Business Agreement

ASSISTRX PARTICIPATION AGREEMENT AND
BUSINESS ASSOCIATE AGREEMENT

In order to participate in iAssist ("the Program"), you must agree to the terms and conditions contained in this Participation Agreement, which is a legal agreement to which you are contractually bound. By clicking "I agree" at the end of this Agreement, you are certifying that you are signing on behalf of yourself, your organization or your employer, ("You" or "Your"), that You have the legal authority to do so and that you are contractually bound by the terms and conditions of this Agreement.

DISCLAIMERS

ASSISTRX DOES NOT WARRANT OR ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, DOCUMENT, SOFTWARE OR PROCESS DESCRIBED WITHIN OR DERIVED FROM ASSISTRX. PROVIDERS SHOULD ONLY USE THIS INFORMATION AS GUIDANCE. QUALITY OF DATA AND ITS ACCURACY IS CONTINGENT UPON THE ACCURACY OF ORIGINAL INFORMATION SUBMITTED. THIS DISCLAIMER, IN ADDITION TO THE WARRANTY LIMITATIONS CONTAINED BELOW MEANS THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF ANY INFORMATION HEREIN AND YOU CANNOT SEEK ANY REDRESS AT ANY TIME FROM ASSISTRX. THE CONTENT HEREIN IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ANY INFORMATION UPON WHICH YOU RELY AND MUST MAKE AN INDEPENDENT AND INFORMED JUDGMENT REGARDING A DIAGNOSIS AND/OR TREATMENT AS OPPOSED TO RELYING UPON ANY INFORMATION OBTAINED FROM ASSISTRX.

TERMS AND CONDITIONS

  1. Provider Obligations. In order to participate in this Program, You agree to:
    1. Obtain all requisite written consents and authorizations from patients in order to utilize AssistRx's service in compliance with all laws, rules and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act ("HIPAA") and the Health Information Technology for Clinical Health Act ("HITECH") in order to participate in iAssist and by clicking "I agree" at the end of this Agreement, you represent and warrant that You have obtained such required consents and authorizations from patients;
    2. Use any information obtained from AssistRx in compliance with the minimum necessary standard described in the HIPAA Privacy Rule;
    3. Submit, to the best of Your ability, accurate, complete and up-to-date information during enrollment and participation in the AssistRx Program;
    4. Abide by all terms and conditions of the Business Associate Addendum herein; and
    5. Maintain any licenses and permits required to participate in the Program.
  2. Terms. This Participation Agreement shall become effective when You click "I agree" at the end of this Agreement and shall continue thereafter until terminated by either You or AssistRx. Either party may terminate this Agreement at any time. However, if either party terminates this Agreement Your right to access and use the AssistRx service shall automatically and immediately terminate.
  3. No Warranties/Disclaimers. ASSISTRX DOES NOT WARRANT THAT ANY OF ITS PRODUCTS OR SERVICES WILL MEET YOUR REQUIREMENTS OR THAT IT WILL OPERATE ERROR-FREE, UNINTERRUPTEDLY OR THAT ANY DEFECTS ARE CORRECTABLE. ASSISTRX PROVIDES NO WARRANTIES TO YOU EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE WITH QUIET ENJOYMENT, ACCURACY OF THE DATA AND/OR NON-INFRINGEMENT. ASSISTRX DOES NOT WARRANT ANY THIRD-PARTY SOFTWARE, PRODUCTS OR EQUIPMENT. ACCORDINGLY, THIS SERVICE IS PROVIDED TO YOU ON AN "AS IS" BASIS WITHOUT ANY WARRANTY OR ANY KIND AND USE OF THIS SERVICE IS AT YOUR OWN RISK. ASSISTRX DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE USE OF IASSIST. THE DATA AND INFORMATION EXCHANGED BETWEEN THE PARTIES IS INFORMATIONAL ONLY AND ASSISTRX DOES NOT REPRESENT OR WARRANT THAT ANY OF THE INFORMATION, DATA OR CONTENT IS ACCURATE, TIMELY, COMPLETE OR APPROPRIATE. THE DISCLAIMER SET FORTH ABOVE IS INDEPENDENT OF ANY OTHER REMEDY SET FORTH HEREIN, AND IS INTENDED TO APPLY WHETHER OR NOT ANY OTHER REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  4. Waiver, Release and Limitation of Liability. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST ASSISTRX, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGAENTS, LICENSORS OR SUPPLIERS FOR LOSSES OR DAMAGES YOU MAY SUSTAIN IN CONNECTION WITH YOUR USE OF IASSIST TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL ASSISTRX, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS OR ANY THIRD PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES THAT MAY RESULT FROM OR IN CONNECTION WITH USE OF IASSIST WHETHER AS A CONSEQUENCE OF AN OPERATIONAL FAILURE, INACCURACIES OR ANY OMISSIONS FROM THE INFORMATION, CONTENT OR DATA PROVIDED OR PROCESSED VIA IASSIST OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR EVEN IF SUCH POSSIBILITY IS REASONABLY FORESEEABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY. THE LIMITATION OF LIABILITY SET FORTH HEREIN IS INDEPENDENT OF ANY OTHER REMEDY SET FORTH HEREIN, AND IS INTENDED TO APPLY WHETHER OR NOT ANY OTHER REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  5. Insurance and Indemnification. You agree to maintain or caused to be maintained sufficient insurance coverage as shall be necessary to insure AssistRx and its officers, directors, employees, agents or subcontractors against any and all claims or claims for damages arising under this Agreement. You agree to defend, indemnify and hold AssistRx, its officers, directors, employees, agents, licensors and suppliers harmless from and against any claims, losses, actions or demands, liabilities and settlements including without limitations, reasonable legal and accounting fees, costs and other expenses, including but not limited to, administrative penalties and fines, and costs expended to notify individuals and/or to prevent or remedy possible identity theft, financial harm, reputational harm or any other claims of harm related to a breach and/or resulting from, or alleged result from any act or omission of You, Your employees, agents or representatives, including but not limited to negligent or intentional acts or omissions or any claims related to all medical decisions or actions with respect to the medical care, treatment and wellbeing of patients, including but not limited to errors or omissions in treating patients in any violation of this Participation Agreement. This provision shall survive termination of this Agreement.
  6. Miscellaneous. This Agreement shall be governed by the laws of the State of Florida. If any provision of this Agreement shall be declared invalid or illegal for any reason whatsoever, then notwithstanding such invalid or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein. No alteration or modification of this Agreement shall be valid unless specifically agreed to by AssistRx. AssistRx may change the contents of this Participation Agreement and Business Associate Agreement at any time without prior notice to You, and You are responsible to frequently review the Participation Agreement and Business Associate Agreement as You are agreeing to the terms and conditions of the Participation Agreement and Business Associate Agreement as it may be so modified. You will not view, use, or download iAssist outside of the United States and if You do so; You do so at Your own risk.
  7. AssistRx Privacy Policy. Any personally identifying information provided to AssistRx is subject to AssistRx's privacy policy, the terms of which are incorporated herein.
  8. Redisclosure. You understand and agree that AssistRx will redisclose the information You provide to AssistRx on behalf of Your patients to third parties in order to provide assistance to your patients through the services provided. You hereby warrant that You have Your patients' consent and authorization for such redisclosure even though the third parties may not be covered by HIPAA or HITECH.
  9. Entire Agreement. This Agreement constitutes the entire Agreement between the Parties on the subject matter of this Agreement and supersedes all oral and written prior representations, agreements and understandings relating to the subject matter. This Agreement may not be amended, modified, supplemented or rescinded unless agreed to by AssistRx.
  10. HIPAA Business Associate Agreement. This HIPAA Business Associate Agreement (HIPAA Agreement), is made by and between Participant and AssistRx for the purpose of compliance with the Health Insurance Portability and Accountability Act and its implementing administrative simplification regulations (45 CFR 160-164) (HIPAA) and Subtitle D of the Health Information Technology for Economic and Clinical Health Act (HITECH). This HIPAA Agreement hereby amends and is incorporated into the underlying Participation Agreement between Participant and AssistRx; to the extent that the provisions of this HIPAA Agreement conflict with those of an underlying agreement, the provisions of this HIPAA Agreement shall control. Terms used but not otherwise defined herein shall have the same meaning as those terms defined in 45 CFR 160.103 and 164.501.

If, in the provision of services to Participant, AssistRx representatives may receive or have access to Protected Health Information (PHI) that is created and/or maintained by Participant, AssistRx shall:

  1. Permitted Uses and Disclosures. AssistRx may use and disclose PHI in the course of performing services for or on behalf of Participant or as required or permitted by law, regulation, regulatory agency or by any accrediting body to whom Participant or AssistRx may be required to disclose such PHI; AssistRx may also use PHI for the proper management and administration, or to carry out the legal responsibilities of AssistRx.
  2. AssistRx's Obligations. AssistRx shall:
    1. ensure that its agents and subcontractors to whom it may provide PHI agree to the same terms and conditions as are applicable to AssistRx as set forth herein;
    2. implement appropriate and reasonable safeguards to prevent use or disclosure of PHI other than as permitted herein and report to Participant any use or disclosure of PHI not provided for by this Agreement;
    3. make available to the Secretary of Health and Human Services, AssistRx's practices, books and records relating to the use or disclosure of PHI for purposes of determining Participant's compliance with HIPAA; subject to any attorney-client or other privileges;
    4. report to the Participant, and mitigate to the extent practicable, any harmful effect that is known to AssistRx of, uses or disclosures of PHI of which AssistRx becomes aware that do not comply with the terms herein;
    5. document such uses and disclosures of PHI and, upon Participant's request, provide such information as would be required for Participant to account for disclosures of PHI as required under HIPAA;
    6. when AssistRx ceases to perform services for or on behalf of Participant, AssistRx will destroy all PHI received or if such destruction of PHI is not feasible, continue to abide by the terms set forth herein with respect to such PHI; and
    7. following a discovery of a breach of Unsecured Protected Health Information, as defined in HITECH, notify Participant of such breach within sixty (60) days of the discovery of the breach.
  3. Term and Termination. The term of this HIPAA Agreement shall be effective until Participant terminates participation in the Program.

I hereby agree to and will abide by the terms and conditions of this Participation Agreement and the Business Associate Agreement.