HIPAA EMPLOYEE CONFIDENTIALITY AGREEMENT
I
acknowledge that during the course of performing my assigned duties at Shelby Residential Vocational Services, Inc. I
may have access to, use, or disclose confidential health information. I hereby
agree to handle such information in confidential manner at all times during and
after my employment and commit to the following obligations:
A. I will use and disclose
confidential health information only in connection with and for the purpose of
performing my assigned duties
B. I will request, obtain or
communicate confidential health information only as necessary to perform my
assigned duties and shall refrain from requesting, obtaining or communicating
more confidential health information than is necessary to accomplish my
assigned duties
C. I will take reasonable care to
properly secure confidential health information on my computer and will take
steps to ensure that others cannot view or access such information. When I am
away from my workstation or when my tasks are completed, I will log off my
computer or use a password-protected screensaver in order to prevent access by
unauthorized users.
D. I will not disclose my personal
password(s) to anyone without the express written permission of my department
head or record or post it in an accessible location and will refrain from
performing any tasks using another's password
I
understand that as an employee of Shelby Residential Vocational Services, Inc. the use and disclosure of
patient information is governed by the rules and regulations established under
HIPAA, the Health Insurance Portability and Accountability Act of 1996, and
related policies and procedures of Shelby Residential Vocational Services, Inc. .
Therefore, with regard to patient information, I commit to the following
additional obligations:
A. I will use and disclose
confidential health information solely in accordance with the federal and Shelby Residential Vocational Services, Inc. policies
set forth above or elsewhere. I also agree to familiarize myself with any
periodic updates or changes to such policies in a timely manner.
B. I will immediately report any
unauthorized use or disclosure of confidential health information that I become
aware of to the appropriate supervisor using the reporting procedure provided
in the Shelby Residential Vocational Services, Inc. employee manual.
I also
understand and agree that my failure to fulfill any of the obligations set
forth in this Agreement and/or my violation of any terms of this Agreement may
result in my being subject to appropriate disciplinary action, up to and
including, termination of employment.
MEDISKED ASP – TERMS AND
CONDITIONS OF USE AGREEMENT (Revised 3/17/2011)
The content
available from Licensor through use of the Services (as hereinafter defined) is
the sole property of Licensor and is protected by copyright, trademark and
other intellectual property laws. Except
as otherwise explicitly agreed in writing, Licensor owned content received
through the Services may be downloaded, displayed, reformatted and printed for
the Licensee’s commercial use only under the terms of the Activation Agreement
(as hereinafter defined).
This MediSked ASP-Terms
and Conditions of Use Agreement (the “Terms”) is an Exhibit to the Activation
Agreement between Licensor and Licensee and sets the terms and conditions of
Licensee’s use of the services provided to Licensee by Licensor as set forth
herein (and in the Activation Agreement of which this is a part) (collectively,
the “Services”) and of the MediSked website provided to Licensee as a part
thereof (“Website”).
The Terms explain
further Licensor’s obligations to Licensee, and Licensee’s obligations to Licensor
in relation to the Services and Website.
When Licensee or someone else Licensee has permitted, uses, modifies or
cancels the Services on Licensee’s behalf (even if Licensor was not notified of
such authorization), or requests or purchases additional services from Licensor
under Licensee’s account, the Terms cover any such service or action.
Licensee
acknowledges that it has read, understood, and agrees to be bound by all terms
and conditions of the Terms, as well as all other applicable agreements between
Licensor and Licensee as defined in or otherwise incorporated into the
Activation Agreement, dated the Effective Date, by and between Licensor and
Licensee (the “Activation Agreement”), which are incorporated herein by
reference, such as any pricing agreement and HIPAA Business Associate Contract
and any additional rules or policies or services agreements that are or may be
established by Licensor from time to time.
All sections of the Terms apply to any and all services provided by
Licensor.
LICENSEE
ACKNOWLEDGES AND AGREES THAT ITS RIGHTS TO THE SERVICES (INCLUDING USE OF THE
SAAS AND THE WEB SITE) ARE NOT EXCLUSIVE, AND ARE ONLY COMPRISED OF THOSE
RIGHTS CONVEYED TO LICENSEE IN THE TERMS AND THE ACTIVATION AGREEMENT, SUBJECT
TO THE LIMITATIONS STATED HEREIN AND THEREIN.
The first
time Licensee applies to use the Services, Licensee will be given a User Name
and Password. That User Name and
Password are the means through which Licensee can access certain of the
Services. Licensee acknowledges and agrees that it is Licensee’s responsibility
to safeguard the User Name and Password from any unauthorized use, including by
Licensee’s agents and assignees. IN NO
EVENT WILL LICENSOR BE LIABLE FOR THE UNAUTHORIZED USE OR MISUSE OF LICENSEE’S
USER NAME OR PASSWORD.
Certain Services users have a
higher-level access to the SaaS. If Licensee is one of those users, Licensee
may use the high level of access to the SaaS to
modify certain records concerning the Services.
Security
Licensee is responsible for maintaining
the security of its account, and Licensee is fully responsible for all
activities that occur under that account and in connection with its use of the
Services, and for any other actions taken in connection with the Website,
including those of its agents, assignees and other users. Licensee agrees to notify Licensor
immediately of any unauthorized uses of its account or any other breaches of
security on the Website. Licensee
acknowledges and agrees that Licensor cannot and will not be liable for any
loss or damage from Licensee’s failure to comply with this security obligation,
or for any acts or omissions, of Licensee or any of its agents, assignees or
Licensee’s authorized users of the Services, including any damages of any kind
incurred as a result of such acts or omissions.
In the event that (i)
in applying for Services Licensee provides information about a third party,
Licensee hereby represents and warrants that it has (a) provided notice to that
third party of the disclosure and use of that party's information as set forth
in the Activation Agreement, and (b) obtained that third party's express
consent to the disclosure and use of that party's information as set forth in
the Activation Agreement.
Licensee acknowledges and agrees that willfully providing inaccurate or
unreliable information or willfully failing to update information promptly will
constitute a material breach of the Activation Agreement. Licensee further acknowledges and agrees that
Licensor will not be held liable for any damages whether incidental,
consequential, special, punitive or liquidated or lost
or imputed profits for the willful, non-willful or accidental providing of
inaccurate or unreliable data or omission of necessary data to Licensor in
furtherance of any service that Licensor may provide for Licensee.
Subject to the terms of the Activation
Agreement, which in the event of any conflicts with the Terms
supersedes the Terms:
Licensee acknowledges and agrees that
Licensor may make available information Licensee provides or that Licensor
otherwise maintains, to such public or private third parties as applicable laws
require or permit, including, but not limited to, making publicly available, or
directly available, some or all of such information: (i)
for inspection by law enforcement officials (including in the case of potential
criminal activity); (ii) to respond to criminal and civil subpoenas and court
orders that reasonably appear to be valid; (iii) in connection with the sale of
all or certain of our assets; (iv) to enforce or apply the Terms or the
Activation Agreement; and (v) to protect the rights, property, or safety of
Licensor, its users, or others, whether during or after the Term or Licensee’s
use of the Services.
Licensee acknowledges and agrees, as does Licensor, that all applicable
information provided to Licensor will be governed by HIPAA Privacy and HIPAA
Security standards.
Licensee hereby consents to any and all
such disclosures and uses of, guidelines, limits and restrictions on disclosure
or use of, information provided by Licensee in connection with use of any
Services (including any updates to such information), whether during or after
the Term of the Activation Agreement.
Licensee hereby irrevocably waives any and all claims and causes of
action it may have arising from such disclosure or use of information provided
by Licensee to Licensor.
Licensor will not process data about any identified or identifiable natural
person that is obtained from Licensee in a way incompatible with the purposes
and other limitations described in the Activation Agreement.
Licensor will take reasonable precautions to protect the information it obtains
from Licensee from the loss, misuse, unauthorized access or disclosure with
respect thereto or use, or alteration or destruction, of that information. Licensor will have no liability to Licensee
or any third party with respect thereto to the extent such reasonable precautions
are taken.
YOU AGREE AND ACKNOWLEDGE THAT YOUR USE OF
THE SERVICES IS ENTIRELY AT YOUR OWN RISK.
YOU AGREE THAT LICENSOR WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR
ANY (a) TERMINATION, SUSPENSION, LOSS, OR MODIFICATION OF YOUR SERVICE(S), (b)
USE OF OR INABILITY TO USE THE SERVICE(S), (c) INTERRUPTION OF BUSINESS, (d)
ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS WEBSITE OR A SERVICE (e) DATA
NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION, (f)
EVENTS BEYOND MEDISKED’S AND SUBCONTRACTOR'S REASONABLE CONTROL, (g) THE
PROCESSING OF YOUR SERVICE APPLICATION, (h) APPLICATION OF ANY APPLICABLE LAW,
REGULATION OR MEDISKED POLICY (INCLUDING, WITHOUT LIMITATION, ANY RELEVANT
DISPUTE POLICY OR ANY OTHER HIPAA STANDARDS(OR SIMILAR GOVERNMENTAL OR
SUCCESSOR ORGANIZATION ADOPTED POLICIES), (i)
DISBURSEMENT OR NON-DISBURSEMENT OF FUNDS BY PAYMENT PROCESSORS; (j)
TRANSACTIONS CONDUCTED ON THE WEB SITE, INCLUDING FRAUDULENT TRANSACTIONS; (k)
LOSS INCURRED IN CONNECTION WITH YOUR SERVICE(S), INCLUDING IN CONNECTION WITH
E-COMMERCE TRANSACTIONS; (l) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR
TRANSMISSIONS OR DATA; (m) STATEMENTS OR CONDUCT OF ANY THIRD PARTY USING YOUR
SERVICE(S), OR (n) ANY OTHER MATTER RELATING TO YOUR USE OF THE SERVICE(S).
MEDISKED ALSO WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, GOODWILL, DATA, THE
COST OF REPLACEMENT GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES) REGARDLESS
OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR
OTHERWISE, EVEN IF MEDISKED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT SHALL MEDISKED'S MAXIMUM AGGREGATE LIABILITY EXCEED FIVE HUNDRED
DOLLARS ($500), AS SPECIFIED IN ACTIVATION AGREEMENT. BECAUSE SOME STATES DO
NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE MAXIMUM
EXTENT PERMITTED BY LAW.
THE ABOVE LIMITATION ON LIABILITY
SPECIFICALLY AND EXPRESSLY INCLUDES ANY LOSSES TO YOU ARISING FROM THE WEBSITE
BEING DOWN OR INOPERATIVE, FOR ANY FALSE, INACCURATE OR OMMITTED DATA ENTERED
INTO THE WEBSITE INCLUDING BILLING AND MEDICAID/ MEDICARE RELATED DATA AND FOR
ANY INFORMATION OR DATA THAT YOU HAVE REQUESTED THAT MEDISKED OR ANY OF ITS
EMPLOYEES OR AGENTS ENTER FOR YOU INCLUDING BILLING AND MEDICAID/MEDICARE
RELATED DATA.
You agree to defend, indemnify and hold
harmless MediSked, its subsidiaries, affiliates, officers, directors, agents,
partners, employees and attorneys for any loss, liabilities, damages, costs or
expenses, including reasonable attorneys' fees, resulting from any third party
claim, action, or demand arising out of or related to (i)
your use of or connection to the Services which includes but is not limited to
modification or distribution of the software or program, its output, or any
accompanying documentation, (ii) your use of the website or other Service;
(iii) your Content; (iv) your breach or violation of any term, condition,
representation or warranty of this Agreement; or (v) your violation of any
rights of others.
Disclaimer
of Warranties
THE SERVICES ARE PROVIDED TO YOU ON AN
"AS IS," AS AVAILABLE BASIS.
MEDISKED MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND
WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE
SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR SERVICE GUARANTEES, UNLESS SUCH
REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. MEDISKED FURTHER
DISCLAIMS ANY REPRESENTATION OR WARRANTY: (i) THAT
THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, (ii) THAT THE SERVICES WILL
BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) REGARDING ANY GOODS OR
SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR ANY TRANSACTIONS ENTERED
INTO THROUGH THE SERVICES, OR (iv) THAT ANY ERRORS IN THE SERVICES WILL BE
CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE
SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS
FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. NO ORAL OR WRITTEN ADVICE OR
INFORMATION GIVEN BY MEDISKED, ITS EMPLOYEES, LICENSEES OR THE LIKE WILL CREATE
A WARRANTY OR GUARANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE
YOU AGREE THAT REGARDLESS OF ANY STATUTE
OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED
TO USE OF THE SERVICES OR THE AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR
AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. The section titles in
the Agreement are for convenience only and have no legal or contractual effect.