Practice and Provider Agreement

Written by BeSeen Health Support

Updated 2 years ago

Document Version Date: February 25, 2022

This Practice and Provider Agreement (the “Agreement”) is made and entered into by and between you (the “Entity”, “Practice,” “Provider/s,” “You,” or “Your”) and Be Seen Health, Inc. (the “Company”, “Be Seen”, “We”, “Us”, or “Our”). The purpose of this Agreement is to set forth the terms applicable to the Entity’s use of the services offered through the websites, applications, services, APIs, and mobile platforms (each a “Service”, collectively “Services”) provided by Be Seen. This Agreement, together with our Privacy Policy and Terms and Conditions, govern your use of the Services provided by the Company.

Please read this Agreement carefully and keep it for your records.

By accessing and using the Services, and as an express condition of such use and access, you agree to be bound by the terms of this Agreement as follows:

Services. Be Seen shall provide the Services to assist individuals (the “Members”) with finding health care providers and booking appointments with their chosen providers. . The Entity shall create a Be Seen account and list its general practice/provider information, medical education, medical specialty, and board certifications, as well as the Providers’ appointment availability, available professional services, and prices for appointments scheduled by Members. Be Seen shall facilitate payments between Members and the Entity for appointments that are scheduled through a Service. Be Seen charges the Entity an administrative fee for the Entity’s use of the Services, as detailed herein.
Representation and Covenants by You. You agree and represent that all the information provided during the creation of your account is true and accurate in all respects. You agree to inform us immediately in writing if there is a suspension or termination of, or other sanction impacting, the medical or other applicable health care professional licenses of the health care professionals who provide professional services on behalf of the Entity, or if there are or expected to be any disciplinary actions brought against such professionals that would reasonably be expected to result in suspension or termination of, or other sanction impacting, such licenses if determined in a manner adverse to the health care professional. You also agree to update this information to keep it true and accurate at all times.
Authentication. Be Seen may also verify provider and practice information provided to Us during or after the creation of your account with third party databases or other sources, and you authorize Be Seen to make such inquiries.
Professional Fees. The Entity shall be paid professional fees for professional services rendered to Members (the “Professional Fees”) by such Members in accordance with the Provider Pricing and Payment Terms Schedule, which is available during account creation and in your reporting dashboard and in your monthly statements. Be Seen reserves the right to change the Provider Pricing and Payment Terms Schedule at any time. We will notify You in writing or electronically, including without limitation, by email or by posting the updated Provider Pricing and Payment Terms on your reporting dashboard in advance of these changes. The changes will be effective as of the date indicated on the notification. The Entity shall accept the Professional Fees payable hereunder as payment in full for professional services rendered to Members during appointments that are scheduled through a Service. The Entity acknowledges that it shall not seek payment directly from Members, or submit claims to Members’ insurance carriers, health plans, or other third party payors, for such professional services.
Administrative Fees. You agree to pay to Be Seen administrative fees for your use of the Services (the “Administrative Fees”). The current Administrative Fees, along with any special rates or discounts we may offer you, are displayed during the creation of your account, in your reporting dashboard, and on your monthly statements. Be Seen reserves the right to change the Administrative Fees at any time. We will notify You in writing or electronically, including without limitation, by email or by posting the updated Administrative Fees on your reporting dashboard, in advance of these changes. The changes will be effective as of the date indicated on the notification. . By Your continued use of the Services, You agree to the existing and any future updates to the Administrative Fees. You acknowledge and agree that the Administrative Fees are non-refundable. You are responsible for any fees or charges incurred to access the Site through an Internet access provider or other third party service. Nothing in this Agreement shall be construed as an offer or payment by one party to the other party of any remuneration, whether directly or indirectly, overtly or covertly, specifically for patient referrals or for recommending or arranging the purchase, lease or order of any health care item or service. The parties acknowledge and agree that all fees payable under this Agreement are fair market value and were negotiated in an arms’ length transaction.
Intellectual Property. Provider acknowledges and agrees that Be Seen retains all right, title, and interest in and to the Services (including all updates thereto or modifications thereof), including all Intellectual Property Rights therein (collectively, the “Be Seen Property”). No rights are granted to Provider hereunder other than as expressly set forth in this Agreement. Provider acknowledges and agrees that Be Seen, solely, is entitled to apply for patents or any and all intellectual property rights arising from or relating to the Services. For purposes of this Agreement, “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.
Account Privacy Policy. You agree that all registration data and other information about You or provided by You are subject to our Privacy Policy. You acknowledge that Your information may be stored and processed in the United States or any other country where we have facilities, and by using the Services, you consent to the transfer of information outside of the country in which you reside, subject to applicable law. If your access to the Services is provided by or through a third party (for example, your employer or a health care provider (each, a “Third Party”)), the Third Party may have provided us with information about you to enable us to provide you with access to the Service and distinguish you from other Providers (such as your email address or name). You agree that the creation of a Be Seen account will also create an account with any third party payment processor utilized by Be Seen to process payments from Members. If you access a Service using a password, you are solely responsible for maintaining the confidentiality of that password. If you provide someone else, including any other entity, with access to your password to your Be Seen account, then he, she or it may have the ability to view information about your account and make changes through the Site for the Service. You agree to notify us promptly if you change your billing address or delivery addresses or phone numbers or email addresses so we can continue to contact you and send any notices required hereunder. If you fail to notify us promptly of a change, then any notice we send to any of your old addresses shall be deemed sufficient notice.
Business Associate Addendum. The parties shall enter into the Business Associate Addendum attached hereto and incorporated herein by reference.
Consent To Receive Communications In Electronic Form. For contractual purposes, the Entity: (a) consents to receive communications from the Company in an electronic form via the email address you have submitted during account creation; and (b) agree that all Terms and Conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

We may also use your email address to send you other messages, including information about the Services and special offers. You may opt-out of such emails by changing your account settings, using the “Unsubscribe” link in the message, or by sending an email to support@beseenhealth.com. Opting out may prevent you from receiving messages regarding the Services or special offers.
WARRANTY DISCLAIMER. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICES. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.
LIMITATION OF DAMAGES, RELEASE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY ORITS AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVERTISERS, SUPPLIERS, CONTENT PROVIDERS, LICENSORS, OR PARTNERS BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM: (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR PROVIDER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICES; (C) THE SERVICES GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICES AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH USE OR WITH ANY OTHER USER OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR ACCOUNT. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

If you have a dispute with one or more members, resulting from using the Services, you release us (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

If you are a California resident using the Service, you waive your rights with respect to California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
Indemnification for Medical Diagnosis and Treatment. You agree that you as the Provider are solely and exclusively responsible for any medical advice, diagnosis, treatment, and other healthcare services you provide to patients who scheduled through the Services. You agree to indemnify, defend, and hold harmless the Company and its shareholders, officers, directors, managers, employees, and agents from and against any and all damages, losses, costs, and expenses (including without limitation reasonable attorneys’ fees and expenses) arising out of or relating to (a) any claim or threatened claim made by a patient who scheduled an appointment with You through the Services that relates to the medical advice, diagnosis, or treatment You or any of your Affiliates (as defined herein) provided to such patient, (b) Your breach of this Agreement, or (c) Your violation of applicable law. For the purposes of this Agreement, “Affiliates” shall include any person controlled by, controlling, or under common control with the Entity and any persons who are employed, contracted, or otherwise engaged by the Entity.
Duration and Cancellation Terms. This Agreement shall remain in full force and effect while the Entity has an open account with Be Seen. The Entity may close its account by sending a notice requesting the cancellation of the Services in writing via email to support@beseenhealth.com. The cancellation of the Services will not affect any actions taken before the receipt of the email notification. Be Seen will remove the Entity’s information from any search results and will not allow additional bookings within 48 hours of confirming receipt of the account cancellation notice request. We may cancel Your account at any time upon notice to You in writing using the email on record for your account. The Entity should download and maintain a copy of all statements for its records.
Arbitration. Be Seen is committed to trying to resolve any disputes that you might have with the Services. To give us the opportunity to resolve informally any disputes between you and Us arising out of or relating in any way to the Services, this Agreement, the Terms and Conditions, the Privacy Policy, or any representation made by Us, You agree to communicate your dispute to us via email at support@beseenhealth.com. You agree not to bring suit or to initiate arbitration proceeding until 60 days after the date on which you communicated your dispute to Us. If a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be San Diego, California. Each party will, upon written request of the other party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed. In making determinations regarding the scope of exchange of electronic information, the arbitrator(s) and the parties agree to be guided by The Sedona Principles, Third Edition: Best Practices, Recommendations & Principles for Addressing Electronic Document Production. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. Each party shall bear its own costs and expenses and an equal share of the arbitrators' and administrative fees of arbitration. The award of the arbitrators shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
Amendments. We may change or update this Agreement at any time by notifying you of the change in writing or electronically, including, without limitation, by email. The changes will be effective as of the date on the updated Agreement sent to you and posted on Our Site. You agree that you shall be bound by such changes or updates if you continue using any of the Services.
Force Majeure. You understand and agree Be Seen will not be held responsible for any losses or damages resulting from the suspension of the Services due to extraordinary events or circumstances beyond our control. In such an event, Be Seen may suspend the Be Seen Services and access to your account and our third party payment processor may temporarily suspend service and access to funds in a holding account.
Notices. All notices required or contemplated by this Agreement shall be in writing. Any notice to be given or served by Be Seen to the Entity shall be deemed given and received hereunder when delivered via email to the representative identified in the Entity’s Be Seen account. Any notice to be given or served by the Entity to Be Seen shall be deemed given and received hereunder when delivered via email to support@beseenhealth.com. Either Party may change its contact information by providing the other Party with notice of the change in accordance with this section.
General. This Agreement, together with the Business Associate Addendum and all schedules and exhibits hereto, constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes all previous and contemporaneous oral or written agreements regarding your use of the Services. We may discontinue or change any Services, or their availability to you, at any time. This Agreement is personal to the Entity, which means that you may not assign your rights or obligations under this Agreement to anyone. No third party is a beneficiary of this Agreement. You agree that this Agreement, as well as any and all claims arising from this Agreement, will be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to any conflict or choice of law principles. For all litigation which may be brought, subject to the requirements for arbitration hereunder, with respect to any controversy or claim, arising out of or relating to this Agreement or any relationship between us, the sole jurisdiction and venue for such litigation will be an appropriate federal or state court located in the San Diego County in the State of California. Our failure to enforce any provision of this Agreement or to respond to a breach by you or other parties of this Agreement shall not in any way waive our rights to subsequently enforce any term or condition of this Agreement.

[Verbiage for click-to-accept language: This Agreement takes effect when you click the “I Accept” button below. By clicking on the “I Accept” button, you (1) acknowledge that you have read and understood this Agreement, (2) represent and warrant that you have the right, power, and authority to enter into this Agreement and, if entering into this Agreement for an organization, that you have the legal authority to bind that organization, and (3) accept this Agreement and agree that you are legally bound by its terms. If you do not agree to the terms of this Agreement, you should exit the account creation and not select the “I Accept” button.]

BUSINESS ASSOCIATE ADDENDUM

This Business Associate Addendum (the “Business Associate Addendum”) is made a part of, and incorporated into, the Practice and Provider Agreement between the Entity (the “Covered Entity”) and Be Seen Health (the “Business Associate”).

RECITALS

WHEREAS, the Business Associate and the Covered Entity are parties to that certain Practice and Provider Agreement (“the Services Agreement”) pursuant to which the Business Associate performs certain scheduling and other services (the “Services”) for the Covered Entity.

WHEREAS, the Covered Entity may Disclose or make available to the Business Associate, and the Business Associate may Use, Disclose, receive, transmit, maintain or create from or on behalf of the Covered Entity, health information that is considered PHI (as defined below) in connection with the provision of Services to or on behalf of the Covered Entity.

WHEREAS, the parties are committed to compliance with the Health Insurance Portability and Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Act of 2009 and regulations promulgated thereunder, as amended from time to time (collectively, “HIPAA”).

NOW, THEREFORE, the purpose of this Business Associate Addendum is to satisfy the obligations of the Covered Entity and the Business Associate under HIPAA and ensure the integrity and confidentiality of PHI that the Business Associate Uses, Discloses, receives, transmits, maintains or creates to, from, or on behalf of the Covered Entity.

TERMS

Definitions. The following terms used in this Business Associate Addendum shall have the same meaning as in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Individual, Minimum Necessary, Notice of Privacy Practices, Required By Law, Secretary, Security Incident, Business Associate, Unsecured Protected Health Information, and Use. In addition, the following definitions apply:
1. 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 Business Associate Addendum, shall mean Be Seen Health, Inc.
2. 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 Business Associate Addendum, shall mean the Entity defined in the Services Agreement.
3. HIPAA Rules. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.
4. Protected Health Information or PHI. “Protected Health Information” or “PHI” has the same meaning as under the HIPAA Rules, to the extent that such information is created, maintained, accessed by, received by, or transmitted to or by the Business Associate, to, from, or on behalf of the Covered Entity.
5. Reportable Event. “Reportable Event” shall mean any (1) use or disclosure of PHI not provided for by this Business Associate Addendum; (2) Security Incident; or (3) Breach of Unsecured PHI.
Obligations and Activities of Business Associate. The Business Associate agrees to:
1. Not use or disclose PHI other than as permitted or required by this Business Associate Addendum and the Services Agreement, or as Required by Law;
2. Develop, implement, use, and monitor appropriate safeguards, at its expense, and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI, to prevent use or Disclosure of PHI other than as provided for by this Business Associate Addendum;
3. Report to the Covered Entity any Reportable Event of which it becomes aware. All such report shall be made without unreasonable delay, but in no case more than five (5) business days after, Business Associate’s discovery of the Reportable Event. The notification required hereunder shall include, to the extent possible: (i) the identification of each Individual whose PHI has been, or is reasonably believed by Business Associate to have been, accessed, acquired, used, lost, modified, destroyed, or disclosed during the Reportable Event; (ii) a brief description of what happened, including the date of the Reportable Event and the date of the discovery of the Reportable Event; (iii) a description of the types of PHI involved; (iv) any steps Individuals should take to protect themselves from potential harm resulting from the Reportable Event; (v) a brief description of what Business Associate is doing to investigate, remediate, and respond to the Reportable Event, mitigate harm to Individuals, and protect against further Reportable Events; and (vi) such other information that is reasonably available to Business Associate that Covered Entity would reasonably be expected to need to fulfill its notification obligations with respect thereto. Business Associate shall supplement its initial notification as additional information is obtained. Business Associate shall cooperate with Covered Entity in investigating a Reportable Event and assist Covered Entity in determining whether a Reportable Event constitutes a Breach of Unsecured PHI. The parties acknowledge and agree that this Section constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence of attempted but unsuccessful Security Incidents that do not result in unauthorized access to, or use, loss, modification, destruction, or disclosure of, PHI, such as pings and other broadcast attacks on Business Associate’s firewall, port scans, unsuccessful log-on attempts, unsuccessful denial of service attacks, or any combination thereof.
4. Mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a Reportable Event;
5. 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 PHI on behalf of the Business Associate agree, in writing, to substantially the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information;
6. To the extent Business Associate maintains PHI in a Designated Record Set, make such PHI available to the Covered Entity in a time and manner that meets the requirements of 45 CFR 164.524 and applicable state law;
7. To the extent Business Associate maintains PHI in a Designated Record Set, make any amendment(s) to such PHI that the Covered Entity directs or agrees to in a time and manner that meets the requirements of 45 CFR 164.526;
8. Provide to Covered Entity an accounting of Disclosures of an Individual’s PHI in a time and manner that meets the requirements of 45 CFR 164.528 and, as of the applicable effective date, Section 13405(c) of HITECH and any regulations promulgated thereunder; and
9. Make its internal practices, books, and records, including its policies and procedures, available to the Secretary for purposes of determining compliance with the HIPAA Rules. No attorney-client, accountant-client, or other legal privilege shall be deemed to have been waived by Business Associate by virtue of Business Associate’s compliance with this provision.
Permitted and Prohibited Uses and Disclosures by the Business Associate. The parties agree that:
1. The Business Associate may only use or disclose PHI as specified in this Business Associate Addendum and as necessary to perform the services set forth in the Service Agreement between the parties.
2. The Business Associate may use or disclose PHI as required by law.
3. The Business Associate agrees to make uses and Disclosures and requests for PHI consistent with the Minimum Necessary requirements under the HIPAA Rules.
4. The Business Associate may use PHI to de-identify the information in accordance with 45 CFR 164.502(d) and 164.514(a)-(c).
5. The Business Associate may use and disclose PH in connection with seeking authorization from the Individual to the extent such authorization is required by 45 CFR 164.508.
6. The Business Associate may not use or disclose PHI in a manner that would violate the HIPAA Rules, except for the specific uses and Disclosures set forth below.
7. The Business Associate may use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate; and
8. The Business Associate may disclose PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate, provided the Disclosures are Required by Law, or the Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as Required by Law or for the purposes for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
Obligations of the Covered Entity. The Covered Entity agrees that:
1. The Covered Entity shall notify the Business Associate of any limitation(s) in the Notice of Privacy Practices of the Covered Entity under 45 CFR 164.520, to the extent that such limitation may affect the Business Associate’s use or Disclosure of PHI.
2. The Covered Entity shall notify the Business Associate of any changes in, or revocation of, the permission by an individual to use or disclose his or her PHI, to the extent that such changes may affect the Business Associate’s use or Disclosure of PHI.
3. The Covered Entity shall notify the Business Associate of any restriction on the use or Disclosure of PHI that the Covered Entity has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect the Business Associate’s use or Disclosure of PHI.
4. The Covered Entity shall not ask the Business Associate to use or disclose PHI in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by the Covered Entity.
Term and Termination. The parties agree that:
1. Term. The Term of this Business Associate Addendum shall be effective as of the date of execution and shall terminate as provided in the Services Agreement or on the date terminated for cause as authorized in paragraph (b) of this Section, whichever is sooner.
2. Termination for Cause. Upon a party’s determination that the other party breached a material term of this Business Associate Addendum, the non-breaching party shall provide the breaching party written notice of the alleged breach in sufficient detail to enable the breaching party to understand the specific nature of that breach and afford the breaching party an opportunity to cure the breach; provided, however, that if the breaching party fails to cure the breach within thirty (30) days of receipt of such notice, the non-breaching party may terminate this Business Associate Addendum and the Services Agreement.
3. Obligations of the Business Associate Upon Termination. Upon termination of this Business Associate Addendum or the Services Agreement for any reason, the Business Associate shall return or destroy all PHI that Business Associate still maintains in any form. Business Associate shall retain no copies of such PHI. If return or destruction of any or all PHI is not feasible, Business Associate shall:
  1. Retain only that PHI which return or destruction is not feasible;
  2. Return to the Covered Entity or destroy the remaining PHI that the Business Associate still maintains in any form;
  3. Continue to use appropriate safeguards and comply with HIPAA Rules with respect to any PHI retained, for as long as PHI is retained;
  4. Not use or disclose the PHI retained by the Business Associate other than for the purposes for which such PHI was retained and subject to the same conditions set out herein that applied prior to termination; and
  5. Return to the Covered Entity or destroy the PHI retained by Business Associate if and when it becomes feasible to do so.
4. Survival. The obligations of the Business Associate under this Section shall survive the termination of this Business Associate Addendum.
Miscellaneous. The parties agree that:
1. Ownership. The parties agree that the Business Associate has no ownership interest or title in the PHI governed by this Business Associate Addendum.
2. Regulatory References. A reference in this Business Associate Addendum to a section in the HIPAA Rules means the section as in effect or as amended.
3. Amendment. The parties agree to take such action as is necessary to amend this Business Associate Addendum from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law.
4. Interpretation. Any ambiguity in this Business Associate Addendum shall be interpreted to permit compliance with the HIPAA Rules.
5. No Third Party Beneficiaries. There are no intended third party beneficiaries to this Business Associate Addendum or the Services Agreement. It is the parties’ specific intent that nothing contained in this Business Associate Addendum or the Services Agreement give rise to any right or cause of action, contractual or otherwise, in or on behalf of any Individual whose PHI is used or disclosed pursuant to this Business Associate Addendum or the Services Agreement.
6. Conflict. In the event of any conflict between this Business Associate Addendum and any other agreement or understanding between the parties (written, oral, or implied), the terms of this Business Associate Addendum shall govern to the extent necessary to permit compliance with HIPAA.
7. Independent Contractor. None of the provisions of this Business Associate Addendum are intended to create, nor will they be deemed to create, any relationship between the parties other than that of independent parties contracting with each other solely for the purposes of effecting this Business Associate Addendum and the Services Agreement. Nothing in this Business Associate Addendum or the Services Agreement creates or is intended to create an agency relationship.
8. Headings. The headings of each section are inserted solely for convenience and shall not alter the meaning of this Business Associate Addendum.
9. Severability. In the event that any provision of this Business Associate Addendum is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the provisions of this Business Associate Addendum will remain in full force and effect.

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