These websites, including all content, features, functionality, programs, applications, or services provided on or through the websites are referred to, collectively, in this Agreement, as the "Site." ABC operates the Site. This Agreement and the Business Associate Agreement attached hereto and incorporated herein by this reference shall apply to all users of the Site except for those users that have either (1) otherwise entered into a separate services agreement with ABC for the provision of the Site and Service, or (2) (i) entered into an Adverting Agreement with ABC for use of the Site, and (ii) receive but do not disclose Protected Health Information (as defined in 45 C.F.R. § 160.103). For clarity, in the event you have entered into a separate Business Associate Agreement or services agreement with ABC in connection with the Service, such Business Associate Agreement and/or services agreement shall supersede this Agreement and/or the Business Associate Agreement attached hereto. This Agreement shall apply to any use of the Site whether accessed via computer, mobile device, or other technology, manner, or means. By using this Site, you agree that you have read and understand this Agreement, and that you agree to this Agreement, which are a binding legal agreement between you and ABC.
ABC operates the Site as a service to assist health care providers in identifying appropriate providers for follow-up care, and to facilitate the referral of patients to such providers (the "Service").
You acknowledge and agree that this Agreement and any policies, rules, or guidelines governing your use of the Service may be amended at any time by ABC. ABC will use reasonable efforts to notify you of any changes to this Agreement, whether by email or notice on the Site. All such changes are effective 30 days after they are posted on the Site, or sooner if expressly agreed by you.
Accounts; Use of the Site.
Special Requirements Applicable to Specialists.
You may register on the Site for an account for sending referrals (each, a "Referral Sender") or to receive referrals (each, a "Referral Recipient"). The following requirements will apply to each Provider who is a Referral Recipient (and the Administrative Owner, Practice, and Referral Coordinators with which the Referral Recipient is associated):
Intellectual Property Rights.
You will not remove, circumvent, disable, damage, or otherwise interfere with security-related features of the Site or interfere with or damage operation of the Site or use of the Content, or any user's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
The Site may include links or references to other external websites or services solely as a convenience to users ("Reference Sites"). Links on Reference Sites may lead to resources located on servers maintained by third parties over which ABC has no control. ABC does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk, and ABC makes no warranties, express, statutory, or implied, with respect to the Reference Sites. You acknowledge and agree that ABC will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any information, materials, products, or services contained on or accessible through Reference Sites.
Compliance with Law.
Regulatory Notice. The following disclosures are made pursuant to 42 CFR 1001.952(h).
Representations and Warranties.
You represent and warrant the following:
Warranty Disclaimer; Limitation of Liability; Indemnification.
Except as set forth in Section 1 above, this Agreement constitutes the entire agreement between you and ABC, governs your use of the Site and the Content, and supersedes any prior versions of this Agreement and any prior representations by ABC. No agency, partnership, joint venture, or employment is created as a result of this Agreement. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of law principles. The failure of ABC to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement will remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action brought against ABC and its affiliates, service providers, employees, agents, licensors, and partners, arising out of or related to use of the Site or the Content or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
This Business Associate Agreement (this "B.A. Agreement"), is entered into by and between The Advisory Board Company (the "Advisory Board") and you on behalf of each of the Administrative Owner, the Practice, each Provider, and each Referral Coordinator (collectively, "you") (each a "Party" and collectively the "Parties").
The Parties have entered into the Agreement, to which this B.A. Agreement is attached the performance of which requires the Advisory Board to receive from, or create or receive on behalf of, you PHI (as defined below) that is subject to the final federal privacy regulations ("Privacy Rule") and the federal security regulations ("Security Rule") issued pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the Health Information Technology for Economic and Clinical Health Act and implementing regulations ( "HITECH") (collectively referred to herein as, "HIPAA") as each is amended from time to time. The purpose of this B.A. Agreement is to amend and supplement the Agreement to set forth the obligations of the Parties with respect to such Protected Health Information.
Except as otherwise specified herein, the Advisory Board may use and disclose PHI:
With regard to the use and/or disclosure of PHI, the Advisory Board agrees to:
With regard to the use and/or disclosure of PHI by the Advisory Board, you agree:
Termination by You. Upon your determination of a breach of a material term of this B.A. Agreement by the Advisory Board with respect to the Agreement, you shall provide the Advisory Board with written notice of that breach in sufficient detail to enable the Advisory Board to understand the specific nature of that breach and afford the Advisory Board an opportunity to cure the breach; provided, however, that if the Advisory Board fails to cure the breach within a reasonable time specified by you, you may terminate this B.A. Agreement with respect to the Agreement to the extent that the Agreement requires the Advisory Board to create, receive, maintain, or transmit PHI.
Notwithstanding Section 6.1, if either Party knows of a pattern of activity or practice of the other Party that constitutes a material breach or violation of this B.A. Agreement with respect to the Agreement, then the non-breaching Party shall provide written notice of the breach or violation to the other Party that specifies the nature of the breach or violation. The breaching Party must cure the breach or end the violation on or before sixty (60) days after receipt of the written notice. In the absence of a cure reasonably satisfactory to the non-breaching Party within the specified timeframe, or in the event the breach is reasonably incapable of cure, then the non-breaching Party may do the following:
Effect of Termination or Expiration. Promptly following the termination or expiration of this B.A. Agreement with respect to the Agreement, the Advisory Board shall return or destroy all PHI created or received under the Agreement, including such information in possession of the Advisory Board's subcontractors, if feasible to do so. If return or destruction of said PHI is not feasible, the Advisory Board agrees to extend any and all protections, limitations and restrictions contained in this B.A. Agreement to the Advisory Board's use and/or disclosure of any PHI retained after the termination or expiration of this B.A. Agreement with respect to the Agreement, and to limit any further uses and/or disclosures to the purposes that make return or destruction of the PHI infeasible. This Section 6.3 shall survive any termination or expiration of the Agreement, and/or this B.A. Agreement.