User Agreement

The following describes the terms on which The American Radiology Exchange, LLC offers you access to our services.

Introduction

Welcome to The American Radiology Exchange, LLC (“ARE”) and it’s internet based auction system referred to as RadBay (RadBay.com, AccurateReads.com, Accureads.com, TARELLC.com, and RadBayOS.com). By using ARE (including RadBay and its related sites, services and tools), you agree to the following terms with ARE. This Agreement is effective immediately upon acceptance for new users. Users are generally Radiologists (“Reader” ) and Imaging Centers (“IC”).

Scope

Before you may become a member of ARE, you must read and accept all of the terms in, and linked to, this User Agreement and the Privacy Policy. We strongly recommend that, as you read this User Agreement, you also access and read the linked information. By accepting this User Agreement, you agree that this User Agreement and Privacy Policy will apply whenever you use any of our sites or services, or when you use the tools we make available to interact with our sites and services.

Using ARE

While using ARE sites, services, and tools, you agree to:

• keep your equipment to the American College of Radiology technical standards;
• maintain your continuing medical education (CME) as required for your medical license(s);
• immediately stop using all ARE services should you no longer legally qualify to do so;
• receive all communications from ARE electronically including our Privacy Policy;
• receive calls from technologist with medical questions for the protocoling of studies. ARE will attempt to distribute these calls in proportion to the amount of work won on ARE.
• be available at the telephone number you have provided to discuss studies you have reported with referring physicians.

While using ARE sites, services and tools, you will not:

• violate any laws or our policies;
• use our sites, services, or tools if you are not able to form legally binding contracts or are temporarily or indefinitely suspended from using our sites, services, or tools;
• fail to interpret and report winning studies in the time allotted, unless there is a problem with the study in which case you will report the specific problem to the appropriate technologist and RadBay as soon as you are aware of the problem;
• manipulate the price of any study other than through the normal bidding process;
• circumvent or manipulate our fee structure, the billing process, or fees owed to ARE;
• partner with or enter into any agreement with an imaging center that also uses ARE for a period of one year from the date of your last completed study unless all parties including ARE agree in writing;
• post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
• take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the sites or using it for purposes unrelated to the original intent);
• harvest or otherwise collect information about ANY users, including email addresses, without their consent.
• have more than one user account.

You may never copy, modify or distribute rights or content from the ARE sites, service, or tools without the expressed written consent of ARE.

Without limiting other remedies, we may limit, suspend, or terminate any account, prohibit access to our sites and their content, services, and tools. We may take technical and possible legal steps to keep users off the sites if we think that they are creating problems or possible legal liabilities, or acting inconsistently with the letter or spirit of our policies (for example, and without limitation, conducting off-exchange transactions, feedback manipulation, circumventing temporary or permanent suspensions or users who we believe are harassing our users, employees or partners). We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue ARE sites, services, or tools.

To provide rapid reporting and to insure that all studies are interpreted, ARE may assign each IC a radiology group designated as a “Power Group” that has agreed to bid on every study for the IC. If a study goes unauctioned or unread, RadBay may assign the study to a backup reader. Readers may or may not have an ownership interest in RadBay. Reference and RVU (relative value unit) information is based on 2010 Medicare data and is provided for reference only. ARE does not insure it’s accuracy and may update it without notice at it’s discretion.

For RadBay to work quickly and efficiently for patient care, it is dependent on accurate data, most of which is supplied by the technologists. ICs are responsible for ensuring technologist enter accurate and complete data before the auction begins on a study. ICs may load comparison studies to the RadBay PACS without charge as long as they are left in Incomplete status.

Physician/Patient Relationship

Nothing in this Agreement or otherwise is intended to or shall modify the physician/patient privilege or the confidential relationship between a patient and physician, or is intended in any way to interfere with the delivery of good quality patient care by users. User expressly acknowledges his/her obligation to adhere to applicable provisions of the Health Insurance Portability and Accountability Act (“HIPAA”) as well as other applicable federal and state laws governing the confidentiality and privacy of patient health information, and agrees to cooperate with ARE to promote necessary compliance with all such provisions.

User Privacy

We do not sell or rent your personal information to third parties. We use your information only as described in the Privacy Policy. We view protection of users' privacy as a very important principle. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. You can access and modify the information you provide us by signing-in to your account. We may use third parties to verify and certify our privacy principles. For a complete description of how we use and protect your personal information, see the Privacy Policy. If you object to your information being transferred or used in this way please do not use our services.

ARE may share any specific Reader or IC information to any party necessary to complete the study/transaction.

ARE collects Reader information and shares it with ICs and other authorized agencies for credentialing, but ARE does not perform credentialing.

Fees and Payment

Joining ARE and bidding on listed items is free. We do charge fees for using other services, such as participating in actual study interpretations. When you auction a study or win a bid, read, dictate, and sign off on a study, you are agreeing to accept the fees that you will be charged based on our fee schedules, which we may change from time to time. Changes to that schedule are effective immediately after we post the changes on our website. We may choose to temporarily change the fees for our services for promotional events or new services, and such changes are effective when we post the temporary promotional event or new service on the sites. All fees are quoted in U.S. Dollars. For readers, all fees owed to ARE will be taken out of any payments you are due. For imaging centers, fees owed to ARE will be billed and are payable immediately. Should you have a balance, you are responsible for paying all fees and applicable taxes associated with our sites and services in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel.) ARE may restrict an imaging center with a past due balance from auctioning new studies. Reader acknowledges that payment to the Reader is dependent on payment from the IC to ARE. Users may also be billed for transcription.

Limitation of Liability

You will not hold ARE responsible for other users' conduct, actions or inactions, or studies they list. You acknowledge that we are not a traditional auctioneer. Instead, our sites and tools are venues to allow an imaging center to offer a Radiology study for auction, interpretation, and reporting. An imaging center typically represents a hospital, physician’s office, or free standing imaging center that provides medical imaging for patients. This transaction involves use of traditional PACS servers and software. While we may help facilitate the resolution of disputes through various means, we have no control over and can not guarantee the quality of auctioned studies.

For all intended purposes, submitting a study to RadBay or bidding on a study initiates a binding transaction representing both parties’s serious expression of interest in completing the study in it’s entirety and creates a one-time formal contract between the winning Reader and IC.

ARE is not responsible for imaging supervision, interpretation, or storage (although storage may be provided through our PACS partner).

We cannot guarantee continuous or secure access to our sites, services, or tools, and operation of our sites, services, or tools may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, incurred disability, loss of life, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of your use of or your inability to use our sites, services and tools. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you. Readers and imaging centers should have backup systems for study interpretation when possible.

Indemnity

You will indemnify and hold us (our officers, directors, agents, subsidiaries, joint ventures and employees) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party. If you have a dispute with one or more users, you release us from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. ARE does not perform credentialing and you indemnify us for any acts or omissions related to any organizaitons performing credentialing of ARE users.

Insurance Requirements

Readers and Imaging Centers shall each maintain throughout the term of this Agreement a policy or policies of professional and general commercial liability insurance for claims made during and after termination of this Agreement based on conduct alleged to have occurred during the term of this Agreement, under either (i) “occurrence” type insurance or (ii)“claims made” type insurance with a “tail” coverage for the duration of the applicable statute of limitation, in each case with limits in the minimum amount of one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) in the aggregate annually. At any time, ARE may request proof of insurance. Proof of insurance must be delivered in writing within 7 business days of request.

Access and Interference

Much of the information on the sites is updated on a near real-time basis and is proprietary or is licensed to ARE by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the sites for any purpose without our express written permission.

Additionally, you agree that you will not:

• take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
• copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your own personal information) from the sites without prior express written permission;
• interfere or attempt to interfere with the proper working of the sites, services, or tools, or any activities conducted on or with the sites, services, or tools; or
• bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the sites.

No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Legal Disputes

If a dispute arises between you and ARE, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and ARE agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

Law and Forum for Legal Disputes - This Agreement shall be governed in all respects by the laws of the State of South Carolina as they apply to agreements entered into and to be performed entirely within South Carolina between South Carolina residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against ARE must be resolved exclusively by a state or federal court located in Florence County, South Carolina, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Florence County, South Carolina for the purpose of litigating all such claims or disputes.

Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Attorneys’ Fees - In the event of any litigation, arbitration or mediation proceedings between the parties hereto concerning the subject matter of this Agreement, the prevailing party in such litigation or proceeding shall be awarded, in addition to the amount of any judgment or other award entered therein, the costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the litigation or proceeding.

General

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others doesn't waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.

This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Liability, Indemnity and Legal Disputes.

We may amend this Agreement at any time by posting the amended terms on this site. Except as stated elsewhere, all amended terms shall be effective immediately.

The RadBay User Agreement last updated on: February 21, 2012.