Join the Fastest Growing Membership for Those Serious About Point of Care Testing
Terms & Conditions
The following terms and conditions ("Terms") constitute an agreement between Point of Care Testing Institute ("Company"), and you that governs your usage of our content, participation in the Program (“Program”) and purchases of any other products or services. Collectively, the Program, our content, and any products will be referred to as “Company Content.”
Your participation in our Program constitutes your acceptance of, and agreement to, the following Terms. Company reserves the right to modify, alter, amend or update these Terms and the Program. These Terms are subject to change without notice.
PRODUCTS FOR PURCHASE
On the website, you may purchase the following:
- Access to the Membership, which includes the downloadable content;
- Electronic copies of any contents (“Binder”); or,
- Printed copies of the Binder with your company name inserted into the templates.
Within these terms, the Program and Binder will be referred to as the “Products.”
PRODUCT ELIGIBILITY
The Products are available only to those seeking support for their individual small business, pharmacy, or clinic. The Products are not intended to support pharmacist coaching professionals, corporation’s wishing to reproduce this as their own, or those who may be interested in Company’s methodologies. If Company becomes aware that you have purchased the Products for this reason, Company will immediately cancel your access to the Products. No refunds will be granted in this circumstance. Point of Care Testing Institute owns the intellectual property provided in this course.
Intellectual Property
Materials. All original materials provided by Company to Client are owned by the Company. Any original materials are provided for Client's personal use only. All intellectual property remains the property of the Company and is not resalable or transferable.
PRODUCT COMPLIANCE
All Products were created to be general in nature. They have not been customized to fit your individual needs. It is up to you to ensure that you are acting in accordance with any local, state, or federal laws or regulations. We are not liable for any compliance issues that arise based on your use of the Products.
Program Creator
The Products were created by the founder of Point of Care Testing Institute who is a licensed pharmacist. Although the Products were created by a pharmacy professional, it does not mean that the information has been customized for your individual business, nor does it mean that you are in a professional relationship with Company or any individual creator of the Products. It is up to you to determine whether or not you may benefit from the practices outlined in the Program.
Waiver
You understand that any changes to your business carries a risk. If you implement changes based upon any information in the Program or Materials, you are doing this at your risk and you do so with full knowledge and acceptance of such risks.
Your Responsibility
The Products were developed strictly for informational purposes. You understand and agree that you are fully responsible for your use of the information provided in the Products. Company makes no representations, warranties, or guarantees. You understand that results may vary from person to person. Company assumes no responsibility for errors or omissions that may appear in the Products. Please see our Disclaimer for more information.
PROGRAM PURCHASE POLICY
The Program
You may purchase enrollment in the Program. As a participant in the Program, you will receive Monthly Access (as defined below) to Company’s online materials (“Materials”) for the Program, which includes video modules, Google Documents, Microsoft Documents and may include PDF handouts. Additionally, the Company may host periodic live calls for question-and-answer sessions and update material as guidance changes. Your purchase of the Program includes access to the electronic copy of the Binder. A printed copy of the Binder is available at an additional fee.
Program Cost
The cost of the Membership is $197.00 per month, which must be paid at the time of purchase. Upon receipt of your initial payment, you will be granted access to the Program.
If a payment plan is made available and you elect to pay with a payment plan, all payments will be due, regardless of whether you actively participate in the Program. If any payment is late, we reserve the right to suspend your access to the Program.
Refunds
Refunds are not available for the Membership, you may cancel your membership before the next biling cycle as detailed below. Please contact [email protected] with any concerns you may have about the Program, Binder or Materials.
If you purchase the printed copy of the binder, it is your responsibility to ensure that your company name is spelled correctly. We are not responsible for your errors if the documents are printed incorrectly due to information you provided to us.
Cancellation Policy
Client agrees to notify Company of cancellation with a minimum notice of seventy-two (72) hours prior to the next billing cycle, via EMAIL to [email protected]. If such notification is not received by Company at least seventy-two (72) hours before the next billing cycle, payment for the next billing cycle will be processed and cancellation will occur during that billing period. The monthly memebership is non-refundable and purchased at client’s own risk.
- Neither party shall be liable for delay or failure to attend a scheduled session if such delay or failure is caused by any circumstances beyond their reasonable control. Determination of such reasonableness is in the sole discretion of Company.
The Program may contain group elements, such as a private Program forum hosted on the Program platform, where content may be contributed or uploaded, and you may interact with other Program participants. The following types of contributions will not be tolerated and will be deleted:
- harassment directed toward any Company or other Program participants;
- spam;
- hate speech;
- defamatory statements regarding Company or any third party;
- references to illegal acts; or,
- contributions that may violate the legal rights of a third party.
Company’s sole discretion will be used to determine if a member is in violation of these policies. Any member in violation will be deleted promptly and will no longer be able to access the Program forum. No refund will be due to a member who has been removed for a violation of this policy.
Testimonials
Company reserves the right to take screenshots of content you contribute to the Program forum for use in Company’s marketing. By being part of the membership, you authorize the Company to post any content that includes your name or identity.
BINDER PURCHASE POLICY
The Binder
You may purchase the Binder through our website. To download the materials, you will create an account and you will receive One Year Access (as defined below) to the Binder. The Binder is delivered in electronic format and is only printed at an additional cost to you.
Binder
If you purchase the printed copy of the binder, it is your responsibility to ensure that your company name is spelled correctly. We are not responsible for your errors if the documents are printed incorrectly due to information you provided to us.
PRODUCT ACCESS
The Products are intended and suitable for individuals aged 18 and over.
To access the Products, you must create an account on the Program’s technological platform. You are responsible for ensuring that your login information remains private. If Company suspects that your login credentials have been shared with a third party, Company reserves the right to revoke your access to the Program.
You will have “Monthly Access” to the Program content, which the Company defines as follows: You will have access to the Program for as long as the Company hosts the Program, and it remains available on the Program portal. In the event that Company determines that the Program will no longer be available, Company shall provide you with notice by email.
EMAIL UPDATES
By purchasing the Products, you will be subscribed to our mailing list. Through these emails, we provide product updates and other information.
LICENSE FOR USE OF PRODUCTS
The Program, Materials and Binder were developed solely for your personal use and may not be reproduced for publication for the personal or commercial use of others without permission from Company.
USE OF THE COMPANY CONTENT
Unless otherwise stated, Company owns the intellectual property and rights to all content and material in the Company Content. Subject to the license stated herein, all intellectual property rights are reserved.
You may view, download (for caching purposes only), and print pages for your personal use, subject to the restrictions set out below and elsewhere in these Terms.
Unless it is specifically and expressly made available for such purpose, the following uses are not permitted:
- Republication, redistribution, sale, rental, or sub-licensing of content from Program and Materials;
- Reproduction or duplication of any content on the Program or Materials for commercial purposes;
- Modification of any content in the Program or Materials unless instructed to do so;
COPYRIGHT
Unless otherwise noted, the design, content, and all components of the Company Content are copyrights owned by Company and are protected by United States and international copyright laws and should not be reused or republished without express written permission.
From time to time, Company will legally utilize copyrights owned by third parties. These copyrights are the respective property of their owners and Company makes no claim of ownership.
TRADEMARKS
Company's trademarks and trade dress may not be used in connection with any product or service that is not Company's, in any manner likely to cause confusion among consumers, or in any manner that disparages or discredits Company or its owners.
From time to time, the Company Content will legally utilize trademarks owned by third parties. These trademarks are the respective property of their owners and Company makes no claim of ownership.
COMMUNICATION
If you send Company an email, register for the Program, purchase a Product, or provide your email to Company in any other way, you consent to receive communications from Company electronically. You agree that all legal notices provided via electronic means from Company satisfy any requirement for written notice.
THIRD PARTIES
The Company Content may contain links to third-party websites that are not governed or controlled by Company. Company assumes no control or liability over the content of any third-party sites. You expressly hold Company harmless from any and all liability related to your use of a third-party website.
Prior to engaging in any events or commercial transactions with any third parties discovered through or linked in the Company Content, you must complete any necessary investigation or due diligence. If there is a dispute for any events or commercial transactions with a third party discovered through or linked in the Company Content, you expressly hold Company harmless from any and all liability in any dispute.
NO WARRANTIES
The Company Content is provided on an "as is" and "as available" basis without any representations or warranties, express or implied. Company makes no representations or warranties in relation to the Company Content, or the information and materials provided therein.
Company makes no warranty the Company Content will meet your requirements; will be available uninterrupted; timely and free of viruses or bugs; or represents the full functionality, accuracy, and reliability of the Program. Company is not responsible to you for the loss of any content or material uploaded or transmitted through the Company Content. The Company Content is written in English and makes no warranty regarding translation or interpretation of content in any language.
COMPANY HEREBY DISCLAIMS, ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY CONTENT, ALONG WITH ANY ANCILLARY SERVICE, ARE BEING PROVIDED “AS IS,” WITHOUT ANY TYPE OF WARRANTY WHATSOEVER. IF YOU ARE A CALIFORNIA RESIDENT, BY ACCEPTING THIS AGREEMENT YOU ARE WAIVING CALIFORNIA CIVIL CODE SECTION 1542 WHICH STATES THAT “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HER SETTLEMENT WITH THE DEBTOR.”
LIMITATION OF LIABILITY
COMPANY WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INDEMNITY
You agree to defend, indemnify and hold Company, its members, employees, officers, directors, managers, and agents harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs, and expenses (including reasonable attorneys' fees and expenses) which Company suffers as a result of third-party claims based on: (i) your negligence or intentional misconduct, (ii) your breach of any provision of the Terms of Use (including representation or warranty); (iii) materials prepared or provided by you including, but not limited to, any claims of infringement, or misappropriation of copyright, trademark, patent, trade secret, or other intellectual property or proprietary right, infringement of the rights of privacy or publicity, or defamation or libel; or (iv) death, personal injury, or property damage arising out of, or relating to, your obligations hereunder.
ARBITRATION
The Terms of Use will be governed and construed in accordance with the laws of the State of Kentucky. Any controversy or claim arising out of or relating to the Terms of Use, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association ("AAA") under 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 any such arbitration shall be in or near Fayette County, Commonwealth of Kentucky. The parties also agree that the AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings.
MISCELLANEOUS PROVISIONS
If any provision(s) of the Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall be severable and enforceable. If a provision is excessively broad, such a provision shall be limited or reduced in scope so as to be enforceable.
The Terms may not be assigned by you without Company's prior written consent; however, the Terms may be assigned by Company in its sole discretion.
The Terms are the final, complete, and exclusive agreement of the parties with respect to the Company Content.
All notices with respect to the Terms of Use must be in writing and may be via email to [email protected] for Company and to your email address.
Updated: May 1, 2024
Disclaimer
This website located at http://www.poct.co (“Website”) is owned and operated by Point of Care Testing Institute. On the Website, you may purchase access to the Membership (“Program”) or certain downloadable or printed materials (“Binder”). Collectively, the Website, Program, and Binder are referred to as “Company Materials.”
Your use of the Company Materials constitutes your acceptance of, and agreement to, the following disclaimer (“Disclaimer). We reserve the right to modify, alter, amend or update this Disclaimer. This Disclaimer is subject to change without notice. If you do not agree with or do not accept any part of this Disclaimer, you must not use the Company Materials.
General Disclaimer
We make no guarantees regarding the results that you will see from using the information provided in the Company Materials.
We disclaim liability for incidental or consequential damages and assumes no responsibility or liability for any loss or damage suffered by any person as a result of use of the information provided in the Company Materials. We assume or undertake no liability for any loss or damage suffered as a result of the use of any information found in the Company Materials.
Compliance
The information included in the Company Materials is general and not customized to a particular individual.
It is your sole responsibility to ensure that you are complying with all local, state, and federal laws. By using the Company Materials, you agree that we are not liable for ensuring your compliance. Additionally, you understand that you may need to do additional research to determine what compliance issues you may face.
Business Information
We have made every effort to ensure that all business information, including but not limited to any references to technology or business methodology, provided in the Company Materials has been tested for accuracy. There is no guarantee that you will see positive results to your business using the techniques and materials provided in the Company Materials. We assume no responsibility for your decisions or for policies or practices that you implement based on information in the Company Materials. Everything provided in the Company Materials is for informational purposes only.
From time to time, we may feature experiences of past customers to market the Company Materials. These testimonials represent the experience of one individual and may not be representative of the results that you will see.
Any statements related to income or earnings potential in the Company Materials are examples of what may be possible in the future. We make no guarantees regarding results, present or future. We are not responsible for your earnings, income, sales, or any other performance as a result of the actions you take based upon the information provided in the Company Materials. The Company Materials are provided for informational purposes only.
Financial or Legal Information
From time to time, the Company Materials may discuss legal or financial topics as it may relate to your business. This information is not advice and should not be treated as legal or financial advice. The financial and legal information in the Company Materials is provided for informational purposes only. The financial and legal information provided in the Company Materials is provided "as is" without any representations or warranties, express or implied.
You must not rely on the information in the Company Materials as an alternative to advice from a certified public accountant, licensed financial planner or attorney. There is no accountant-client relationship created from the publication of financial or legal information in the Company Materials. You should never delay seeking financial or legal advice, disregard financial or legal advice, or discontinue professional financial or legal services as a result of any information provided in the Company Materials.
From time to time, we may provide information from licensed financial or legal professionals in the Company Materials. The inclusion of this content does not create any attorney-client relationship between you and that licensed professional.
Please seek advice from a licensed professional if you have any questions related to the financial or legal information provided in the Company Materials.
YOUR RESPONSIBILITY
The Company Materials were developed strictly for informational purposes. You understand and agree that you are fully responsible for your use of the information provided in the Company Materials. We make no representations, warranties, or guarantees. You understand that results may vary from person to person. We assume no responsibility for errors or omissions that may appear in the Company Materials.
NO WARRANTIES
The Company Materials are provided on an "as is" and "as available" basis without any representations or warranties, expressed or implied. We make no representations or warranties in relation to the Company Materials.
We make no warranty the Website will meet your requirements; will be available uninterrupted, timely and free of viruses or bugs; or represents the full functionality, accuracy, and reliability of the Website. We are not responsible to you for the loss of any content or material uploaded or transmitted through the Website or Course. The Company Materials are written in English and makes no warranty regarding translation or interpretation of content in any language.
LIMITATION OF LIABILITY
WE WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INDEMNITY
You agree to defend, indemnify, and hold us, our owners, members, employees, officers, directors, managers, and agents harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs, and expenses (including reasonable attorneys' fees and expenses) which we suffer as a result of third-party claims based on: (i) your negligence or intentional misconduct, (ii) your breach of any provision of the Disclaimer (including representation or warranty); or, (iii) death, personal injury, or property damage arising out of, or relating to, your obligations hereunder.
ARBITRATION
The Disclaimer will be governed and construed in accordance with the laws of the Commonwealth of Kentucky. Any controversy or claim arising out of or relating to the Disclaimer, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction therein. The place of any such arbitration shall be in or near Fayette County, Kentucky. The parties also agree that the AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings.
MISCELLANEOUS PROVISIONS
If any provision(s) of the Disclaimer is held to be invalid, illegal, or unenforceable, the remaining provisions shall be severable and enforceable. If a provision is excessively broad, such a provision shall be limited or reduced in scope so as to be enforceable.
You may not assign this Disclaimer without our prior written consent; however, the Disclaimer may be assigned by us in our sole discretion.
All notices with respect to the Disclaimer must be in writing and made via email to [email protected] for us and to your email address.
Privacy Policy
Point of Care Testing Insitutue ("Website") is governed by the following Privacy Policy.
We respect your privacy and are committed to protecting it. The purpose of this Privacy Policy is to inform you what personally identifiable information we may collect and how it may be used. This statement only applies to this Website.
WHAT INFORMATION DO WE COLLECT AND HOW IS IT USED?
- Information You Voluntarily Submit to the Website: We may collect personal information from you such as your name or email address. For example, you may voluntarily submit information to the Website by leaving a comment, subscribing to a newsletter, or submitting a contact form. In addition, we may ask you to create a user profile, which would allow you to create a username and password. We will store the username, but your password will not be visible in our records.
- Information We Collect from Others: We may receive information about you from other sources. For example, if you use a third-party software through the site, they may transfer information to us for fulfillment.
- Automatically Collected Information: We automatically collect certain information about you and the device with which you access the Website. For example, when you use the Website, we will log your IP address, operating system type, browser type, referring website, pages you viewed, and the dates/times when you accessed the Website. We may also collect information about actions you take when using the Website, such as links clicked.
- Cookies: We may log information using cookies, which are small data files stored on your browser by the Website. We may use both session cookies, which expire when you close your browser, and persistent cookies, which stay on your browser until deleted, to provide you with a more personalized experience on the Website.
HOW YOUR INFORMATION MAY BE USED
We may use the information collected in the following ways:
- To operate and maintain the Website;
- To create your account, identify you as a user of the Website, and customize the Website for your account;
- To send you promotional information, such as newsletters. Each email promotion will provide information on how to opt-out of future mailings;
- To send you administrative communications, such as administrative emails, confirmation emails, technical notices, updates on policies, or security alerts;
- To respond to your comments or inquiries;
- To provide you with user support;
- To track and measure advertising on the Website;
- To process payment for purchases you make through the Website; or,
- To protect, investigate, and deter against unauthorized or illegal activity.
THIRD-PARTY USE OF PERSONAL INFORMATION
We may share your information with third parties when you explicitly authorize us to share your information.
Additionally, the Website may use third-party service providers to service various aspects of the Website. Each third-party service provider’s use of your personal information is dictated by their respective privacy policies. The Website currently uses the following third-party service providers:
- Google Analytics – this service tracks Website usage and provides information such as referring websites and user actions on the Website. Google Analytics may capture your IP address, but no other personal information is captured by Google Analytics.
- Stripe – this service is used to process payments for our products. At no time is your banking information passed to the Website. We receive only information used for order fulfillment.
- Kajabi – this service is used to host our course information and for the delivery of email updates and newsletter. If you enroll in our course, you will create an account to access the content. We will receive some personal information entered at the time of the account creation, but we will not have access to your password. All information related to this account will be stored by Kajabi.
At this time, your personal information is not shared with any other third-party applications. This list may be amended from time to time in the Website’s sole discretion.
Except when required by law, we will not sell, distribute, or reveal your email addresses or other personal information without your consent; however, we may disclose or transfer personal information collected through the Website to third parties who acquire all or a portion of our business, which may be the result of a merger, consolidation, or purchase of all or a portion of our assets, or in connection with any bankruptcy or reorganization proceeding brought by or against us.
ANONYMOUS DATA
From time to time, we may use anonymous data, which does not identify you alone, or when combined with data from other parties. This type of anonymous data may be provided to other parties for marketing, advertising, or other uses. Examples of this anonymous data may include analytics or information collected from cookies.
COOKIES
The Website uses cookies to store visitors’ preferences, record user-specific information on what pages users’ access or visit, ensure that visitors are not repeatedly sent the same banner ads, customize Website content based on visitors’ browser type or other information that the visitor sends. Cookies may also be used by third-party services, such as Google Analytics, as described herein.
Users may, at any time, prevent the setting of cookies, by the Website, by using a corresponding setting of your internet browser and may thus permanently deny the setting of cookies. Furthermore, already set cookies may be deleted at any time via an Internet browser or other software programs. This is possible in all popular Internet browsers. However, if users deactivate the setting of cookies in your Internet browser, not all functions of our Website may be entirely usable.
ADVERTISING
Retargeting Ads
From time to time, the Website may engage in remarketing efforts with third-party companies, such as Google, Pinterest, Facebook, or Instagram, in order to market the Website. These companies use cookies to serve ads based on someone's past visits to the Website. This means, after visiting the Website, you may see an ad for our services. However, your personally identifiable information is not used by any remarketing service other than to present you offers from the Website. We use the following third-party service providers for remarketing:
Facebook: Opt-out of Facebook remarketing here
Google: Opt-out of Google remarketing here
Pinterest: Opt-out of Pinterest remarketing here
Newsletters
On the Website, you may subscribe to our newsletter, which may be used for advertising purposes. All newsletters sent may contain tracking pixels. The pixel is embedded in emails and allows an analysis of the success of online marketing campaigns. Because of these tracking pixels, we may see if and when you open an email and which links within the email you click. Also, this allows the Website to adapt the content of future newsletters to the interests of the user. This behavior will not be passed on to third parties.
GDPR - RIGHTS RELATED TO YOUR PERSONAL INFORMATION
If you are within the European Union, you are entitled to certain information and have certain rights under the General Data Protection Regulation (“GDPR”). Throughout this policy, we have disclosed what information we collect and how it is used. Under GDPR, you also have the following rights:
Right to Opt-out – You may opt-out of future email communications by following the unsubscribe links in our emails. You may also contact us at the email below to be removed from our mailing list.
Right to Access – You may access the personal information we have about you by submitting a request.
Right to Amend – You may contact us to amend or update your personal information.
Right to Be Forgotten – In certain situations, you may request that we erase or forget your personal data.
You may exercise any of these rights by emailing [email protected]o.
Please note that we may need to retain certain information for recordkeeping purposes or to complete transactions, or when required by law. Unless you exercise such rights, we reserve the right to retain your data.
SENSITIVE PERSONAL INFORMATION
At no time should you submit sensitive personal information to the Website. This includes your social security number, information regarding race or ethnic origin, political opinions, religious beliefs, health information, criminal background, or trade union memberships. If you elect to submit such information to us, it will be subject to this Privacy Policy.
CHILDREN'S INFORMATION
The Website does not knowingly collect any personally identifiable information from children under the age of 16. If a parent or guardian believes that the Website has personally identifiable information of a child under the age of 16 in its database, please contact us immediately at [email protected]o and we will use our best efforts to promptly remove such information from our records.
CONTACT INFORMATION
At any time, please contact us at [email protected]o for questions related to this Privacy Policy.
Last updated: May 1, 2024
SiteLabs® Terms and Conditions
Please review the Program Terms below, SiteLabs General Terms of Service and Privacy Policy and the Business Associates Agreement (BAA) for handling Protected Health Information (PHI) in a HIPAA compliant manner.
BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) 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 (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
This BUSINESS ASSOCIATE (“Agreement”) is a binding contract between you (“Customer,” “you,” “your,” or “Covered Entity”) and SiteLabs®, Inc, a Delaware Corporation (“SiteLabs®,” “we,” “us,” or “Business Associate”) (collectively, the “Parties”).
This Agreement governs your access to and use of the Services.
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES (the “Effective Date”). BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) 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 (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
WHEREAS, the Parties have entered into or will enter into a SiteLabs Business Agreement (the “Services Agreement”), pursuant to which Business Associate provides or will provide certain services to or on behalf of Covered Entity;
WHEREAS, Covered Entity is committed to complying with HIPAA (as defined herein) with respect to the health information in the possession of Covered Entity;
WHEREAS, Business Associate is committed to complying with the applicable provisions of HIPAA related to Business Associate’s relationship with Covered Entity; and
WHEREAS, in the course of performing services under the Services Agreement, Business Associate will have access to and/or receive from Covered Entity and/or create on behalf of Covered Entity certain Protected Health Information that can be used or disclosed only in accordance with this Agreement, the Services Agreement, and HIPAA.
NOW, THEREFORE, the Parties agree as follows:
ARTICLE 1
DEFINITIONS
For purposes of this Agreement, the following terms shall have the following prescribed meaning:
"Breach” means the acquisition, access, use, or disclosure of Protected Health Information in a manner not permitted under the HIPAA privacy rule which compromises the security or privacy of the Protected Health Information, or as defined in 45 CFR 164.402 as may be amended.
"Data Aggregation Services” means, with respect to Protected Health Information created or received by the Business Associate, the combining of such Protected Health Information by the Business Associate with protected health information (as defined in HIPAA) received by the Business Associate in its capacity as a business associate (as defined in HIPAA) of another covered entity (as defined in HIPAA), to permit data analyses that relate to the health care operations of the respective covered entities, including the Covered Entity.
"Electronic Media” means electronic storage material on which data is or may be recorded electronically, including, for example, devices in computers (hard drives) and any removable/transportable digital memory medium, such as magnetic tape or disk, optical disk, or digital memory card, and transmission media used to exchange information already in electronic storage media. Transmission media include, for example, the Internet, extranet or intranet, leased lines, dial-up lines, private networks, and the physical movement of removable/transportable electronic storage media.
"Electronic Protected Health Information” means Protected Health Information that is (i) transmitted by Electronic Media, or (ii) maintained in any medium described as Electronic Media.
"HIPAA” means the security and privacy requirements applicable to Covered Entities as reflected in the Health Insurance Portability and Accountability Act 42 U.S.C. 1320d et. seq. and such regulations as may be promulgated thereunder from time to time (currently, 45 CFR 164.102 through 164.534).
"HITECH” means the Health Information Technology for Economic and Clinical Health Act of 2009 as reflected in 42 U.S.C. 17921 et. seq. and such regulations as may be promulgated thereunder from time to time.
"Minimum Necessary” means the minimum amount of Protected Health Information necessary to accomplish the intended purpose of the use, disclosure, or request or however the U.S. Department of Health and Human Services (“HHS”) may define or interpret such term from time to time.
"Protected Health Information” (or “PHI”) means individually identifiable health information created by, for or on behalf of the Covered Entity that is (i) transmitted by Electronic Media, (ii) maintained in any medium described as Electronic Media, or (iii) transmitted or maintained in any other form or medium. “Protected Health Information” does not include individually identifiable health information in: (i) education records covered by the Family Educational Right and Privacy Act (20 U.S.C. section 1232g(a)(4)(B)(iv)), or (ii) records described at 20 U.S.C. section 1232g(a)(4)(B)(iv), or (iii) regarding a person who has been deceased more than 50 years.
"Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system.
"Services Agreement” means the contract or agreement, whether in writing or otherwise, between the Covered Entity and the Business Associate, pursuant to which the Business Associate provides services to the Covered Entity of the type that require the parties to enter into this Agreement pursuant to HIPAA.
"Unsecured Protected Health Information” means Protected Health Information that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary of Health and Human Services in the guidance issued under section 13402(h)(2) of HITECH.
Terms used but not defined in this Agreement shall have the meaning ascribed to them in HIPAA.
ARTICLE 2
PERMITTED AND REQUIRED USES AND DISCLOSURES OF PHI
Business Associate shall be permitted and required to use Protected Health Information only as provided in the Services Agreement and this Agreement. The Business Associate shall not use or further disclose Protected Health Information in any manner that: (a) would violate the terms of this Agreement; or (b) if done by the Covered Entity, would violate HIPAA, except that (i) the Business Associate may use and disclose Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate, and (ii) the Business Associate may provide Data Aggregation Services relating to the health care operations of the Covered Entity. The Business Associate may disclose Protected Health Information for the purposes described in item (b)(i) of this Article 2 only if the disclosure is required by law or the Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person and that the person will notify the Business Associate of any instance where the confidentiality of the Protected Health Information has been breached.
ARTICLE 3
RESTRICTIONS ON THE USE AND DISCLOSURE OF PHI
Notwithstanding anything in the Services Agreement to the contrary, the Business Associate shall:
(a) Not use or further disclose Protected Health Information other than
permitted or required by this Agreement or as required or allowed by law;
(b) Use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than provided for by this Agreement;
(c) Use appropriate safeguards to limit incidental use or disclosure of the Protected Health Information made pursuant to an otherwise permitted or required use or disclosure;
(d) Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of any Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of the Covered Entity as required by HIPAA;
(e) Report to the Covered Entity any use or disclosure of the Protected Health Information not provided for by this Agreement, or any security incident of which it becomes aware, without unreasonable delay but in no event later than five (5) calendar days. The parties acknowledge and agree that this section constitutes notice by Business Associate to Covered Entity of the ongoing occurrence of incidents that may constitute security incidents but that are trivial and do not result in unauthorized access, use, or disclosure of PHI that is Electronic PHI, including without limitation pings and other broadcast attacks on Business Associate’s firewall, port scans,
unsuccessful log-on attempts, and denials of service, for which no additional notice to Covered Entity shall be required;
(f) Ensure that any agents, including any subcontractor, to whom it provides Protected Health Information received from, or created or received by the Business Associate on behalf of the Covered Entity agrees to the same restrictions and conditions that apply to the Business Associate with respect to such Protected Health Information (and, in the case of Electronic Protected Health Information, that such agents and subcontractors agree to implement reasonable and appropriate safeguards to protect it);
(g) Make available to any individual Protected Health Information about that individual only to the extent required by, and in accordance with, HIPAA (including pursuant to a Designated Record Set if applicable);
(h) Make available an individual’s Protected Health Information for amendment by that individual and incorporate any amendments to that individual’s Protected Health Information to the extent required by, and in accordance with, HIPAA, should Business Associate retain any health records on behalf of Covered Entity;
(i) Record for each disclosure of Protected Health Information not excepted from disclosure accounting under HIPAA, that Business Associate makes to a third party and when applicable under HIPAA: (i) the disclosure date; (ii) the name and (if known) address of the person or entity to whom Business Associate made the disclosure; (iii) a brief description of the PHI disclosed; and (iv) a brief statement of the purpose of the disclosure (items i through iv, collectively, the “Disclosure Information”). For repetitive disclosures Business Associate makes to the same person or entity for a single purpose, Business Associate will provide (1) the Disclosure Information for the first of these repetitive disclosures; (2) the frequency or number of these repetitive disclosures; and (3) the date of the last of these repetitive disclosures. Business Associate will make disclosure tracking information available to Covered Entity within 20 days from the date Covered Entity made the request. Business Associate will follow all retention requirements for accounting of disclosures in accordance with HIPAA and HITECH.
(j) Make its internal practices, books and records relating to the use and disclosure of Protected Health Information received from, or created or received by, the Business Associate on behalf of the Covered Entity available to the Secretary of Health and Human Services (or its delegate) for purposes of determining the Covered Entity’s compliance with HIPAA;
(k) Report to Covered Entity any successful Security Incident or Breach of Unsecured Protected Health Information known or suspected by Business Associate. Notice shall be in writing and provided to the Covered Entity without unreasonable delay, but no later than five
calendar days following the discovery of the Security Incident or Breach. Such notice will include, to the extent possible, the identification of each individual whose Protected Health Information has been or is reasonably believed by Business Associate to have been accessed, acquired, used, or disclosed during the Breach. Such notice shall also include the following information: (i) a brief description of what happened, including the date of the Breach and the date of the discovery of the Breach, if known; (ii) a description of the types of Protected Health Information that were involved in the Breach (such as whether full name, social security number,
date of birth, home address, account number, diagnosis, disability code, or other types of information were involved); (iii) any steps individuals should consider taking to protect themselves from potential harm resulting from the Breach; (iv) a brief description of what Business Associate is doing to investigate the Breach, to mitigate harm to individuals, and to protect against any further breaches; and (iv) contact procedures for obtaining additional information. If requested by the Covered Entity in writing, Business Associate shall provide the notifications to all affected individuals as required by HIPAA and applicable state law, which notifications shall be subject to the Covered Entity's approval;
(l) Not sell Protected Health Information or receive any direct or indirect remuneration in exchange for PHI, except as expressly permitted by HIPAA, this Agreement and the Services Agreement, and as approved in writing by the Covered Entity;
(m) Not transmit, to any individual for whom Business Associate has PHI, any communication about a product or service that encourages the recipient of the communication to purchase or use that product or service or is in violation of any of the marketing prohibitions set forth in the HITECH Act;
(n) Not maintain Protected Health Information outside of the United States and not allow anyone outside the United States to have access to Protected Health Information without the express, prior written consent of the Covered Entity; and
(o) At the termination of this Agreement, if feasible, return or destroy all Protected Health Information received from, or created or received by the Business Associate on behalf of the Covered Entity that the Business Associate still maintains in any form and retain no copies of such Protected Health Information; or, if such return or destruction is not feasible, extend the protections of this Agreement to the Protected Health Information and limit further uses and disclosures to those purposes that make the return or destruction of the Protected Health Information infeasible. Any such destruction hereunder shall render Protected Health Information unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified in guidance issued by the Secretary.
ARTICLE 4
OBLIGATIONS OF COVERED ENTITY
The Covered Entity shall notify the Business Associate of any limitation(s) in the Covered Entity’s notice of privacy practices in accordance with 45 CFR 164.520, to the extent that such limitation may affect the Business Associate’s use or disclosure of Protected Health Information.
The Covered Entity shall notify the Business Associate of any changes in, or revocation of, permission by an individual to use or disclose Protected Health Information, to the extent that such changes may affect the Business Associate’s use or disclosure of Protected Health Information.
The Covered Entity shall notify the Business Associate of any restriction to the use or disclosure of Protected Health Information that the Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect the Business Associate’s use or disclosure of Protected Health Information.
The Covered Entity shall not request the Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under HIPAA if done by the Covered Entity. Notwithstanding the foregoing language, the Business Associate may use or disclose Protected Health Information for Data Aggregation Services to the Covered Entity as permitted by 42 CFR 164.504(e)(2)(i)(B) or the management and administrative activities of the Business Associate in accordance with this Agreement.
ARTICLE 5
AMENDMENT
This Agreement may be amended only in writing and only by the mutual consent of the parties. Notwithstanding the foregoing, this Agreement shall be deemed as automatically amended to the extent minimally necessary to comply with any changes to HIPAA, including any changes as a result of HITECH or amendments to HITECH.
ARTICLE 6
TERM AND TERMINATION
This Agreement shall become effective as of the later of (i) the date set forth below or (ii) the date the HIPAA privacy and security requirements become effective with respect to the relationship between the Covered Entity and the Business Associate. This Agreement shall remain in effect until the earlier of: (i) the date the parties mutually agree in writing to terminate this Agreement, or (ii) the date the Services Agreement is terminated. No separate notice shall be required to terminate this Agreement upon termination of the Services Agreement.
This Agreement shall replace and supersede any prior business associate agreements entered into by the Covered Entity and the Business Associate, and such other business associate agreements shall be deemed canceled and of no further effect.
Notwithstanding anything in the Services Agreement to the contrary, if either party determines that the other party has violated a material provision of this Agreement, the non-breaching party may terminate this Agreement and the Services Agreement upon written notice to the breaching party.
ARTICLE 7
INDEMNIFICATION AND BREACH EXPENSES
Notwithstanding anything in the Services Agreement or any other agreement between the parties to the contrary, in the event of a Breach of Unsecured Protected Health Information by Business Associate or any employee, director, or other representative of Business Associate, Business Associate shall reimburse Covered Entity for all reasonable and substantiated costs and expenses incurred by Covered Entity to investigate, mitigate and resolve such Breach and to satisfy Covered Entity’s obligations under HIPAA/HITECH and the regulations promulgated thereunder to notify individuals. Covered Entity will submit an invoice to Business Associate explaining the costs and expenses incurred by Covered Entity and Business Associate shall make full payment to Covered Entity within 30 days of receipt of any undisputed invoice. In addition, Business Associate shall indemnify, defend, and hold harmless the Covered Entity and its affiliates and their respective present
and former principals, directors, employees, agents and contractors from and against any claim, cause of action, liability, damage, cost or expense, including but not limited to attorney’s fees, investigation costs, court costs, notification to individuals, and mitigation costs, arising out of or in connection with:
- a breach of this Agreement by Business Associate; and (b) any negligent or wrongful acts or omissions of Business Associate in the performance of its obligations under this Agreement or HIPAA/HITECH. Notwithstanding anything in this Agreement, the Services Agreement or any other agreement between the parties to the contrary, the total payments made by Business Associate hereunder, or Business Associate’s liability and/or indemnification obligations hereunder shall be limited to and shall not exceed the total revenue received by Business Associate from Covered Entity under the Services Agreement during the twelve months prior to the breach event.
Covered Entity shall indemnify, defend, and hold harmless Business Associate and its affiliates and their respective present and former principals, directors, employees, agents and contractors from and against any claim, cause of action, liability, damage, cost or expense, including but not limited to attorney’s fees, investigation costs, court costs, notification to individuals, and mitigation costs, arising out of or in connection with: (a) a breach of this Agreement by Covered Entity; and (b) any negligent or wrongful acts or omissions of Covered Entity in the performance of its obligations under this Agreement or HIPAA/HITECH.
The provisions of this Article 7 shall survive termination or expiration of this Agreement. Notwithstanding any provision of the Services Agreement to the contrary, Business Associate’s responsibility for indemnification arising out of or in connection with this Agreement will be governed solely by this Article 7 and no provision set forth in the Services Agreement, including indemnification provisions thereunder will in any way alter or expand Business Associate’s indemnification liability hereunder.
ARTICLE 8
RELATIONSHIP TO SERVICES AGREEMENT
It is the intent of the parties that the terms of this Agreement be interpreted so as to cause the Services Agreement to comply with the privacy and security requirements of HIPAA and the requirements of HITECH. Accordingly, this Agreement shall amend the Services Agreement to the extent provided herein regardless of whether this Agreement formally satisfies the requirements of the Services Agreement for amendment of the Services Agreement. To the extent any provisions of this Agreement conflict with the terms of the Services Agreement, this Agreement shall govern.
ARTICLE 9
MISCELLANEOUS
Section 9.1 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns hereof.
Section 9.2 Further Assurances. Each party will cooperate with the other and execute and deliver to the other party such other instruments and documents and take such other actions as
may be reasonably requested from time to time by the other party to carry out, evidence and confirm the intended purposes of this Agreement.
Section 9.3 Survival. Notwithstanding any contrary provision in this Agreement, the provisions of this Agreement shall continue in force beyond the term of this Agreement to the extent necessary or appropriate to give such provisions their intended effect, unless and until the parties specifically agree in writing to the contrary.
Section 9.4 Waiver. The rights and remedies of the parties are cumulative and not alternative. Neither the failure nor any delay on the part of any party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or exercise of any other right, power or privilege.
Section 9.5 Governing Law. This Agreement shall be governed by the laws of the jurisdiction provided in the Services Agreement. If the Services Agreement does not specify such a jurisdiction, this Agreement shall be governed by the laws of the State of North Carolina.
Section 9.6 Force Majeure. Neither party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or other interruption of services deemed resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, accidents, fires, explosions, earthquakes, pandemics, floods, or strikes, or similar cause beyond the reasonably control of either party.
Section 9.7 Relationship of Parties. None of the provisions of this Agreement is intended to create nor shall be deemed or construed to create any relationship between the parties hereto other than that of independent entities contracting with each other hereunder solely for the purpose of effecting the provisions of this Agreement.
Section 9.8 No Third Party Beneficiaries. Nothing herein is intended to give, nor shall have the effect of giving, any enforceable rights to any third parties who are not parties hereto or successors or permitted assigns of the parties hereto, whether such claims are asserted as third party beneficiary rights or otherwise.
Section 9.9 Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.
Section 9.10 Notice. Notices required under this Agreement shall be sent by regular mail to the address of each party set forth below or such other address as that party may designate in a notice properly delivered to the other parties.