terms and Conditions. Should any provision of these Terms and Conditions be held to be void, invalid, unenforceable, or illegal by a court of competent jurisdiction, the validity and unenforceability of the remaining provisions of the Agreement shall not be affected.
GOVERNING LAW
These Terms and Conditions will be construed, interpreted, and applied according to the laws of the State of Illinois without regard to any choice of law or conflict of law rules. All claims, disputes, or controversies arising from or relating to these Terms and Conditions will be subject to the exclusive jurisdiction of and venue in any state court of competent jurisdiction in Lake County, Illinois or any federal court of competent jurisdiction in the Northern District of Illinois. You hereby consent to the personal jurisdiction of such courts and waive any defense of forum non conveniens.
CONSTITUTIONAL LIMITS
SOLELY WHERE THE FACILITY IS A GOVERNMENT ENTITY OR STATE AGENCY, THE PARTIES ACKNOWLEDGE THAT THERE ARE CONSTITUTIONAL AND STATUTORY LIMITATIONS ON THE AUTHORITY OF FACILITY TO ENTER INTO CERTAIN TERMS AND CONDITIONS HEREIN AND THAT PART OF THESE TERMS AND CONDITIONS MAY BE LIMITED THEREBY. ACCORDINGLY, SUCH PARTS OF THESE TERMS AND CONDITIONS WILL NOT BE BINDING ON FACILITY SOLELY TO THE EXTENT SO LIMITED OR PROHIBITED BY THE CONSTITUTIONAL OR STATUTORY AUTHORITY OF THE APPLICABLE STATE.
ENTIRE AGREEMENT
These Terms and Conditions, the Portal Terms of Use and all policies, procedures, manuals, exhibits or other documentation referenced herein which is incorporated by reference, contains the full understanding between the parties regarding their subject matter, and supersede all prior negotiations, representations, or agreements, whether oral or written, with respect to such subject matter. No modification, amendment, or waiver of any provision of these Terms and Conditions, or any part hereof, shall be effective unless in writing and either signed or accepted electronically by QUAD A.
Without limiting the foregoing, QUAD A may modify or change these Terms and Conditions at any time without prior notice. Any revised version of these Terms and Conditions will be posted ______________________ and the revised Terms and Conditions will govern. You should periodically review the Terms and Conditions.
Last Updated: ________________.
GLOSSARY OF TERMS
Accreditation: A determination by QUAD A (i) through an onsite survey and observation, that a Facility has complied with all applicable QUAD A standards; (ii) through documentation review and attestation of its accuracy by the Facility, that such Facility has met QUAD A’s requirements related to the following: staff qualifications, certification, privileges, and credentials; adequate equipment to perform procedures in the medical specialty or specialties listed on its Accreditation Application; infection control guidelines; and appropriate emergency response equipment. An Accreditation certificate is provided to allow the Facility to display its Accreditation to the public. “Accredited” has a corresponding meaning as to the status of a Facility as having obtained Accreditation.
Accreditation Application: All documentation required to be submitted for the applicable Program for which a Facility seeks Accreditation (along with all applicable fees) in order to initiate the processes for obtaining Accreditation.
Adverse Accreditation Decision: Any decision by QUAD A that results in a Facility not being Accredited using any of the following determinations: Deferral, Denial, Probation, Emergency Suspension, Revocation, or Termination.
Class: The determination of Facility class is based on the highest level of anesthesia provided, even if such level of anesthesia is provided only infrequently.
Clinic Administrator: Has an analogous role to the Medical Director as defined below, but applies only to the Medicare Approved Outpatient Physical Therapy program.
Denial: A status pertaining to a specific survey in which following such survey (whether an initial survey or a re-survey), based on the identification of deficiencies or a Facility’s failure to correct deficiencies cited, Accreditation is denied, requiring the Facility to begin the process of application and survey over again before Accreditation may be conferred, but in such case either the Facility or QUAD A may elect not to continue to pursue Accreditation.
Deferral: A status pertaining to a specific survey in which following an initial survey, based on the identification of deficiencies or the severity of findings, Accreditation is denied, requiring another full survey before Accreditation may be conferred, but during which QUAD A will continue to work with the Facility. A decision of “Deferred” is only used in relation to surveys for Facilities applying for one of QUAD A’s Medicare programs.
Emergency Suspension: An Accreditation status in which QUAD A has forbidden the Facility from providing services under QUAD A Accreditation for failure to satisfy every standard for Accreditation or in the event that an action has been taken by a professional licensing board against a member of the Facility’s staff, in either case in a manner that raises significant concern over the safety of care provided in that Facility.
Evidence of Correction (“EoC”): Documentation that must be submitted by the Facility to QUAD A to demonstrate that corrective actions described in the Plan of Correction have been completed. Such documentation includes, but is not limited to copies of new or updated forms or policies; copies of receipts for labor, materials, equipment, or services rendered; photographs of updated areas in the Facility or new equipment or supplies; copies of in-service documentation; results of audits; attendance logs; or newly earned certificates.
Facility: The legal entity seeking Accreditation at the specific location, or locations only as permitted under the applicable Program, as documented on the Accreditation Application.
Facility Director: The highest-ranking manager in the Facility who is ultimately responsible for making managerial decisions concerning the Facility other than those concerning diagnosis and treatment of patients at the Facility. The Facility Director and the Medical Director may be the same person.
Inactivation: Refers to any action initiated whether by the Facility or QUAD A to end participation in the Program, no matter the terminology used, such as Cancellation, Denial, Removal, Revocation, Termination, or Withdrawal.
Medical Director: The highest-ranking manager in the Facility who is ultimately responsible for making managerial decisions concerning diagnosis and treatment of patients at the Facility. The Facility Director and the Medical Director may be the same person.
Plan of Correction (“PoC”): Documentation that the Facility must provide to QUAD A in response to each deficiency citation describing in the proscribed format how the Facility will correct such deficiency, by what date the deficiency will be corrected, how the Facility will monitor ongoing compliance, and the party responsible for the correction and ongoing oversight of the deficiency, in a manner that is acceptable to QUAD A, within the timeframe established by the Accreditation program in question, currently within ten (10) calendar days of receipt of the notification that such deficiency exists on the Survey Report.
Post-Survey Process: The period after any survey but prior to issuing the Accreditation decision, during which time QUAD A compiles, reviews, and reconciles the Survey Report; the Facility prepares and proposes its PoCs; QUAD A reviews and approves or rejects and returns for revision each PoC; the Facility prepares and submits its EoCs; and QUAD A reviews and approves or rejects and returns for revision each EoC in order for QUAD A to reach an Accreditation decision.
Probation: An Adverse Accreditation Decision resulting from the Facility’s failure to comply with QUAD A requirements, including but not limited to non-payment, failure to timely provide PoC or EoC, or demonstrated non-compliance during a survey or document review process; during such Probation QUAD A may conduct additional surveys or document reviews and the Facility may continue providing services, but the Facility may also be required to meet additional conditions imposed by QUAD A as a result of such findings. Failure to comply with standards or terms results in termination of Accreditation.
Program: The collection of requirements, including standards, procedural mandates, payments, and reporting obligations that, when aggregated and complied with, entitle a Facility to Accreditation by QUAD A, and which may provide equivalency or compliance with legal mandates of the jurisdiction in which the Facility is located or satisfy the enrollment criteria for participation in a government program such as Medicare in the United States or an analogous program in other territories.
Revocation: An Adverse Accreditation Decision resulting from the Facility’s failure to comply with QUAD A requirements, including but not limited to non-payment, failure to timely provide PoC or EoC, or demonstrated non-compliance during a survey or document review process which the Facility has failed to correct within the allotted timeframe resulting in QUAD A removing its Accreditation from the Facility.
Statement of Deficiency (“SoD”): Documentation of a practice that does not comply with a QUAD A standard, as identified during a survey or other review, that is composed in the format required by the applicable Program and submitted to QUAD A by the QUAD A Surveyor or appropriate staff member in order to record findings relative to the Facility.
Survey Report: The finalized document reflecting QUAD A’s review and any subsequent revisions to the SoD that QUAD A provides to the Facility to begin the corrective action process or that communicates the absence of deficiencies from the Facility.
Termination: A Facility Accreditation status in which Any action on the part of QUAD A to end the Facility’s participation in the Program, no matter the terminology used.
Withdrawal: Any action on the part of a Facility to end participation in the Program, no matter the terminology used.
