This Website is offered and available to users who are 18 years old or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company. If you are not 18 years old or older, you must not access or use the Website.
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
You must not:
The Company name, the name ZH Healthcare, Inc., the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
Additionally, you agree not to:
The Website may contain posting engines, message boards, chat features, or profiles, forums, bulletin boards, comment sections, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.
Any User Contribution you post to or through the site will be considered non-confidential and non-proprietary (unless you use the proper trademark or copyright notices in the post). By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.
You represent and warrant that:
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website.
We have the right to
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review material before it is posted on the Website, and we cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not
If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website or by anyone who may be informed of any of its contents.
This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, or reporting services. All statements or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
We fully support US and international copyright law and require that you fulfill our moral and legal obligations with respect to the use of the copyright protected materials of others. To that end, and in fulfillment of our commitment to protect the principles of copyright in general, you must seek permission to use copyrighted works whenever appropriate from the protected party before using or posting it on the Website. Further, you acknowledge that copyright infringement is a violation of the law and may impose civil and/or criminal liability on the individual infringer, as well as on the infringer’s employer. Therefore, you are required to comply with copyright law and adhere to this copyright policy. Failure to do so may result in suspension of your account and/or civil or criminal charges.
Copyright laws are generally not straightforward and they have many gray areas. The aim of this policy is to provide practical advice and procedures, but it is not a substitute for legal advice. Proper legal advice should be obtained whenever necessary and is solely your responsibility.
The purpose of copyright law is to provide authors and other creators (and those who obtain rights through such persons) with an incentive to create and share creative works by granting them exclusive rights to control how their works may be used. Among the exclusive rights granted to those authors are the rights to reproduce, distribute, publicly perform and publicly display a work. These rights provide copyright holders control over the use of their creations, and an ability to benefit, monetarily and otherwise, from the exploitation of their works. Copyright also protects the right to “make a derivative work,” such as a movie from a book; the right to include a piece in a collective work, such as publishing an article in a book or journal; and the rights of attribution and integrity for “authors” of certain works of visual art. If you are not the copyright holder, you must obtain permission prior to re-using or reproducing someone else’s copyrighted work. Acknowledging the source of a work, for instance, is not a substitute for obtaining permission.
The rights granted under the U.S. Copyright Act (embodied in Title 17 of the U.S. Code) are intended to benefit “authors” of “original works of authorship,” including literary, dramatic, musical, architectural, cartographic, choreographic, pantomimic, pictorial, graphic, sculptural and audiovisual creations. This means that virtually any creative work that you may come across in readable or viewable format, including books, magazines, journals, newsletters, maps, charts, photographs, graphic materials; unpublished materials, such as analysts’ reports and consultants’ advice; and non-print materials, including this Website, computer programs and other software, databases, sound recordings, motion pictures, video files, sculptures and other artistic works are almost certainly protected by copyright. It is your sole responsibility to determine if anything you post on or through this Website is protected by copyright.
Not everything is protected by copyright. This includes: works that are not fixed; titles, names, slogans; ideas, facts and data; listings of ingredients or contents; natural or self-evident facts; and public domain works (more on this below). Some of these things may, however, be protected under other areas of law, such as patent or trademark law, or by contract. It is important to be sure that no other form of protection restricts the use of such materials before using them, and this determination is solely your responsibility.
If you believe that any User Contributions violate your copyright or that or anyone else, you are required to send us a notice of copyright infringement to firstname.lastname@example.org. It is the policy of the Company to terminate the user accounts of repeat infringers.
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
This Website may provide certain social media features that enable you to
You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and we accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
The owner of the Website is based in the Commonwealth of Virginia in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR ITS AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
This website is operated by ZH Healthcare, Inc. at 2010 Corporate Ridge, Suite 700, McLean, VA 22102.
All notices of copyright infringement claims should be sent to the Company as designated in our Copyright Policy in the manner and by the means set forth therein.
All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to email@example.com
Thank you for visiting the Website.
ZH Healthcare, Inc., a Virginia limited liability company (“Company” or “We”), respects your privacy and is committed to protecting it through our compliance with this policy.
This policy describes the types of information we may collect from you or that you may provide when you visit this website ( our “Website”) and our practices for collecting, using, maintaining, protecting, and disclosing that information.
This policy applies to information we collect
It does not apply to information collected by
Our Website is not intended for children under 13 years of age. No one under age 13 may provide any information to or on the Website. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information on this Website or on or through any of its features, register on the Website, make any purchases on or through the Website, use any of the interactive or public comment features of this Website, or provide any information about yourself to us, including your name, address, telephone number, e-mail address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under the age of 13, please contact us at firstname.lastname@example.org.
We collect several types of information from and about users of our Website, including information:
We collect this information:
Information You Provide to Us
The information we collect on or through our Website may include:
You also may provide information to be published or displayed (hereinafter, “posted”) on public areas of the Website, or transmitted to other users of the Website or third parties – including other service providers (collectively, “User Contributions”). Your User Contributions are posted on and transmitted to others at your own risk. Although we may limit access to certain pages, please be aware that no security measures are perfect or impenetrable. Additionally, we cannot control the actions of other users of the Website or third parties with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.
As you navigate through and interact with our Website, we may automatically collect certain information about your equipment, browsing actions, and patterns, including. But not limited to:
The information we collect automatically is statistical data. It helps us to improve our Website and to deliver a better and more personalized service by enabling us to
The technologies we use for this automatic data collection may include:
We do not collect personal information automatically, but we may tie this information to personal information about you that we collect from other sources or that you provide to us.
We use information that we collect about you or that you provide to us, including any personal information:
We may also use your information to contact you about our own and third-parties’ goods and services that may be of interest to you. If you do not want us to use your information in this way, please adjust your user preferences in your account profile. For more information, see Choices About How We Use and Disclose Your Information.
We may disclose aggregated information about our users and information that does not identify any individual without restriction.
We may also disclose your personal information:
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
You can review and change your personal information by logging into the Website and visiting your account profile page.
We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Website, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.
Unfortunately, the transmission of information via the Internet is not completely secure. Although we take reasonable precautions to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.
The purpose of the ZH Healthcare BlueEHS (“BlueEHS”) Service Level Agreement (“SLA”) is to formalize our commitment to our valued health care professional users (“Clients”). Our SLA is intended to memorialize the specific level of support that we promise to provide to our Clients. This SLA may evolve over time, with additional knowledge of our Clients requirements, as well as the introduction of new application and services into the support portfolio, so please continue to check back for updates.
The following definitions shall apply to the BlueEHS SLA.
“Downtime” means, for the BlueEHS, if there is more than a five percent (5%) of the user community issue rate. Downtime is measured based on server side issue rate.
“Downtime Period” means, for the BlueEHS, a period of ten consecutive minutes of Downtime. Intermittent Downtime for a period of less than ten minutes will not be counted towards any Downtime Periods.
“ZH Healthcare BlueEHS Covered Services” means the ZH Healthcare BlueEHS, Advanced Billing Modules and Patient Portal Service. This does not include the ZH Healthcare website, ZH Healthcare customer support sites, NewCrop eRx Service, Third party lab services, or any other additional ZH Healthcare branded site that does not pertain directly to the BlueEHS system.
“Monthly Uptime Percentage” means total number of minutes in a calendar month minus the number of minutes of Downtime suffered from all Downtime Periods in a calendar month, divided by the total number of minutes in a calendar month.
“Scheduled Downtime” means those times where ZH Healthcare notifies Client of periods of Downtime at least twenty four hours prior to the commencement of such Downtime. There will be no more than thirty six hours of Scheduled Downtime per calendar year. Scheduled Downtime is not considered Downtime for purposes of this BlueEHS SLA, and will not be counted towards any Downtime Periods.
“Service” means the service provided by ZH Healthcare to Clients under the applicable BlueEHS Agreement.
“Service Credit” means the following:
|Monthly Uptime Percentage||Days of Service added to the end of the Service term, at no charge|
|< 99.9% – ≥ 99.0%||3|
|< 99.0% – ≥ 95.0%||7|
During the term of the applicable BlueEHS SLA, the BlueEHS Covered Services web interface will be operational and available to Clients at least 99.9% of the time, excluding scheduled downtime, in any calendar month (the “BlueEHS SLA”). If ZH Healthcare does not meet the BlueEHS SLA, and if Client meets its obligations under this BlueEHS SLA, Client will be eligible to receive the Service Credits described below. This BlueEHS SLA states Client’s sole and exclusive remedy for any failure by ZH Healthcare to provide the Services covered by this SLA.
Failure to comply with these few responsibilities will forfeit Client’s right to receive a Service Credit.
The aggregate maximum number of Service Credits to be issued by ZH Healthcare to Client for any and all Downtime Periods that occur in a single calendar month shall not exceed fifteen days (15) of Service to be added to the end of Client’s term for the Service. Service Credits may not be exchanged for, or converted to, monetary amounts.
The BlueEHS SLA does not apply to any services that expressly exclude this BlueEHS SLA (as stated in the documentation for such services) or any performance issues: (i) caused by factors outside of ZH Healthcare’s reasonable primary control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving ZH Healthcare employees), or Internet service provider failures or delays, and; (ii) that resulted from Client’s equipment or third party equipment, or both (not within the primary control of ZH Healthcare).
For any questions, concerns or requests for Service Credits please contact ZH Healthcare at: email@example.com
ZH Healthcare by mail:
Re: Service Credits
2010 Corporate Ridge, Ste 700
McLean, VA 22102
IMPORTANT: PLEASE READ THIS AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE SYSTEM. WE ARE WILLING TO GRANT A LICENSE TO USE THE SYSTEM TO YOU AS THE COMPANY, LEGAL ENTITY, OR INDIVIDUAL THAT DESIRES TO USE THE SYSTEM ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. THIS IS A LEGAL AND ENFORCEABLE CONTRACT JUST LIKE ANY OTHER WRITTEN NEGOTIATED AGREEMENT YOU SIGN. BY: (A) CLICKING THE “SIGN UP” BUTTON ON THE ORDER FORM; (B) CLICKING THE “I AGREE” OR “ACCEPT” BUTTON; OR (C) THROUGH THE USE OR CONTINUED USE OF THE SYSTEM; YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE “DECLINE” BUTTON, MAKE NO FURTHER USE OF THE SYSTEM AND CONTACT OUR CUSTOMER SERVICE, USING THE CONTACT DETAILS IN SECTION 17.6 OF THIS AGREEMENT.
This Agreement is entered into by and between Z&H Health Care Solutions, LLC, a Virginia Limited Liability Company, any and all of Z&H Health Care Solutions, LLC’s (“We”, “Us” or “Our”) and you (“You” or “Your”) as a User of our on-line System. You and We are individually referred to herein as the “Party” and collectively as the “Parties.” In the event you have purchased a subscription or license to use the System through an Authorized Reseller, the Authorized Reseller shall also be considered a Party to this Agreement.
Throughout this Agreement all capitalized terms shall have the meanings ascribed them in this Section 1 or as indicated elsewhere herein. Capitalized terms not expressly defined in this Agreement shall have the meanings given to them in HIPAA, as the same may, from time to time, be amended and modified
“Authorized Reseller” means a third party that is authorized by Us to resell access to the System and/or a branded white label version thereof.
“Authorized Workforce” means those members of Your Workforce who are individually authorized by You and to whom the System has assigned a User ID to have access and to use the System solely for the purposes provided hereunder.
“Confidential Information” means any information concerning Our business, financial affairs, current or future products or technology, trade secrets, workforce, customers, or any other information that is treated or designated by Us as confidential or proprietary, or would reasonably be viewed as confidential or as having value to Our competitors. Confidential Information shall not include information that We make publicly available or that becomes known to the general public other than as a result of a breach of an obligation by You. Confidential Information does not include individuals’ health information.
“De-identified Health Information” means health information that has been de-identified in accordance with the provisions of HIPAA codified at 45 CFR Part 160 (more commonly known as the “Privacy Rule”), and “De-Identify,” with respect to health information, means to make such health information into De-identified Health Information.
“De-Identified Information” means De-Identified Health Information and De-Identified Personal Information.
“De-Identified Personal Information” means personal information from which a User’s name and other identifiers unique to the User have been removed, and from which the User cannot reasonably be identified; and “De-Identify” with respect to Personal Information, means to make it into De-Identified Personal Information.
“HIPAA” means the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996, and the regulations promulgated thereunder, including the Privacy Rule and the Security Rule.
“Health Information Technology for Economic and Clinical Health (HITECH) Act” means the Technology for Economic and Clinical Health Act of 2009, and regulations promulgated thereunder.
“Patient Portal” shall mean the portal accessed by your patients through www.mydocsportal.com, as further defined in Section 3.10 below.
“Personal Information” means information that identifies You personally as a User of the System, and all information concerning You and Your use of the System that is not Protected Health Information.
“Policies and Procedures” means our rules, regulations, policies and procedures for access to and use of the System, as changed from time to time, and as posted electronically on the Website or in the System.
“Privacy Rule” means the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E.
“Protected Health Information” has the meaning given it in the Privacy Rule, and includes all individually identifiable health information concerning Your patients that You provide or input into the System.
“Security Rule” means the Security Standards for the Protection of Electronic Protected Health Information, as codified at 45 CFR part 160 and part 164, subparts A and C.
“Services” means the services, in connection with the System for which You have registered and to which You have been granted access in accordance with this Agreement and which may include e-Prescription Service, Lab-Information Services, Advanced Billing Module, Clearing House Service, Electronic Medical Records Service, Patient Portal and other services, whether provided directly by Us or a Third-party provider.
“System” means the electronic communication network, including all (i) hardware supplied by Us, (ii) software used or supplied by Us, and (iii) any such hardware and software installed or accessed at Your Location(s), and (iv) all documentation, whether hardcopy or electronic, supplied by Us in connection with the System.
“Term” means the initial term and all renewal terms, if any, of this Agreement as provided in Section 16.
“User” means a unique individual authorize by You or Us to use the System with a unique User ID.
“User ID” means a unique User identification assigned to an individual User pursuant to Section 3.7.
“Website” shall mean the world wide website through which you access the Services and Systems.
“Workforce” means directors, officers, employees, agents, representatives and any third parties in Your organization.
“Your Health Information” means Protected Health Information that You or Your Workforce, (i) enter into the System, (ii) remove from the System, or (iii) otherwise review, modify, change, or alter while Using the System.
“Your Location(s)” means the location(s)/address(es) You provide to Us and such other location(s)/address(es) as We may, in our sole discretion and from time to time, approve.
Use OF Services
2.1 Use. We grant to You and You accept from Us, a non-exclusive, personal, non-transferable, limited right to access and use the System, and a non-exclusive, personal, non-transferable, limited license to use any computer software furnished by Us for access to or use of the System, for the purpose of utilizing the Services during the Term, subject to Your full compliance with the terms and conditions set forth in this Agreement and with our Policies and Procedures. At no time will You be permitted to: (a) use the System for time-sharing, rental or service bureau purposes; (b) make the System, in whole or in part, available to any other person, group, entity or business; (c) copy, reverse engineer, decompile or disassemble the System, in whole or in part, or otherwise attempt to discover the source code to the software Used in the System; or (d) modify the Services or the System or associated software or combine the Services or the System with any other software or services not provided or approved by Us. Any prohibited use of the System, as provided above and as otherwise under the law shall result in the immediate termination of this Agreement. You agree and acknowledge that, except for the limited rights of access to and use of the System expressly granted by this Agreement, at no time do any rights appertain to the System transfer to You, and that We and our third-party providers retain all ownership rights in and to the System.
2.2 Third Party Software and Services. The System includes certain third-party software and services as provided in Section 11, which may require that You enter into separate subscription or licensing agreements with third-party vendors. We may also make available optional services provided by third parties, including but not limited to, electronic prescribing, clinical laboratory exchange/reporting services, integrated voice response systems, payment gateway services, clearing house services and others. You agree to comply with, and upon request to execute, such agreements as may be required for the use of such software or services and to comply, at all times relevant hereto, with the terms of any license or other agreement relating to third-party products included in the System or made accessible to You through Your access to or use of the System. Your use of the System or of such third-party products or services will constitute Your agreement to be bound by the terms of all licensing, subscription and similar agreements relating to such use. Your violation of any such third-party product or service licensing or other agreements shall constitute a material breach of this Agreement.
Access to the System
3.1 Verification. You agree that Your use of the System is subject to verification by Us of Your identity and credentials as a medical or health care practitioner and to Your ongoing qualifications as such. You agree that We may use and disclose Your Personal Information for such purposes, including (without limitation) making inquiry of third parties concerning Your identity and professional and practice credentials. You authorize such third parties to disclose to Us such information as We may request for such purposes and You agree to hold them and Us harmless from any claim or liability arising from the request for or disclosure of such information. You agree that We may terminate Your access to or use of the System at any time if We are, for any reason, unable at any time to determine or verify Your qualifications or credentials.
3.2 Clinical Support Information. We may provide information to assist You in clinical decision-making. This may include information and reminders concerning drug interactions, allergies, dosages, as well as general health-care related information and resources. We may also provide forums for Our Users to exchange information. The information and materials available on the Website are for informational and educational purposes only and are not intended to and do not in any way constitute professional advice, diagnosis or treatment, and do not and should not be used as a substitute for Your professional judgment. Information may be placed on the Website by Us and by third-parties beyond Our control. We are not responsible for the accuracy or completeness of information available from or through the Website. You are not permitted to use Our Website to advise, diagnose, or otherwise treat Users of the Website. You assume full risk and responsibility for the use of information You obtain from or through the Website, and You agree that Z&H Health Care Solutions, LLC is not and shall at no time be held responsible or liable, and You will defend, indemnify and hold us harmless, for any claim, loss, or liability arising from the use of any information on the Website. You agree to review the definitions, functionality, and limitations of the System, and to make an independent determination of their suitability for Your use. We and our suppliers and licensors disclaim all warranties, whether expressed or implied, including any warranty as to the quality, accuracy, and suitability of the information provided by the System for any purpose.
3.4 Location of Access. You and Your Workforce are authorized to access the System solely from Your Location(s), and from other locations from which You have received approval in writing from Us to access or use the System.
3.6 Compliance. You will comply with the terms of this Agreement, our Policies and Procedures, and all applicable laws and regulations, including, but not limited to, HIPAA. You will be solely responsible for the use of the System by You and Your Authorized Workforce, and shall indemnify and defend Us and hold Us harmless from any claim, cost or liability arising from such use, including reasonable attorneys’ fees.
3.7 User Identification. We authorize You and Your Authorized Workforce to use the User IDs assigned to You by the System. You acquire no ownership rights in any User ID, and User IDs may be revoked or changed at any time in our sole discretion. You will adopt and maintain reasonable and appropriate security precautions for User IDs to prevent their disclosure to or use by unauthorized persons, groups, entities and/or businesses. Each member of Your Authorized Workforce shall have and use a User ID. You will use Your best efforts to ensure that no member of Your Authorized Workforce uses a User ID assigned to another person.
3.8 No Third-Party Access. Except as required by law, You will not permit any third party (other than Your Authorized Workforce) to have access to the System or to use the Services without Our prior written consent, which consent may be withheld in our sole discretion. You will promptly notify Us of any order or demand for compulsory disclosure of any Protected Health Information or other health information. You will cooperate fully with Us in connection with any such demand.
3.9 Your Authorized Workforce.
You may permit Your Authorized Workforce to use the System and the Services, subject to the terms of this Agreement. You will:
3.10 Patient Portal. You may make general health information available to Your patients through the Patient Portal. You are solely responsible for the information that You make available through the Patient Portal, for granting access rights to Your patients and for revoking access rights. You agree that You will not use the Patient Portal to make available the health information of any person under the age of eighteen (18) years of age or where applicable federal, state or local law prohibits such disclosure. Personal health record information of patients will be held as part of the health record that We maintain for You, and will be subject to the terms of this Agreement and other agreements We are required to enter into by applicable law.
3.11 Forums. We may offer forums for the exchange of information among Our Users. You agree to comply with all applicable forum rules and the Policies and Procedures. In particular, You understand that We do not assure the accuracy, reliability, confidentiality or security of information made available through the use of such forums. You acknowledge that any information You post in a forum or discussion group is available to other forum members, third parties and the public, and may result in Your receiving communications from others outside the Website. You are responsible for safeguarding the privacy of Your and Your patients’ personal information when You participate in forums, discussion groups and other online media. You agree not to disclose individually identifiable health information, including Protected Health Information, through such forums.
3.12 Compliance with Applicable Law. Subject to the provisions of this Agreement, You are solely responsible for ensuring that Your use of the System and the Services (including making health information available through the System) complies with applicable federal, state and local law, including, but not limited to, HIPAA. You will not undertake or permit any unlawful use of the System, or take any action that would render the operation or use of the System by Us or any other User unlawful. We offer no assurance that Your use of the System and the Services under the terms of this Agreement will not violate any law or regulation applicable to You.
3.13 Professional Responsibility. You will be solely responsible for the professional and technical services You provide. We make no representations concerning the completeness, accuracy or utility of any information in the System or concerning the qualifications or competence of individuals who placed it there. We have no liability for the consequences to You or Your patients of Your use of the System or the Services, and You will indemnify, defend and hold Us harmless from any claims arising from the same.
3.14 Cooperation. You will cooperate with Us promptly in the administration of the System, including providing reasonable assistance in evaluating the System and collecting and reporting data requested by Us for purposes of administering the System at any time such assistance shall be requested. Any such data shall be deemed Our sole and exclusive property.
3.15 Indemnification. You agree to indemnify, defend, and hold harmless Us and other Users, and Our and their affiliates, officers, directors, agents, and representatives from and against any claim, cost or liability, including reasonable attorneys’ fees, arising out of: (a) the use of the System by You or Your Authorized Workforce; (b) any breach by You or Your Authorized Workforce of any obligations, representations, warranties or agreements contained in this Agreement; (c) the actions of any person gaining access to the System under a User ID assigned to You or a member of Your Authorized Workforce; (d) the actions of anyone using a User ID, password or other unique identifier assigned to You or any member of Your Authorized Workforce that adversely affects the System or any information accessed through the System; and (e) Your negligence or willful misconduct, or that of any member of Your Workforce and/or Your Authorized Workforce.
Use of Information
4.1 Purpose of System. The purpose of the System is to store Your Protected Health Information and (i) to make it available to You and Your Authorized Workforce; (ii) to facilitate the sharing of Protected Health Information among Users, and (iii) to make health information available to Your patients through the Patient Portal. You may make Your Personal Health Information accessible to other Users and to Your patients through the System for these purposes. You authorize Us, as Your business associate, to use and disclose Your Personal Health Information as follows, subject to the recipient’s agreement to comply with our Policies and Procedures and with applicable laws and regulations relating to the use and disclosure of health information, and subject also to the provisions of section 9:
4.2 We may use Protected Health Information to contact Your patients on Your behalf for any purpose for which You would be permitted to contact them, including, without limitation:
We may use or disclose Protected Health Information for other purposes, as from time to time described in our Policies and Procedures; provided that We will not make or permit any such use or disclosure that would violate applicable law or regulation if made by You or Your business associate. Except as provided herein, and notwithstanding any other provision of this section, We will not use or disclose Protected Health Information in any manner that would violate the requirements of the Privacy Rule or any other portion of HIPAA if done by You.
4.3 Responsibility for Misuse by Other Users. You acknowledge that in granting access to the System for the purposes set forth in this Section 4, We will rely on You regarding the assurances of the recipients of the information as to: (i) their identity and credentials, (ii) the purposes for which they are accessing the System, and (iii) the nature and extent of the information to which they will have access. You acknowledge that, while the System will contain certain technical safeguards against misuse of the System, it will rely to a substantial extent on the representations and undertakings of Users. You agree that We will not be responsible for any unlawful access to or use of Protected Health Information by any User resulting from the User’s misrepresentation to Us, or breach of the User’s User agreement or our Policies and Procedures.
4.4 Specially Protected Information. We apply the standards of the Privacy Rule in permitting access to the System. You acknowledge that other federal and state laws impose additional restrictions on the use and disclosure of certain types of health information, or health information pertaining to certain classes of individuals. You agree that You are solely responsible for ensuring that Protected Health Information may properly be disclosed for the purposes set forth in this section, subject only to the restrictions of the Privacy Rule. In particular, You will:
Providing Physician Data to Payers.
You agree that We may provide De-Identified Health Information and other information to any medical group, independent practice association of physicians, health plan or other organization with which You have a contract to provide medical services, or to whose members or enrollees You provide medical services. Such information may identify You, but will not identify any individual to whom You provide services. Such information may include (without limitation) aggregate data concerning Your patients, diagnoses, procedures, orders and the like.
Intellectual Property Rights.
6.1 Individually Identifiable Health Information. Except as otherwise required hereunder or in accordance with applicable law, You retain all rights with regard to Your Protected Health Information.
6.2 Other Works and Information. You agree that any information, material or work product You provide to the System, other than Protected Health Information and Personal Information which has not been De-Identified, is the exclusive property of Z&H Health Care Solutions, LLC, and by submitting such content or material You assign to Z&H Health Care Solutions, LLC, all intellectual property rights in such content or material. You agree that We may use, disclose, market, license and sell such information and works, including derivative products, without restriction. This includes, for example, custom templates that You create using the System, and information (other than Protected Health Information or Personal Information which has not been De-Identified) that You contribute to forums, discussion groups and the like. Furthermore, You agree that We may use, disclose, market, license and sell such material or content in accordance with the Privacy Rule and other applicable laws, and that You have no interest in the information, or in the proceeds of any sale, license, or other commercialization thereof. You warrant and agree that any material You provide will not infringe on the intellectual property or other rights of others, and will not be otherwise unlawful, infringing, threatening, libelous, defamatory, obscene, pornographic, or in violation of any applicable law. In the event that any information provided by You contains any of the preceding, such acts or failures to act that result in the availability of information on the System that is unlawful, infringing, threatening, libelous, defamatory, obscene, pornographic, or in violation of any law shall be considered a material breach of this Agreement.
6.3 De-Identified Information. In consideration of our provision of the Services, you hereby transfer and assign to us all right, title and interest in and to all De-Identified Information that we make from Your Health Information or Your Personal Information pursuant to Section 4.1e. You agree that we may use, disclose, market, license and sell De-Identified Information for any purpose without restriction, and that you have no interest in such information, or in the proceeds of any sale, license, or other commercialization thereof. You acknowledge that the rights conferred by this section are the principal consideration for the provision of the Services, without which we would not enter into this Agreement.
You shall be solely responsible for affording individuals their rights with respect to their Protected Health Information and information pertaining to your medical office or practice, such as the rights of access and amendment.
Business Associate AGREEMENT
In maintaining, using and affording access to Your Protected Health Information, We will comply with the obligations of the Business Associate Agreement that is attached hereto and incorporated herein as Exhibit A.
As required by the HITECH Act:
10.1 Your Systems. You will acquire, install, configure and maintain all hardware, software and communications systems necessary to access the System from Your Location (Your “Implementation”). Your Implementation will comply with the specifications from time to time established by Us. You will ensure that Your Implementation is compatible with the System and Services. If We notify You that Your Implementation is incompatible with the System, You will eliminate the incompatibility, and We may suspend Services to You, in Our sole discretion, until You do so.
10.2 Assistance. Upon request, We may provide goods or services in connection with Your Implementation. You will pay our then standard charges for such assistance, and our out-of-pocket costs.
Third-Party Sites and Service Providers.
11.2 Third Party Services. Click Here [ADD LINK] for a list of all of the third party service providers We use from time to time. The list is subject to change depending on who We are using for such services and notice of any changes is deemed provided by posting them at the link above on the Website.
Fees and Charges
12.1 Trial Period. We may provide You a trial of the Services for up to twelve (12) months without charging you a Service Fee (a “Trial Period”), thereafter, the terms of this Section 12 shall apply. Any Trial Period will be expressly agreed to upon when You sign up for the use of the Services.
12.2 Service Fees. Other than in connection with any applicable Trial Period, You will pay to Us our standard service fees (the “Service Fee(s)”) for the Services to which You have access during the Term of this Agreement. You also agree to pay, at our then current rates, for all goods and/or services that You request from Us that are not included in our standard services (“Miscellaneous Charges”). We will notify You of the applicable Service Fee when You are granted access to the Services, and We will notify You of the applicable Miscellaneous Charges, if any, before performing services to which a Miscellaneous Charge will apply. The Service Fee and Miscellaneous Charges may change from time to time. Z&H Healthcare will take commercially reasonable efforts to make any current Service Fees or Miscellaneous Charges available for review on the Website or by calling +1 855-936-3367.
12.3 Payment. Any applicable Service Fee shall be paid in advance, monthly, quarterly or annually as agreed upon when you purchase the Services, and We may require that You provide Us or a Reseller with a credit card for such payment. Any Miscellaneous Charges shall be paid within twenty (20) days of the date of invoice at the address set forth on the invoice, or at such other address as may be set forth in our Policies and Procedures or at such other address as We may, from time to time, request.
12.4 Late Charges. Any Service Fees or Miscellaneous Charges not paid within ten (10) business days of the due date are subject to a late charge of five percent (5%) of the amount owing and interest thereafter at the rate of one and one-half percent (1½%) per month on the outstanding balance, or the highest amount permitted by law, whichever is lower. Failure to pay any amounts due to Us within ten (10) days of the due date may result in termination of access to the System without notice. A reconnection fee equal to one (1) month’s Service Fee shall be assessed to re-establish connection after termination due to non-payment.
12.5 Taxes. All Service Fees and Miscellaneous Charges shall be exclusive of all federal, state, municipal, or other government excise, sales, use, occupational, or like taxes now in force or enacted in the future and You agree to pay any tax (excluding taxes on our net income) that We may be required to collect or pay now or at any time in the future and that are imposed upon the sale or delivery of items and services purchased under this Agreement.
12.6 Other Charges. You are responsible for any charges You incur to use the System, such as telephone, Internet and equipment charges, and fees charged by third-party vendors of products and services.
13.1 Non-Disclosure of Confidential Information. You agree and acknowledge that at no time may You disclose our Confidential Information to any other person, group, entity and/or business and You may not use any Confidential Information except for the purposes outlined in this Agreement. Except as otherwise provided hereunder, You may not, without our prior written consent, which consent we may withhold in Our sole discretion, at any time, during or after the Term of this Agreement, directly or indirectly, divulge or disclose Confidential Information for any purpose or use Confidential Information for its own benefit or for the purposes or benefit of any other person, group, entity and/or business. You agree to hold all Confidential Information in strict confidence and to take all measures necessary to prevent unauthorized copying, use, or disclosure of Confidential Information and to keep the Confidential Information from falling into the public domain or into the possession of persons not bound to maintain its confidentiality. You will disclose Confidential Information only to members of Your Workforce who are authorized to use it for the purposes of this Agreement. You will inform all such recipients of the confidential nature of Confidential Information and will instruct them to deal with Confidential Information in accordance with the terms of this Agreement. You will promptly advise Us in writing of any improper disclosure, misappropriation, or misuse of the Confidential Information by any person, group, entity and/or business which may come to Your attention or of which You should become aware.
13.2 You agree that We will suffer irreparable harm if You fail to comply with the obligations set forth in this Section 13, and You further agree that monetary damages will be inadequate to compensate Us for any such breach. Accordingly, You agree that We will, in addition to any other remedies available to Us at law or in equity, be entitled to the issuance of injunctive relief to enforce the provisions hereof, immediately and without the necessity of posting a bond.
13.3 This Section 13 will survive the termination or expiration of this Agreement for any reason.
Disclaimer, Exclusion of Warranties, and Limitation of Liability
14.1 Carrier Lines. YOU ACKNOWLEDGE THAT ACCESS TO THE SYSTEM WILL BE PROVIDED OVER VARIOUS FACILITIES AND COMMUNICATIONS LINES, AND INFORMATION WILL BE TRANSMITTED OVER LOCAL EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES, AND OTHER DEVICES (COLLECTIVELY, “CARRIER LINES”) OWNED, MAINTAINED, AND SERVICED BY THIRD-PARTY CARRIERS, UTILITIES, AND INTERNET SERVICE PROVIDERS, ALL OF WHICH ARE BEYOND OUR CONTROL. WE ASSUME NO LIABILITY FOR OR RELATING TO THE INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY, OR USE OF ANY INFORMATION WHILE IT IS TRANSMITTED ON THE CARRIER LINES, OR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, MISAPPROPRIATION, LOSS, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION ON THE CARRIER LINES. USE OF THE CARRIER LINES IS SOLELY AT YOUR RISK AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS.
14.2 No Warranties. ACCESS TO THE SYSTEM AND THE INFORMATION CONTAINED ON THE SYSTEM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SYSTEM OR THE INFORMATION IN THE SYSTEM, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, OR LOSS OF INFORMATION OR DATA, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. WE DISCLAIM ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE PROVIDERS OR THE SYSTEM. YOU ALSO AGREE AND ACKNOWLEDGE THAT ACCESS TO OR USE OF THE SYSTEM OR SERVICES MAY BE, PERIODICALLY AND WITHOUT PRIOR NOTICE, TEMPORARILY SUSPENDED OR SHUTDOWN FOR MAINTENANCE, REPAIRS, OR SYSTEM AUDITS AS MAY BE NECESSARY TO MAINTAIN THE SYSTEM AND SERVICES OR TO SUPPLEMENT OR ENHANCE SECURITY FEATURES OR FOR OTHER PURPOSES DESIGNED TO ENSURE PROPER OPERATION AND FUNCTION OF THE SYSTEM AND SERVICES. AT NO TIME AND UNDER NO CIRCUMSTANCES WILL WE BE HELD LIABLE FOR ACCESS TO OR USE OF A THIRD-PARTY SYSTEM, SOFTWARE OR SERVICES OF ANY KIND THAT YOU MAY ENCOUNTER, ACCESS OR USE THROUGH THE USE OF THE SYSTEM OR THE SERVICES. YOU AGREE AND ACKNOWLEDGE THAT YOUR ACCESS TO AND USE OF ANY SUCH THIRD-PARTY SYSTEM, SOFTWARE OR SERVICE IS AT YOUR OWN RISK AND THAT YOU SHALL BE SOLELY RESPONSIBLE FOR THE SECURITY OF THE DATA TRANSMITTED INCLUDING BUT NOT LIMITED TO YOUR PERSONAL HEALTH INFORMATION AND PROTECTED HEALTH INFORMATION, IF APPLICABLE, EXCEPT AS MAY BE OTHERWISE PROVIDED FOR HEREIN. THIRD PARTIES MAY OFFER WARRANTIES FOR ACCESS AND USE OF THEIR SYSTEM, SOFTWARE OR SERVICE AND YOU MUST RELY ON THEIR REPRESENTATIONS OR WARRANTIES, IF ANY. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US HARMLESS FOR ANY DAMAGES SUFFERED AS A RESULT OF YOUR ACCESS TO OR USE OF SUCH THIRD PARTY SYSTEMS, SOFTWARE OR SERVICES.
14.3 Conditions for Breach. We will not be deemed to be in violation of this Agreement unless You have first given Us written notice specifying the nature of the default, and We have failed within thirty (30) days of receipt of the notice either to cure the default or, if cure within such period is not practicable, to be diligently proceeding to cure the default.
14.4 Other Users. YOU ACKNOWLEDGE THAT OTHER USERS HAVE ACCESS TO THE SYSTEM AND ARE RECEIVING OUR SERVICES. SUCH OTHER USERS HAVE COMMITTED TO COMPLY WITH OUR POLICIES AND PROCEDURES CONCERNING USE OF THE SYSTEM; HOWEVER, THE ACTIONS OF SUCH OTHER USERS ARE BEYOND OUR CONTROL. ACCORDINGLY, WE DO NOT ASSUME ANY LIABILITY FOR OR RELATING TO ANY IMPAIRMENT OF THE PRIVACY, SECURITY, CONFIDENTIALITY, INTEGRITY, AVAILABILITY, OR RESTRICTED USE OF ANY INFORMATION ON THE SYSTEM RESULTING FROM ANY USER’S ACTIONS OR FAILURES TO ACT.
14.5 Unauthorized Access; Lost or Corrupt Data. WE ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR DATA, FACILITIES OR EQUIPMENT BY INDIVIDUALS OR ENTITIES USING THE SYSTEM OR FOR UNAUTHORIZED ACCESS TO, ALTERATION, THEFT, CORRUPTION, LOSS OR DESTRUCTION OF YOUR DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE SYSTEM, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS, AND FOR PROTECTING YOUR DATA AND PROGRAMS FROM LOSS BY IMPLEMENTING APPROPRIATE SECURITY MEASURES, INCLUDING ROUTINE BACKUP PROCEDURES. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH OUR PROVISION OF THE SERVICES.
14.6 Limitation of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THEORY OF LIABILITY, SHALL BE LIMITED TO THE AGGREGATE FEES ACTUALLY PAID BY YOU UNDER THIS AGREEMENT FOR THE SIX (6) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.
You will obtain and maintain for the purposes of this Agreement and at all times relevant hereunder, such policies of general liability, errors and omissions, and professional liability insurance and insurance pertaining to Your data, including Protected Health Information with reputable insurance companies as is usually carried by persons engaged in Your business.
Term; Modification; Suspension; Termination
16.1 Term. Other than an agreed upon Trial Period which is governed by the terms of this Agreement, the initial term of this Agreement shall commence on the date when the first Service Fees are dus (the “Effective Date”) and continue for a period of one (1) year from the Effective Date (the “Initial Term”), and thereafter shall renew annually for additional one (1) year periods (each a “Renewal Term,” which (if any), along with the Initial Term, shall collectively be referred to as the “Term”) until terminated as provided in this Section.
16.2 Termination upon Notice. We or You may terminate this Agreement at any time without cause upon thirty (30) days prior written notice to the other Party, provided however, that in the event of a voluntary termination under this Section 16.2 by You, You will not be entitled to a refund of any pre-paid Service Fees, and in the event of a voluntary termination under this Section 16.2 by Us, You will be entitled to a refund of any pre-paid Service Fees, if any that We have been paid prior to the effective date of such a termination.
16.3 Modification. We may update or change the Services and/or the terms set forth in this Agreement from time to time by posting the changes on the Website or within the System and recommend that You review this Agreement and the description of the Services on a regular basis. You understand and agree that Your continued Use of the Services after the Agreement or Services have been updated or changed constitutes Your acceptance of any revisions to the same. Without limiting the foregoing, if We make a change to the Agreement that materially affects Your use of the Services, We will conspicuously post a notice or notify You via email or Our website(s) of any such change.
16.4 Service Level Agreement. In the event you terminate this Agreement for a breach of Our standard service level agreement, you may be entitled to certain service credits.
16.5 Termination, Suspension or Amendment as a Result of Government Regulation. Notwithstanding anything to the contrary in this Agreement, We have the right, on notice to You, immediately to terminate, suspend, or amend this Agreement or the Service, without liability: (a) to comply with any order issued or proposed to be issued by any governmental agency; (b) to comply with any provision of law, any standard of participation in any reimbursement program, or any accreditation standard; or (c) if performance of any term of this Agreement by either Party would cause it to be in violation of law.
16.6 Judicial or Administrative Procedures; Credentialing. We may terminate this Agreement immediately upon notice to You: (a) if You are named as a defendant in a criminal proceeding for a violation of federal or state law; (b) if a finding or stipulation is made or entered into that You have violated any standard or requirement of federal or state law relating to the privacy or security of health information or Protected Health Information is made in any administrative or civil proceeding; (c) You are excluded from participation in a federal or state health care program, or (d) You cease to be qualified to provide services as a health care professional, or We are unable to verify Your qualifications as such.
16.7 Suspension of Access. We may suspend access to the System or the Services by You or any member of Your Workforce immediately pending Your cure of any breach of this Agreement, or in the event We determine in our sole discretion that access to or use of the System by You or the member of Your Workforce may jeopardize the System or the confidentiality, privacy, security, integrity or availability of information within the System, or that You or the member of Your Workforce has violated or may violate this Agreement or our Policies and Procedures, or has jeopardized or may jeopardize the rights of any third party, or that any person is or may be making unauthorized use of the System with any User ID assigned to You or a member of Your Workforce. We may terminate the access of any member of Your Authorized Workforce upon termination or change in status of his or her employment with You. Because We do not consider the Services to be a file storage services, We may also suspend access to the System or the Services by You or any member of Your Workforce if You are not using the Services on a regular basis as reasonably determined by Us. Our election to suspend the Services shall not waive or affect Our rights to terminate this Agreement as permitted under this Agreement.
16.8 Obligations After Termination. Except as otherwise set forth in Section 16.2 above, upon termination of this Agreement, You will cease to Use the System and We may terminate Your access to the System. You will pay to Us the Service Fee for the balance of the Term upon termination. Upon termination for any reason, You will remove all software provided under this Agreement from Your computer systems, You will cease to have access to the System, and You will return to Us all hardware, software and documentation provided by or on behalf of Us.
17.1 Applicable Law; Venue. The interpretation of this Agreement and the resolution of any disputes arising under this Agreement shall be governed by the laws of the Commonwealth of Virginia. If any action or other proceeding is brought on or in connection with this Agreement, the venue of such action shall be exclusively in the federal or state courts located in Counties of Fairfax or Arlington, Virginia.
17.2 Arbitration. ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE NOTICE OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, OR TO YOUR USE OF THE SERVICE, WEBSITE, SYSTEMS OR INFORMATION TO WHICH IT GIVES ACCESS, SHALL BE DETERMINED BY ARBITRATION IN McLEAN, VIRGINIA, BEFORE A SINGLE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION.
17.3 Non-Assignability. This Agreement may not be assigned or transferred by You without our prior written consent.
17.4 Supervening Circumstances. Other than the obligation to make payments due hereunder, no Party to this Agreement shall be deemed in violation of this Agreement if it is prevented from performing any of the obligations under this Agreement by reason of: (a) severe weather and storms; (b) earthquakes or other natural occurrences; (c) strikes or other labor unrest; (d) power failures; (e) war, terrorism, nuclear or other civil or military emergencies; (f) acts of legislative, judicial, executive, or administrative authorities; or (g) any other circumstances that are not within its reasonable control.
17.5 Severability. Any provision of this Agreement that shall prove to be invalid, void, or illegal, shall in no way affect, impair, or invalidate any other provision of this Agreement, and such other provisions shall remain in full force and effect.
17.6 Notices. Any and all notices required or permitted under this Agreement shall be sent by United States mail or fax transmission to the address provided below or to such other and different addresses as the Parties may designate in writing. If You supply Us with an electronic mail address, We may give notice by email message addressed to such address; provided that if We receive notice that the email message was not delivered, We will give the notice by United States mail or fax.
Z&H Health Care Solutions, LLC.
2010 Corporate Ridge, Suite 700,
McLean, VA 22102
Main: +1 855-936-3367
Fax: +1 703-890-8702
Attention: Customer Support
To You, at the address provided to Us when You registered as a User of the System.
17.7 Waiver. No term of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach.
17.8 Complete Understanding. This Agreement contains the entire understanding between the Parties, and there are no other written or oral understandings or promises between the Parties with respect to the subject matter of this Agreement other than those contained, incorporated or referenced in this Agreement. Except as otherwise provided in this Agreement, all modifications or amendments to this Agreement shall be in writing and signed by all Parties.
17.9 No Third-Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall confer, upon any person or entity other than the parties and their respective successors or assigns any rights, remedies, obligations, or liabilities whatsoever.
17.10 The Parties may issue and disseminate press releases, announcements and publications which state that We are providing the Services to You, provided that any use by either Party of the other Party’s insignia, logos, trademarks, trade names or service marks (collectively, the “Marks”) shall require the other Party’s prior written approval, which shall not be unreasonably withheld. All use by either Party of the other Party’s Marks will inure to the benefit of the Party owning the Marks. Upon termination of this Agreement, neither Party shall have any continuing right to use the other Party’s Marks and each party shall immediately cease all use of the other Party’s Marks. During the term of this Agreement and thereafter, We may list You as a client in all of Our marketing materials and may include a URL or plain text link to Your web site on the Website.
17.11 Advice of Counsel. Each Party acknowledges: (a) having fully read this Agreement in its entirety; (b) having had full opportunity to study and review this Agreement; (c) having been advised that counsel for Us has acted solely on Our behalf in connection with the preparation and execution of this Agreement; (d) having been advised that all parties have the right to consult and should consult independent counsel respecting their rights and duties under this Agreement; and (e) having had access to all such information as has been requested.
17.12 Authority. The individuals entering into this Agreement represent and warrant that they are competent and capable of entering into a binding contract, and that they are authorized to enter into this Agreement on behalf of the Parties.
Business Associate Agreement
The following terms used in this Business Associate Agreement (this “Agreement”) shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.
Capitalized terms used but not otherwise defined herein shall have the same meaning ascribed to them in 45 CFR 160.103 and 164.501.
(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 ZH Health Care Solutions, LLC (“ZHHC”).
(b) Covered Entity. “Covered Entity” 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 the User of ZHHC’s services or as otherwise listed below.
(c) HIPAA Rules. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.
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 Covered Entity 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) Document disclosures of PHI to a third party for a purpose other than Treatment, Healthcare Operations or Payment, as such terms are identified in the Privacy Rule, and such information related to such disclosures, including the subject of the PHI, the PHI disclosed, and the purpose of the disclosure, as would be required for the Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164.528. Business Associate agrees to provide the Covered Entity, in the time and manner designated by the Covered Entity, information collected in accordance with this Paragraph to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164.528;
(e) 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;
(f) Make available Protected Health Information in a Designated Record Set to the Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.524;
(g) Make any amendment(s) to Protected Health Information in a Designated Record Set as directed or agreed to by the covered entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy covered entity’s obligations under 45 CFR 164.526;
(h) Maintain and make available the information required to provide an accounting of disclosures to the Covered Entity as necessary to satisfy covered entity’s obligations under 45 CFR 164.528;
(i) To the extent the Business Associate is to carry out one or more of Covered Entity’s obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s);
(j) Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules; and
(k) Security Rule. The Business Associate shall adopt and maintain policies and procedures as required by the HIPAA Security Rule as set forth at 45 CFR §§ 164.302 -164.318 Subpart C. Specifically, the Business Associate shall:
(l) Pursuant to 45 CFR § 164.500 (b), the Business Associate health care clearinghouse that creates or receives Protected Health Information as a Business Associate of another covered entity, must comply with:
(a) Permitted Uses and Disclosures by Business Associate. Except as otherwise limited in this Agreement, the Business Associate may use or disclose Protected Health Information on behalf of, or to provide services to, the Practice for the following purposes, if such use or disclosure of Protected Health Information would not violate the Privacy Rule if done by the Practice:
(a) Covered Entity shall notify Business Associate of any limitation(s) in the notice of privacy practices of Covered Entity under 45 CFR 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of Protected Health Information;
(b) Covered Entity 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; and
(c) Covered Entity shall notify Business Associate of any restriction on the use or disclosure of Protected Health Information that Covered Entity 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.
V. Permissible Requests by Covered Entity
Covered Entity 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 Covered Entity; provided however, if the Business Associate will use or disclose Protected Health Information for data aggregation or management and administration and legal responsibilities of the Business Associate, then the foregoing shall not apply.
VI. Term and Termination
(a) Term. The Term of this Agreement shall be effective hereof and shall terminate on the date Covered Entity 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 covered entity, if Covered Entity 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 Covered Entity.
(c) Obligations of Business Associate Upon Termination.
Upon termination of this Agreement for any reason, Business Associate, with respect to Protected Health Information received from Covered Entity, or created, maintained, or received by business associate on behalf of Covered Entity, shall:
(d) Survival. The obligations of business associate under this Section shall survive the termination of this Agreement.
(a) Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended.
(b) Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules.
(c) Applicable Law; Venue. Other than as set forth in Section VII (b) above, the interpretation of this Agreement and the resolution of any disputes arising under this Agreement shall be governed by the laws of the Commonwealth of Virginia. If any action or other proceeding is brought on or in connection with this Agreement, the venue of such action shall be exclusively in the federal or state courts located in Counties of Fairfax or Arlington, Virginia.