Your
use of KnowMyC2.com (this “Website”), and
related services provided by KnowMyC2, and any updates, new features and
enhancements to these services (collectively, “Services”), is governed by the
terms and conditions below, including any addenda (“Terms of Service”). These
Terms of Service constitute a legally binding agreement between you and
KnowMyC2 (“KnowMyC2” “we” or “us”).
In
order to use the Services, you must be a licensed health care provider with the
intent to use this site for the management of Controlled Substance Dispensing
Inventory. If you are an employee of an organization, you warrant that you are
authorized to agree to these Terms of Service on behalf of the organization.
No other person or entity, including any hub, consulting company, other
reimbursement support service provider, or pharmaceutical
company, is permitted to agree to these Terms of Service or to access the
Services through these Terms of Service. Any user in violation of this
provision is subject to immediate account termination as set forth in the
Website Administration section below.
By
clicking the “I AGREE” button on the Terms of Service screen, you agree that
you have read, understand, and agree to be bound by these Terms of Service. If
you do not agree with any of these Terms of Service, do not use the Services.
KnowMyC2, located at 1330 Filer Ave E, Twin Falls, Id 83301, U.S.A and is a
limited liability company organized under the laws of the State of Idaho.
Reference to KnowMyC2 herein will include any subsidiaries or affiliates
of KnowMyC2 involved with providing the Services offered by KnowMyC2. The
servers that host this Website are located in the United States, and any
Protected Health Information, as defined in 45 CFR § 160.103 (“PHI”), provided
to us will be processed by KnowMyC2 in the United States.
What
are the privacy obligations of KnowMyC2?
KnowMyC2
provides its Services as a business associate to health care providers.
Therefore, to use the KnowMyC2 Services, you must read and agree to the
Business Associate Agreement, which is part of these Terms of Service. The
Business Associate Agreement requires KnowMyC2 to protect your PHI and
specifies the purposes for which it may be lawfully used and disclosed by KnowMyC2.
Use of the Services constitutes acceptance of the terms of the Business
Associate Agreement. KnowMyC2 may use subcontractors to assist in performing
some of its Services. When these subcontractors have access to PHI, they
are required to enter into business associate agreements with KnowMyC2.
The Services are provided to you at no cost, dependent upon KnowMyC2’ ability
to share User Content as permitted by law.
TERMS OF USE AGREEMENT
This Terms of Use Agreement (“Agreement” or “Terms of Use”) is
made by and between CR Solutions, LLC (hereinafter “Company”), the owner of the
Know My C2 website and software (collectively, the “Services”), and you, the
user (“you”, “your” or “User”).
This Agreement contains the complete terms and conditions that
govern the use of the Services, including but not limited to any content,
materials, forms, software, documents, instructions, manuals, or other
information provided by the Company. BY CLICKING THE “I AGREE” BUTTON BELOW OR
BY ACCESSING, VISITING, BROWSING, USING OR ATTEMPTING TO INTERACT WITH OR USE
ANY PART OF THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO
BE BOUND BY THIS AGREEMENT AND THE CORRESPONDING PRIVACY POLICY, AVAILABLE AT: www.knowmyc2.com/privacy.
IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT OR THE PRIVACY
POLICY, DO NOT ACCESS OR USE ANY PART OF THE SERVICES. COMPANY RESERVES THE
RIGHT, WITH OR WITHOUT NOTICE TO YOU, TO MAKE CHANGES TO THIS AGREEMENT AT
COMPANY’S DISCRETION. YOUR CONTINUED USE OF ANY PART OF THE SERVICES
CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES TO THIS AGREEMENT. YOU SHOULD
REVIEW THIS AGREEMENT PERIODICALLY TO DETERMINE IF ANY CHANGES HAVE BEEN MADE.
THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERSEDES ALL PREVIOUS
VERSIONS, CAN BE REVIEWED BY GOING TO: www.knowmyc2.com/terms.
2.
LICENSE
GRANT AND LIMITATIONS.
2.1.
LIMITED
USE LICENSE FOR THE SOFTWARE. Subject to the terms and conditions
of this Agreement, Company grants you a personal, non-transferable,
non-exclusive, non-assignable, limited and revocable license to download,
install, and use the Know My C2 cloud-based software (the “Software”) to
access, use, and make printouts of materials, content, or documentation
available in the Software on any computer, tablet, or mobile device (“Device”)
that you own or control as permitted by the third-party agreements related to
your Device. You agree to use the Software and Services for your sole and
exclusive benefit.
2.2.
INTENDED
PURPOSE. The Services shall be used solely for purposes of automated
prescription logging, inventory, and compliance assistance with regulatory
agencies and laws (the “Intended Purpose”). You may not rent, lease, lend,
sell, redistribute or sublicense the Services, or use the Services for anything
other than the Intended Purpose.
2.3.
SUBSCRIPTION
ACCESS AND PAYMENT.
The Company provides access to the Services on a subscription basis (the
"Subscription"). Your Subscription will commence upon payment of the
prescribed fee, and will automatically renew either quarterly, or
yearly, depending on your type of Subscription (the "Period"), until
either you or the Company terminates the Subscription pursuant to Section 7, below. You specifically acknowledge that your
Subscription has an initial and recurring payment feature and you accept
responsibility for all recurring charges prior to cancellation. Your
Subscription will be automatically extended for successive Periods. As such,
your payment method will automatically be charged for each successive Period at
the then-current subscription rate. Please note that if you sign
up for a Subscription, Company will submit charges for the Period to the
payment method you used to set up your Subscription without further
authorization from you, until you cancel the Subscription pursuant to
Section 7, or change your payment method. Such notice will not affect charges
submitted before Company reasonably could act.
To obtain a Subscription, you
will be required to provide certain information to the Company. It is a
condition of your use of the Services that all the information you provide will
be correct, current, and complete. If Company believes the information you
provide is not correct, current, or complete, Company has the right to deny
access to the Services at any time.
If, for any reason, the Subscription fee is not paid within 15
days of the end of the Period, Company shall cancel your Subscription and
terminate your access to the Services.
2.4.
PERMITTED USE. As previously stated, you may
use the Services only for the Intended Purpose. As a condition of your use of
the Services, you warrant to Company that you will not use the Services for any
purpose that is unlawful or prohibited by these terms, conditions, and notices. If a
User fails to follow any of the terms or conditions of this Agreement or any
other applicable guidelines, the Company may, in its sole discretion,
discontinue your ability to use the Services. In addition, the Company has the
right to delete any piece of content or material, it finds objectionable in its
reasonable discretion. You alone are totally responsible for any activity that
takes place under your KnowMyC2 account. If you become aware of any unauthorized
use of your username or password, it is your responsibility to notify the
Company immediately. You are responsible for maintaining the confidentiality
of your login information.
2.5.
RIGHTS LIMITED TO USER. Any and all rights under this Agreement
granted to User are limited to the specific designated person that has paid for
the appropriate Subscription established by Company for use of the Services as
provided in this Agreement, and to whom a specific username and password has
been issued (“Master User”). The Master User may designate additional users
with specific usernames and passwords to operate under the Master User's
account (“Sub-Users”). Any terms applicable to “you” or the “User” apply with
equal force to any Sub-Users. All passwords and access codes to the Services
are personal to the User and are not transferable or assignable by User.
2.6.
USER’S
RESPONSIBILITIES.
User shall be exclusively responsible for the supervision, management, and
control of its use of the Software, including, but not limited to:
2.6.1.
Assuring
proper configuration of equipment or devices;
2.6.2.
Establishing
adequate operating methods; and
2.6.3.
Implementing
procedures sufficient to satisfy its obligations for security under this
Agreement, including appropriate action to prevent misuse, unauthorized
copying, modification, or disclosure of the Software.
2.7.
USE
RESTRICTIONS. Except
as expressly authorized in SECTION 2.1, User may not and
may not permit others to:
2.7.1.
Sell,
rent, lease, license, sublicense, or assign the Software, including the content
within the Software, to others;
2.7.2.
Transfer
the Software, or any content within the Software, to another party;
2.7.3.
Reverse
engineer, decompile, disassemble, or otherwise derive the source code from the
Software;
2.7.4.
Alter,
modify, adapt, reconfigure, or prepare derivative works of the Software or the
content within the Software;
2.7.5.
Archive
or retain any of the Software in any form without the written permission from
Company;
2.7.6.
Distribute
(including via e-mail or the Internet), or otherwise make available, copies of
the Software to others, whether or not for payment or other consideration;
2.7.7.
Copy,
extract, summarize, distribute or otherwise use the Software in any manner
which competes with or substitutes for Company’s distribution of the Software
to its customers;
2.7.8.
Use
the Services in any way disable, overburden, damage, or impair the Services or
otherwise interfere with any other party's use and enjoyment of the Services;
2.7.9.
Obtain, or attempt to obtain, any materials, content, or
information by any means not expressly made available or provided for through
authorized use of the Services;
2.7.10.
Transmit any material in violation of Section 4, below.
2.7.11.
Use the Services in any other manner that would violate the terms
of this Agreement, including provisions with respect to the intended purpose of
the Services.
3. ACCEPTANCE OF THE
SOFTWARE.
3.1.
ACCEPTANCE. User acknowledges
and agrees that the Software is cloud-based, and thus requires an Internet
connection to fully function. The Software shall be deemed to have been
accepted by User upon delivery. If the Software is deemed unacceptable, User
shall return the Software without change with a report detailing the reasons
for its unacceptability.
3.2.
TECHNICAL
SUPPORT. The
Company can be contacted at [email protected] regarding technical support
issues.
4. USE OF
COMMUNICATION SERVICES.
4.1.
COMMUNICATIONS SERVICES PROVIDED BY THE COMPANY. Company's
Services may include forums, bulletin board services, chat areas, message
boards, news feeds, news groups, communities, personal web pages, calendars, or
other message or communication facilities designed to allow you to communicate
with the Internet community or with a group (collectively, “Communications
Services”). You agree to use the Communication Services only to post, send and
receive messages and content that are considered proper and related to the
particular Communication Service. When using the Services, you agree that you
will not post, send, submit, publish, or transmit, or cause to be posted, sent,
submitted, published or transmitted, any material that:
4.1.1.
You do not have the right to post, including any proprietary
material of any third party protected by intellectual property laws (or by
rights of privacy or publicity);
4.1.2.
Advocates illegal activity, discusses an intent to commit an
illegal act or violates any law;
4.1.3.
Is vulgar, obscene, pornographic, or indecent;
4.1.4.
Is libelous, defamatory, racist, abusive, threatening, harassing
or offensive;
4.1.5.
Seeks to exploit or harm children by exposing them to
inappropriate content, or asking for personally identifiable details or
information;
4.1.6.
Harvests or otherwise collects information about others, including
e-mail addresses, without their consent;
4.1.7.
Impersonates or misrepresents your connection to any other entity
or person or otherwise manipulates or forges headers or identifiers to disguise
the origin of content;
4.1.8.
Advertises any commercial endeavor (e.g., offering for sale
products or services), solicits funds, or otherwise engages in any commercial
activity (e.g., conducting raffles or contests, displaying sponsorship banners,
or soliciting goods or services);
4.1.9.
Includes programs that contain viruses, worms or Trojan horses or
any other computer code, files or programs designed to interrupt, destroy or
limit the functionality of any computer software or hardware or
telecommunications device;
4.1.10.
Disobeys any law, policy or regulations in your jurisdiction; or
4.1.11.
Contains hyperlinks to other sites that contain content that falls
within the scope of this Section.
4.2.
TERMINATION
FOR VIOLATIONS. YOU UNDERSTAND AND AGREE THAT IF YOUR USE OF THE SERVICES VIOLATES
ANY OF THE ABOVE CONDUCT, THE COMPANY MAY TERMINATE YOUR USE OF THE WEBSITE
IMMEDIATELY WITHOUT PRIOR NOTICE AND WITHOUT ANY RIGHT OF REFUND, SET-OFF OR A
HEARING. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS
ENTIRELY AT YOUR OWN RISK, AND THAT THE COMPANY SHALL HAVE NO LIABILITY OF ANY
KIND FOR CONDUCT WHICH VIOLATES THESE TERMS.
4.3.
LIMITATIONS
ON USE OF CONTENT. You acknowledge that you are solely responsible for any material
you submit using the Services, and shall indemnify the Company pursuant to SECTION
9 for any
actions arising out of or resulting from your uploading, posting, or other
submission of material to, with, or through the Services.
Company may modify, suspend, discontinue or restrict the use of
any portion of the Services, including the availability of any Software derived
from Content you enter or submit to, with, or through the Services, at any time
and without notice or liability.
6.
CANCELLATION AND TERMINATION.
6.1.
CANCELLATION BY USER. User may cancel your
Subscription by:
6.1.1.
Notifying the Company via email at [email protected]; and
6.1.2.
Ceasing access and use of the Services after the Subscription
expires.
No partial refunds for the Service will be given.
6.2.
TERMINATION BY THE COMPANY. At its sole discretion.
Company reserves the right to terminate your access to any or all of the
Services at any time and for any reason whatsoever, including violation of
these Terms. Company shall give five (5) days notice prior to termination.
7.
INTELLECTUAL PROPERTY.
7.1.
INTELLECTUAL PROPERTY RIGHTS. As detailed in this
Agreement, the Services and all worldwide copyrights, trademarks, patents,
trade secrets and other intellectual property rights therein (the “Company IP”)
are the exclusive property of the Company or its licensors, as applicable. You
agree that Company IP is protected by applicable intellectual property and
other laws, including but not limited to copyright and trademark, and that you
will not use Company IP in any way whatsoever except as permitted by this
Agreement, and any applicable law. In the event of any third party claim that
content you create using the Services infringes on a third party’s intellectual
property rights, you accept and acknowledge that the Company will not be
responsible for the investigation, defense, settlement, and discharge of any
such intellectual property infringement claim. Further, in such event, you will
defend and indemnify the Company against all claims, demands, lawsuits, or
other action, including reasonable attorneys’ fees, costs, and damages or
payments for settlement of such claims pursuant to Section 10 of this
Agreement.
7.2.
DAMAGES FOR BREACH. User shall be strictly liable
for all damages to the Company that result from any infringement or other
unauthorized use of Company IP.
8.
DISCLAIMER & LIMITATIONS ON LIABILITY.
8.1.
DISCLAIMER OF WARRANTIES. You understand that Company
cannot and does not guarantee or warrant that the Services will be free of
viruses, worms, Trojan horses or other code that may cause damage or harm to
your computer(s) or network(s). You acknowledge and agree that you will be
solely responsible for implementing sufficient procedures and checkpoints to
protect your computer(s) and network(s), and that you will maintain adequate
means of backup of any content or data you enter into the Services. Company
further disclaims any responsibility to ensure that any content provided by the
Services is complete and up-to-date.
YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE
SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER
EXPRESSED OR IMPLIED. COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR
NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE CONTENT CONTAINED WITHIN
THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE
CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKES THE SERVICES AVAILABLE
ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY DOES NOT WARRANT OR
MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE SERVICES IN
TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE USER ACKNOWLEDGES THAT THE
SERVICES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND
COMPANY MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU ASSUME THE ENTIRE
COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS
OR DAMAGE ARISING FROM THE USE OF THE SERVICES. COMPANY MAKES NO WARRANTIES
THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF OTHERS AND
ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT COMPANY IS NOT RESPONSIBLE FOR ANY
CONTENT YOU ENTER INTO THE SERVICES.
8.2.
LIMITATION OF LIABILITY. COMPANY, ITS SUBSIDIARIES,
AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS,
OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT,
INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER
DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL
DISTRESS, OR SIMILAR DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE. THIS
INCLUDES FEES, FINES, OR OTHER LIABILITY ASSESSED BY ANY LOCAL, STATE OR
FEDERAL GOVERNMENT AGENCY OR BODY FOR ANY ACT OR OMISSION WITH ANY CONNECTION
TO YOUR USE OF THE SERVICES, HOWEVER REMOTE.
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF COMPANY AND ITS
SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS,
EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, REGARDLESS OF THE FORM OF ACTION
(WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED THE GREATER OF $500.
8.3.
HYPERLINKING. The Services may hyperlink to
and by other websites which are not maintained by, or related to, Company.
Hyperlinks to such sites are provided as a service to Users and are not
sponsored by, endorsed or otherwise affiliated with Company. Company has not
reviewed any or all of such sites and is not responsible for the content of any
linking sites, and any links made directly from the Services to another web
page should be accessed at the User's own risk. Company makes no
representations or warranties about the content, completeness, quality or
accuracy of any such website.
8.4.
SECURITY. Any passwords used for the Services are
for individual use only. You are responsible for the security of your
password(s). From time to time, Company may require that you change your
password. You are prohibited from using any services or facilities provided in
connection with the Services to compromise security or tamper with system
resources or accounts. The use or distribution of tools designed for
compromising security (e.g., password crackers, rootkits, Trojan horses, or
network probing tools) is strictly prohibited. Company reserves the right to
investigate suspected violations of these Terms of Use, and you agree to fully
cooperate with such investigation. Company reserves the right to fully
cooperate with any law enforcement authorities or court order requesting or
direction Company to disclose the identity of anyone posting any e-mail
messages, or publishing or otherwise making available any materials that are
believed to violate these Terms of Use.
BY ACCEPTING THIS AGREEMENT YOU WAIVE ALL RIGHTS AND AGREE TO HOLD
COMPANY HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY
DURING OR AS A RESULT OF ITS INVESTIGATIONS OR FROM ANY ACTIONS TAKEN AS A
CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES.
9.1.
INDEMNIFICATION OF COMPANY. YOU AGREE TO INDEMNIFY
AND HOLD COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, CONTENT PROVIDERS,
SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, AND CONTRACTORS (THE
“INDEMNIFIED PARTIES”) HARMLESS FROM ANY BREACH OF THESE TERMS OF USE BY YOU,
INCLUDING ANY USE OF THE SERVICES OTHER THAN AS EXPRESSLY AUTHORIZED IN THESE
TERMS OF USE. YOU AGREE THAT THE INDEMNIFIED PARTIES WILL HAVE NO LIABILITY IN
CONNECTION WITH ANY SUCH BREACH OR UNAUTHORIZED USE, AND YOU AGREE TO INDEMNIFY
ANY AND ALL RESULTING LOSS, DAMAGES, JUDGMENTS, AWARDS, COSTS, EXPENSES, AND
ATTORNEYS' FEES OF THE INDEMNIFIED PARTIES IN CONNECTION THEREWITH. YOU WILL
ALSO INDEMNIFY AND HOLD THE INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ANY CLAIMS
BROUGHT BY THIRD PARTIES ARISING OUT OF YOUR USE OF THE SERVICES, INCLUDING
CLAIMS BROUGHT BY ANY LOCAL, STATE, OR FEDERAL AGENCY OR OTHER GOVERNMENT BODY.
10.1.
DISCLOSURE UNDER LAW. Company reserves the right at
all times to disclose any information as necessary to satisfy any applicable
law, regulation, legal process or governmental request, or to protect the
rights, property or personal safety of the Company, its Users or the public.
10.2.
DISPUTES. If there is any dispute about or involving
these Terms of Use, the Privacy Policy, or the Services, you agree that such
dispute shall be governed by the laws of the State of California,
notwithstanding any principles of conflicts of law. You specifically consent
to personal and exclusive jurisdiction by and venue in the state and federal
courts of San Diego County, California in connection with any dispute between
you and Company arising out of or involving this Agreement, the Privacy Policy,
or the Services.
10.3.
ENTIRE AGREEMENT. These Terms of Use and the
Privacy Policy constitute the entire agreement among the parties relating to
the subject matter hereof, and supersedes all prior or contemporaneous
communications and proposals, whether electronic, oral or written between you
and Company with respect to the Services. Company may revise these Terms of
Use at any time by updating this posting. You should review the Agreement from
time to time to determine if any changes have been made to the Agreement. Your
continued use of the Services after any changes have been made to this
Agreement signifies and confirms your acceptance of such changes or amendments.
10.4.
HEADINGS. The section titles in the Agreement are for
convenience only and have no legal or contractual effect.
10.5.
RELATIONSHIP BETWEEN THE PARTIES. You
agree that no joint venture, partnership, employment, or agency relationship
exists between you and Company as a result of this Agreement or use of the
Services.
10.6.
SEVERABILITY. If any part of these Terms of
Use is found by a court of competent jurisdiction to be unlawful, void or
unenforceable, that part will be deemed severable and will not affect the
validity and enforceability of any remaining provisions.
10.7.
WAIVER. The failure of Company to exercise or
enforce any right or provision of this Agreement shall not operate as a waiver
of such right or provision. Any waiver of this Agreement by Company must be in
writing and signed by an authorized representative of the Company.
If you have any questions, or if you would like to report a violation
of this Agreement to the Company, please contact us at [email protected].
Business Associate
Agreement
This BUSINESS ASSOCIATE AGREEMENT (“Agreement”) is
entered into this and
is effective as of the date that you click the “I AGREE” button on the Terms of
Service screen (the “Effective Date”) between CR Solutions LLC, DBA
KnowMyC2 (“Facility”) and You, “Covered Entity”) for the purpose of setting
forth the terms and conditions on which the Business Associate will provide
services, as defined herein, on behalf of the Facility.
WITNESSETH
WHEREAS, the Facility pursuant to the Health Insurance
Portability and Accountability Act (“HIPAA”) and desires to engage the services
of Business Associate to perform SOME OF Facility’s obligations; and
WHEREAS, Business Associate desires to perform the
designated services on behalf of Facility as set forth herein.
NOW THEREFORE, for and in consideration of the mutual
promises, conditions and covenants herein contained, the parties hereto agree
as follows:
Specific definitions:
(a) Business
Associate. “Business Associate” shall generally have the same meaning
as the term “business associate” at 45 CFR 160.103, and in reference to the
party to this agreement, shall mean [Insert Name of Business Associate].
(b) Facility
(aka Covered Entity). “Facility” shall generally have the same
meaning as the term “Covered Entity” at 45 CFR 160.103, and in reference to the
party to this agreement, shall mean [Insert Name of Facility].
(c) HIPAA Rules.
“HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and
Enforcement Rules at 45 CFR Part 160 and Part 164.
I-Obligations and Activities of Business
Associate
Business Associate agrees to:
(a) Not use or
disclose protected health information other than as permitted or required by
the Agreement or as required by law;
(b) Use appropriate
safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to
electronic protected health information, to prevent use or disclosure of
protected health information other than as provided for by the Agreement;
(c) Report to Facility
within sixty (60) days of discovery any use or disclosure of protected health
information not provided for by the Agreement of which it becomes aware,
including breaches of unsecured protected health information as required at 45
CFR 164.410, and any security incident of which it becomes aware;
(d) In accordance
with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any
subcontractors that create, receive, maintain, or transmit protected health
information on behalf of the business associate agree to the same restrictions,
conditions, and requirements that apply to the business associate with respect
to such information;
(e) Make available
protected health information in a designated record set to the Facility as
necessary to satisfy Facility’s obligations under 45 CFR 164.524;
(f) Make any
amendment(s) to protected health information in a designated record set as
directed or agreed to by the Facility pursuant to 45 CFR 164.526, or take other
measures as necessary to satisfy Facility’s obligations under 45 CFR 164.526;
(g) Maintain and
make available the information required to provide an accounting of disclosures
to the Facility as necessary to satisfy Facility’s obligations under 45 CFR
164.528;
[The parties may
wish to add additional specificity regarding how the business associate will
respond to a request for an accounting of disclosures that the business
associate receives directly from the individual (such as whether and in what
time and manner the business associate is to provide the accounting of
disclosures to the individual or whether the business associate will forward
the request to the Facility) and the timeframe for the business associate to
provide information to the Facility.]
(h) To the
extent the business associate is to carry out one or more of Facility's
obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements
of Subpart E that apply to the Facility in the performance of such
obligation(s); and
(i) Make its
internal practices, books, and records available to the Secretary for purposes
of determining compliance with the HIPAA Rules.
II- Permitted Uses and Disclosures
by Business Associate
(a) Business Associate agrees
to not use or further disclose PHI other than as permitted or required by this
Agreement or as permitted or Required by Law.
(b) Business Associate
agrees to use appropriate safeguards to prevent use or disclosure of the PHI
other than as provided for by this Agreement.
(c) Business
associate agrees to make uses and disclosures and requests for protected health
information consistent with their minimum necessary policies and procedures.
(d) Business
associate may not use or disclose protected health information in a manner that
would violate Subpart E of 45 CFR Part 164 if done by Facility.
(e) In accordance with
the HIPAA Standards, Business Associate shall implement administrative, physical
and technical safeguards that reasonably and appropriately protect the
confidentiality, integrity and availability of ePHI that it creates, receives,
maintains or transmits on behalf of the Covered Entity. Specifically, Business
Associate shall comply with the Security Standards.
(f) Business
Associate agrees to report to Covered Entity any use or disclosure of PHI not
provided for by this Agreement of which Business Associate becomes aware.
Additionally, Business Associate shall report to Covered Entity any Security
Incident resulting in an unauthorized use or disclosure of ePHI of which
Business Associate becomes aware.
(g) Business
Associate agrees to notify Covered Entity of any Breach of Unsecured Protected
Health Information within twenty (20) business days of the date Business
Associate learns of the Breach. Business Associate shall provide such
information to Covered Entity as required by the HIPAA Standards. Business
Associate shall reasonably cooperate and assist Covered Entity in making the notifications
required by law in the event of a Breach due solely to the wrongful acts or
omissions of Business Associate.
(h) Business
Associate agrees to ensure that any Subcontractor, to whom it provides PHI
created or received by Business Associate on behalf of Covered Entity agrees to
implement reasonable and appropriate safeguards to protect PHI to the same
restrictions and conditions that apply through this Agreement to Business
Associate with respect to such information.
(i) Business
Associate agrees to mitigate, to the extent practicable, any harmful effect
that is known to Business Associate of a use or disclosure of PHI by Business
Associate in violation of the requirements of this Agreement.
(j) Business Associate
agrees to make internal practices, books, and records, including policies and
procedures and PHI relating to the use and disclosure of PHI created or
received by Business Associate on behalf of Covered Entity available, at the
request of the Covered Entity, to the Secretary, for purposes of determining
Covered Entity’s compliance with the HIPAA Standards.
(k) Business Associate
agrees to document those disclosures of PHI, and information related to such
disclosures, as required to respond to a request by an Individual for an
accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528.
Business Associate further agrees to provide Covered Entity such information
upon its written request to permit Covered Entity to respond to a request by an
Individual for an accounting of disclosures of PHI, in accordance with 45
C.F.R. § 164.528.
(l) If Business
Associate conducts any Transactions electronically on behalf of Covered Entity,
Business Associate shall comply with the applicable requirements of 45 C.F.R.
Part 162.
(m) Except as
otherwise permitted by law, Business Associate shall not directly or indirectly
receive remuneration in exchange for a disclosure of PHI without the
Individual’s authorization.
(n) Business
Associate may use or disclose PHI to perform functions, activities, or Services
for, or on behalf of, Covered Entity pursuant to the Terms of Service between
the parties, provided that such use or disclosure does not violate the HIPAA
Standards. Business Associate may use PHI for the proper management and
administration of Business Associate or to carry out the legal responsibilities
of Business Associate. Business Associate may disclose PHI for the proper
management and administration of Business Associate or to carry out its legal
responsibilities, provided that such disclosures are (i) Required by Law, or
(ii) Business Associate obtains reasonable assurances from the person to whom
the information is disclosed that it will remain confidential and used or
further disclosed only as Required by Law or for the purpose for which it was
disclosed to the person, and the person agrees to notify Business Associate of
any instances of which it is aware in which the confidentiality of the
information has been breached. All disclosures will be made in accordance with
HIPAA Standards.
III-Provisions for Facility to Inform
Business Associate of Privacy Practices and Restrictions and Notices
(a) Facility shall
notify business associate of any limitation(s) in the notice of privacy
practices of Facility under 45 CFR 164.520, to the extent that such limitation
may affect business associate’s use or disclosure of protected health
information.
(b) Facility shall
notify business associate of any changes in, or revocation of, the permission
by an individual to use or disclose his or her protected health information, to
the extent that such changes may affect business associate’s use or disclosure
of protected health information.
(c) Facility shall
notify business associate of any restriction on the use or disclosure of
protected health information that Facility has agreed to or is required to
abide by under 45 CFR 164.522, to the extent that such restriction may affect
business associate’s use or disclosure of protected health information.
(d) Any notices or
communications to be given pursuant to this Agreement shall be made, in the
case of Covered Entity, to the individual noted in Covered Entity contact
appearing in your account set up information and if made to
Business Associate, to the address given below:
If
to business associate
to: Privacy Officer
1330 Filer Ave E,
Twin Falls, ID 83301
[email protected]
IV-Permissible Requests by Facility
Facility shall not
request business associate to use or disclose protected health information in
any manner that would not be permissible under Subpart E of 45 CFR Part 164 if
done by Facility.
V-Term and Termination
(a) Term.
The Term of this Agreement shall be effective as of the date signed, and shall
terminate or on the date Facility terminates for cause as authorized in
paragraph (b) of this Section, whichever is sooner.
(b) Termination
for Cause. Business associate authorizes termination of this Agreement by Facility,
if Facility determines business associate has violated a material term of the
Agreement and business associate has not cured the breach or ended the
violation within the time specified by Facility.
(c) Obligations
of Business Associate Upon Termination.
Upon termination of
this Agreement for any reason, business associate shall return to Facility or,
if agreed to by Facility, destroy, all protected health information received
from Facility, or created, maintained, or received by business associate on
behalf of Facility, that the business associate still maintains in any form.
Business associate shall retain no copies of the protected health
information.
Upon termination of
this Agreement for any reason, business associate, with respect to protected
health information received from Facility, or created, maintained, or received
by business associate on behalf of Facility, shall:
- Retain
only that protected health information which is necessary for business
associate to continue its proper management and administration or to
carry out its legal responsibilities;
- Return
to Facility or, if agreed to by Facility, destroy the remaining protected
health information that the business associate still maintains in any
form;
- Continue
to use appropriate safeguards and comply with Subpart C of 45 CFR Part
164 with respect to electronic protected health information to prevent
use or disclosure of the protected health information, other than as
provided for in this Section, for as long as business associate retains
the protected health information;
- Not
use or disclose the protected health information retained by business
associate other than for the purposes for which such protected health
information was retained and subject to the same conditions set out at
Section I related to paragraphs (e) and (f) above under Permitted Uses
and Disclosures By Business which applied prior to termination; and
- Return
to Facility the protected health information retained by business
associate when it is no longer needed by business associate for its
proper management and administration or to carry out its legal
responsibilities.
(d) Survival.
The obligations of business associate under this Section shall survive the
termination of this Agreement.
VI-Miscellaneous
(a) A reference in
this Agreement to a section in the HIPAA Rules means the section as in effect
or as amended.
(b) The Parties
agree to take such action as is necessary to amend this Agreement from time to
time as is necessary for compliance with the requirements of the HIPAA Rules
and any other applicable law.
(c) Any ambiguity
in this Agreement shall be interpreted to permit compliance with the HIPAA
Rules.
We have carefully
reviewed this contract and agree to and accept its terms and conditions. We
are executing this contract as of the day and year first written above.
