Last updated: April 26, 2021
Please read these terms and conditions carefully before using Our Service.
Interpretation and Definitions
Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Definitions
For the purposes of these Terms and Conditions:
Application means the software service provided by the Company on any electronic device, named IRxPerformance Dashboard.
Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Account means a unique account created for You to access our Service or parts of our Service.
BAA means Business Associate Agreement
Country refers to: Ohio, United States
Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Independent Rx Consulting, LLC, 7333 Paragon Road, Centerville, OH 45459.
Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
Partner means an organization with which Company has a relationship which may include a discounted subscription fee rate for the Partner members.
Promotions refer to contests, sweepstakes or other promotions offered through the Service.
Service refers to the Application or the Website or both.
Subscriptions refer to the services or access to the Service offered on a subscription basis by the Company to You.
Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
Website refers to Independent Rx Consulting, accessible from https://independentrxconsulting.com and https://dashboard.independentrxconsulting.com
You (referred to as either “Client”, “You”, or "Your" in this Agreement) means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
Acknowledgment
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.
Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.
Subscriptions
Subscription Period
The Service or some parts of the Service are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.
At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it or the Company cancels it.
Subscription Cancellations
You may cancel Your Subscription renewal either through Your Account settings page or by contacting the Company. You will not receive a refund for the fees You already paid for Your current Subscription period and You will be able to access the Service until the end of Your current Subscription period.
Billing
You shall provide the Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.
Should automatic billing fail to occur for any reason, the Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
Fee Changes
The Company, in its sole discretion and at any time, may modify the Subscription fees. Any Subscription fee change will become effective at the end of the then-current Subscription period.
The Company will provide You with reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.
If your Subscription Fee contains a Partner discount and your membership with the Partner is no longer valid, Company reserves the right to adjust your subscription fee to the then standard non Partner fee.
Refunds
Except when required by law, paid Subscription fees are non-refundable.
Certain refund requests for Subscriptions may be considered by the Company on a case-by-case basis and granted at the sole discretion of the Company.
Promotions
Any Promotions made available through the Service may be governed by rules that are separate from these Terms.
If You participate in any Promotions, please review the applicable rules as well as our Privacy policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will apply.
User Accounts
When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.
You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.
You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
Exclusion from Federal Healthcare Programs
Each party warrants that it is not currently listed by a Federal agency as excluded, debarred, or otherwise ineligible for participation in any Federal health care program. Each party agrees that it will not employ, contract with, or otherwise use the services of any individual whom it knows or should have known, after reasonable inquiry, (a) has been convicted of a criminal offense related to health care (unless the individual has been reinstated to participation in Medicare and all other Federal health care programs after being excluded because of the conviction), or (b) is currently listed by a Federal agency as excluded, debarred, or otherwise ineligible for participation in any Federal health care program and further agrees that it will immediately notify the other in the event that it, or any person in its employ, has been excluded, debarred, or has otherwise become ineligible for participation in any Federal health care program.
Intellectual Property
The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.
The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.
Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.
Links to Other Websites
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
Termination
We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.
Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.
Limitation of Liability
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven't purchased anything through the Service.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.
"AS IS" and "AS AVAILABLE" Disclaimer
The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
Governing Law
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
Disputes Resolution
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
United States Federal Government End Use Provisions
If You are a U.S. federal government end user, our Service is a "Commercial Item" as that term is defined at 48 C.F.R. §2.101.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
Severability and Waiver
Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
Translation Interpretation
These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.
Business Associate Agreement
This BAA is entered into by the Company and Client and is effective as of the date Client registers for the Service (“BAA Effective Date”).
RECITALS
A. Company is providing the Services to Client and the Client wishes to disclose certain information to Company pursuant to the terms of the Service, some of which may constitute Protected Health Information (“PHI”) (defined below).
B. Client and Company intend to protect the privacy and provide for the security of PHI disclosed to Company pursuant to the Service in compliance with: (i) the Health Insurance Portability and Accountability Act of 1996, Public Law No. 104-191 (“HIPAA”), and regulations promulgated thereunder by the U.S. Department of Health and Human Services (the “HIPAA Regulations”); and (ii) Subtitle D of the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”), also known as Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009, Public Law No. 111-005 (“ARRA”).
C. The purpose of this BAA is to satisfy certain standards and requirements of HIPAA, the Privacy Rule and the Security Rule (as those terms are defined below), and the HITECH Act, including, but not limited to, Title 45, §§ 164.314(a)(2)(i), 164.502(e) and 164.504(e) of the Code of Federal Regulations (“C.F.R.”), and 42 U.S.C. §§ 17931(a) and 17934(a).
SECTION 1: DEFINITIONS
“Breach” shall have the same meaning given to such term in 42 U.S.C. § 17921(1) and 45 C.F.R. § 164.402.
“Designated Record Set” shall have the same meaning as the term “designated record set” in 45 C.F.R. § 164.501.
“Electronic Health Record” shall have the same meaning given to such term in 42 U.S.C. § 17921(5).
“Electronic Protected Health Information” or “Electronic PHI” shall have the meaning given to such term under the Privacy Rule and the Security Rule, including, but not limited to, 45 C.F.R. § 160.103, as applied to the information that Company creates, receives, maintains or transmits from or on behalf of Client.
“Individual” shall have the same meaning as the term “individual” in 45 C.F.R. § 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. § 164.502(g).
“Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. Parts 160 and 162 and Part 164, Subparts A and E.
“Protected Health Information” or “PHI” shall have the same meaning as the term “protected health information” in 45 C.F.R. § 160.103, as applied to the information created or received by Company from or on behalf of Client.
“Required by Law” shall have the same meaning as the term “required by law” in 45 C.F.R. § 164.103.
“Secretary” shall mean the Secretary of the Department of Health and Human Services or his or her designee.
“Security Incident” shall have the meaning given to such term in 45 C.F.R. § 164.304, but shall not include, (a) unsuccessful attempts to penetrate computer networks or servers maintained by Company and (b) immaterial incidents that occur on a routine basis, such as general “pinging” or “denial of service” attacks.
“Security Rule” shall mean the Security Standards at 45 C.F.R. Parts 160 and 162 and Part 164, Subparts A and C.
“Unsecured PHI” shall have the same meaning given to such term under 42 U.S.C. § 17931(h), and guidance promulgated thereunder.
Other capitalized terms used in this BAA and not otherwise defined herein shall have the meanings set forth in the Privacy Rule, the Security Rule, and the HITECH Act, which definitions are incorporated in this BAA by reference.
SECTION 2: PERMITTED USES AND DISCLOSURES OF PHI
2.1 Uses and Disclosures of PHI Pursuant to the Agreement. Except as otherwise limited in this BAA, Company may use or disclose PHI to perform the Services for the Client, provided such use or disclosure would not violate the Privacy Rule if done by Client.
2.2 Permitted Uses of PHI by Company. Except as otherwise limited in this BAA, Company may use PHI for providing the Service to Client or to carry out the legal responsibilities of Company.
2.3 Permitted Disclosures of PHI by Company. Except as otherwise limited in this BAA, Company may disclose PHI for providing the Service to the Client, provided that the disclosures are Required by Law., or Company obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person (which purpose must be consistent with the limitations imposed upon Company pursuant to this BAA), and that the person agrees to notify Company of any instances of which it is aware in which the confidentiality of the information has been breached. Company may use PHI to report violations of law to appropriate federal and state authorities, consistent with 45 C.F.R. § 164.502(j)(1).
2.4 Data Aggregation. Except as otherwise limited in this BAA, Company may use PHI to provide Data Aggregation services as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B), including use of PHI for statistical compilations, reports, research and all other purposes allowed under applicable law, (the “Uses”) and such Uses shall be the sole and exclusive property of Company.
2.5 De-identified Data. Company may create de-identified PHI in accordance with the standards set forth in 45 C.F.R. § 164.514(b) and may use or disclose such de-identified data for any purpose.
2.6 Disclosure Pursuant to Authorization. Without limiting the generality of the foregoing, Company reserves the right at its sole discretion to disclose an Individual’s PHI in response to and in accordance with a valid authorization executed by such Individual that meets the requirements set forth in the Privacy Rule.
SECTION 3: OBLIGATIONS OF Company
3.1 Appropriate Safeguards.
3.1.1 Privacy of PHI. Company will develop, implement, maintain, and use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by the Agreement and this BAA. The safeguards must reasonably protect PHI from any intentional or unintentional use or disclosure in violation of the Privacy Rule and this BAA, and limit incidental uses or disclosures made pursuant to a use or disclosure otherwise permitted by this BAA.
3.1.2. Security of PHI. Company will develop, implement, maintain, and use appropriate administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of Electronic PHI, as required by the Security Rule. Commencing on February 17, 2010, Company will comply with the provisions of 45 C.F.R. §§ 164.308, 164.310, 164.312 and 164.316 relating to implementation of administrative, physical and technical safeguards with respect to Electronic PHI in the same manner that such provisions apply to a HIPAA covered entity. Company will also comply with any additional security requirements contained in the HITECH Act that are applicable to a business associate.
3.2 Reporting of Improper Use or Disclosure, Security Incident or Breach. Client and Company acknowledge that Company is an independent contractor (and not an agent) to Client. As such, under the HITECH Act, the notification period for Client to disclose a Breach begins at the time Company notifies Client of a Breach. Company will report to Client any use or disclosure of PHI not provided for by the Agreement of which it becomes aware. Company will report to Client any Security Incident of which it becomes aware. Company will notify Client of any Breach of Unsecured PHI as soon as practicable, and no later than thirty (30) days after discovery of such Breach. Company’s notification to Client of a Breach will include: (a) the identification of each Individual whose Unsecured PHI has been, or is reasonably believed by Company to have been, accessed, acquired or disclosed during the Breach; and (b) any particulars regarding the Breach that Client would need to include in its notification, as such particulars are identified in 42 U.S.C. § 17932 and 45 C.F.R. § 164.404.
3.3 Company’s Agents. Company will ensure that any agent or subcontractor to whom it provides PHI received from, or created or received by Company on behalf of Client, agrees to restrictions and conditions that are substantially similar to those that apply through this BAA to Company with respect to such PHI. Company will ensure that any agent, including a subcontractor, to whom it provides Electronic PHI agrees to implement reasonable and appropriate safeguards to protect such information.
3.4 Access to PHI. To the extent Company possesses PHI in a Designated Record Set, Company agrees to make such information available to Client pursuant to 45 C.F.R. § 164.524 and 42 U.S.C. § 17935(e)(1), as applicable, within ten (10) business days of Company’s receipt of a written request from Client; provided, however, that Company is not required to provide such access where the PHI contained in a Designated Record Set is duplicative of the PHI contained in a Designated Record Set possessed by Client. If an Individual makes a request for access pursuant to 45 C.F.R. § 164.524 directly to Company, or inquires about his or her right to access, Company will direct the Individual to Client. Any disclosure of, or decision not to disclose, the PHI is the sole responsibility of Client.
3.5 Amendment of PHI. To the extent Company possesses PHI in a Designated Record Set, Company agrees to make such information available to Client for amendment pursuant to 45 C.F.R. § 164.526 within twenty (20) business days of Company’s receipt of a written request from Client. If an Individual submits a request for amendment pursuant to 45 C.F.R. § 164.526 directly to Company, or inquires about his or her right to amendment, Company will direct the Individual to Client. Any amendment of, or decision not to amend, the PHI is the sole responsibility of Client.
3.6 Documentation of Disclosures. Company agrees to document such disclosures of PHI and information related to such disclosures as would be required for Client to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528, and 42 U.S.C. § 17935(c), as applicable. Company will document, at a minimum, the following information (“Disclosure Information”): (a) the date of the disclosure; (b) the name and, if known, the address of the recipient of the PHI; (c) a brief description of the PHI disclosed; (d) the purpose of the disclosure that includes an explanation of the basis for such disclosure; and (e) any additional information required under the HITECH Act and any implementing regulations.
3.7 Accounting of Disclosures. Company agrees to provide to Client, within twenty (20) business days of Company’s receipt of a written request from Client, information collected in accordance with Section 3.6 of this BAA, to permit Client to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528, and 42 U.S.C. § 17935(c), as applicable.
3.8 Governmental Access to Records. Company will make its internal practices, books and records relating to the use and disclosure of PHI received from, or created or received by Company on behalf of Client, available to the Secretary for purposes of the Secretary determining Client’s compliance with the Privacy Rule and the Security Rule.
3.9 Mitigation. To the extent practicable, Company will cooperate with Client’s efforts to mitigate a harmful effect that is known to Company of a use or disclosure of PHI not provided for in this BAA.
3.10 Minimum Necessary. Company will request, use and disclose the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure, in accordance with 42 U.S.C. § 17935(b) and regulations promulgated thereunder.
3.11 Limitation on Marketing. Company may use and disclose PHI for marketing purposes only as expressly directed by Client, and in accordance with 42 U.S.C. § 17936(a). Company will not use or disclose PHI for fundraising purposes.
3.12 Limitation on Sale of Electronic Health Records and PHI. Company will comply with the prohibition on the sale of Electronic Health Records and PHI set forth in 42 U.S.C. § 17935(d).
3.13 HITECH Act Applicability. Company acknowledges that enactment of the HITECH Act amended certain provisions of HIPAA in ways that now directly regulate, or will on future dates directly regulate, Company under the Privacy Rule and Security Rule. To the extent not referenced or incorporated herein, requirements applicable to Company under the HITECH Act are hereby incorporated by reference into this BAA. Company agrees to comply with applicable requirements imposed under the HITECH Act, as of the effective date of each such requirement.
SECTION 4: OBLIGATIONS OF CLIENT
4.1 Notice of Privacy Practices. Client will provide its patients with its notice of privacy practices in accordance with 45 C.F.R. § 164.520.
4.2 Notification of Changes Regarding Individual Permission. Client will notify Company of any changes or limitation(s) in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect Company’s use or disclosure of PHI. Client will provide such notice no later than fifteen (15) days prior to the effective date of the change. Client will obtain any consent or authorization that may be required by the Privacy Rule, or applicable state law, prior to furnishing Company with PHI.
4.3 Notification of Restrictions to Use or Disclosure of PHI. Client will notify Company of any restriction to the use or disclosure of PHI that Client has agreed to in accordance with 45 C.F.R. § 164.522 or 42 U.S.C. § 17935(a), to the extent that such restriction may affect Company’s use or disclosure of PHI. Client will provide such notice no later than fifteen (15) days prior to the effective date of the restriction. If Company reasonably believes that any restriction agreed to by Client pursuant to this Section may materially impair Company’s ability to perform its obligations under the Agreement or this BAA, the parties will mutually agree upon any necessary modification of Company’s obligations under such agreements.
4.4 Permissible Requests by Client. Client will not request Company to use or disclose PHI in any manner that would not be permissible under the Privacy Rule, the Security Rule or the HITECH Act if done by Client, except as permitted pursuant to the provisions of Sections 2.2, 2.3, 2.4, 2.5 and 2.6 of this BAA.
SECTION 5: TERM AND TERMINATION
5.1 Term. The term of this BAA will commence as of the BAA Effective Date, and will terminate on the latest of: (a) the date when all of the PHI provided by Client to Company, or created or received by Company on behalf of Client, is destroyed or returned to Client; (b) the termination date of this BAA; or (c) the termination of the Service Subscription. If it is infeasible to return or destroy PHI or Company maintains PHI in connection with its internal records information and management policy, protections are extended to such information, in accordance with Section 5.3.
5.2 Termination for Cause. Upon either party’s knowledge of a material breach by the other party of this BAA, such party will provide written notice to the breaching party detailing the nature of the breach and providing an opportunity to cure the breach within thirty (30) business days. Upon the expiration of such thirty (30) day cure period, the non-breaching party may terminate this BAA and, at its election, any or all of the Services, if cure is not possible.
5.3 Effect of Termination.
5.3.1 Except as provided in Section 5.3.2, upon termination of all of the Services Schedules or this BAA for any reason, Company will return or destroy all PHI received from Client, or created or received by Company on behalf of Client, and will retain no copies of the PHI. This provision will apply to PHI that is in the possession of subcontractors or agents of Company.
5.3.2 If it is infeasible for Company to return or destroy the PHI upon termination of all of the Services Schedules or this BAA or Company maintains PHI in connection with its internal records information and management policy, Company will: (a) extend the protections of this BAA to such PHI; (b) limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Company maintains such PHI; and (c) never disclose such PHI to another Company client or third party unless such information has been de-identified in accordance with the standards set forth in 45 C.F.R. § 164.514(b).
SECTION 6: SURVIVAL
The respective rights and obligations of Company under Section 5.3 of this BAA will survive the termination of the BAA and all of the Services.
SECTION 7: EFFECT OF BAA
In the event of inconsistency between the provisions of this BAA and mandatory provisions of the Privacy Rule, the Security Rule or the HITECH Act, as amended, or their interpretation by any court or regulatory agency with authority over Company or Client, such interpretation will control; provided, however, that if any relevant provision of the Privacy Rule, the Security Rule or the HITECH Act is amended in a manner that changes the obligations of Company or Client that are embodied in terms of this BAA, then the parties agree to negotiate in good faith appropriate non-financial terms or amendments to this BAA to give effect to such revised obligations. Where provisions of the BAA are different from those mandated in the Privacy Rule, the Security Rule, or the HITECH Act, but are nonetheless permitted by such rules as interpreted by courts or agencies, the provisions of the BAA will control.
SECTION 8: GENERAL
This BAA is governed by, and will be construed in accordance with, the laws of the Country. Any action relating to this BAA must be commenced within six (6) months after the date upon which the cause of action accrued. Client will not assign this BAA without the prior written consent of Company, which will not be unreasonably withheld. If any part of a provision of this BAA is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the remainder of that provision and all other provisions of this BAA will not be affected. All notices relating to the parties’ legal rights and remedies under this BAA will be provided in writing to a party, will be sent to its address and will reference this BAA. This BAA may be modified, or any rights under it waived, only by a written document executed by the authorized representatives of both parties. Nothing in this BAA will confer any right, remedy, or obligation upon anyone other than Client and Company or result in such person, firm or corporation being deemed a third party beneficiary. This BAA is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing all prior agreements, communications, and understandings (written and oral) regarding its subject matter.
Changes to These Terms and Conditions
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
Contact Us
If you have any questions about these Terms and Conditions, You can contact us:
By email: support@independent-rx.com
By phone number: 937.522.0175
