Terms

TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE. By using this website, you signify your consent to these terms of use. If you do not agree to these Terms of Use, please do not use the website.

Disclaimer - Beta Mode

Turzo Enterprises, Inc. (“Company”) is currently providing the ALF Approach Membership Program (“Program”) in Beta mode.  In Beta mode there is no warranty about the quality of the results produced. Beta mode is intended only to show you the capabilities of the Website. In Beta mode the software might contains undocumented bugs. We assume NO responsibilities at all for this mode. You are not allowed to use the results for commercial purposes or to publish them without our explicit permission. Service interrupts, missing links or pages, inaccessible periods, database and error messages may appear at any time. If you experience any beta-related issues please contact us.  You agree that we cannot guarantee a minimum uptime or performance level. Website and Program errors or periods of non-accessibility are likely at any time.

Your access to and use of this website, as well as all related websites operated by Company (which includes: www.drtashaturzo.com, www.thealfapproach.com and www.thealfappraochinstitute.com among others) (collectively the “Site”) is subject to the following terms and conditions (referred to as “Terms of Use” or “Terms”) and all applicable laws.

  1.  Website Description

This Website provides courses for professional who are treating the craniofacial complex.  Dr. Tasha Turzo teaches in conjunction with other health and medical professionals.

Our mission is to provide an online platform for continual education in the area of diagnosing and treating complex cranial facial dysfunctions with Alternative Lightwire Functionals (“ALF”) with the ALF Approach. The ALF Approach is an integrative treatment process between a medical or dental professional trained in the application of ALF appliances, a cranial osteopathic physician, and a myofunctional therapist to diagnosis and treat the underlying soft tissue influences that create cranial facial dysfunction. These dysfunctions include, but are not limited to temporolmandibular dysfunctions, head and neck pain, misaligned teeth, and airway deficiencies.

Our program will meet approximately 2 hours monthly to discussion patient cases presented by an ALF practitioner who has joined our  annual membership. Finished ALF cases will be presented by “seasoned” ALF practitioners to demonstrate the ALF Approach from diagnosis to completion of treatment. Relevant topic specific lectures of diagnosis and treatment of complex cranial facial dysfunction will be presented. The foundation of the ALF AMP is a collaborative educational integrative approach to working with complex cranial facial dysfunctions.

Company also provides an online platform for an 11 hour on demand course, “The ALF Approach.”  The mission of this course is to education professionals working within the scope of diagnosis and treatment of complex craniofacial dysfunctions.

The information and training materials provided on this website are for informational purposes only and should not be construed or used as a substitute for professional advice. Our training programs are designed to provide you with valuable knowledge and skills. However, we cannot guarantee any specific results or outcomes, and our professional training program does not offer accredited degrees or certifications.

  1.  Eligibility

Each course in the website has different “eligibility” requirements. These are clearly indicated on the Sales Pages for the individual courses. In addition, Members represent and warrant the following:

(i) you have reasonable and customary levels of malpractice and related liability insurance coverage;

(ii) you are not the defendant in any current or past claim for malpractice (negligence) or state board investigation or disciplinary case;

(iii) your execution and performance of this Agreement is not a violation or breach of any other agreement between you and any other person or entity;

(iv) except as otherwise disclosed in writing to the Company, there is no suit, action, claim, arbitration or legal, administrative or other proceeding, or government or professional investigation, pending or threatened against or affecting you or your ability to perform services as contemplated under this Agreement (and practitioner agrees to immediately advise Company in the event of any future litigation, claims or professional investigations);

(v) you agree to follow all applicable laws, professional standards and ethics and any requirements of Medicare, or any other governmental agency, when performing the services herein and shall at all times conduct himself in a manner as to reflect the good reputation of the Company;

(vi) you agree that the Company shall have no liability with respect to your compliance with the foregoing; and

(vii) you will only provide generalized information and education to Members and their patients.

  1.  Payment Terms and NO REFUND POLICY

The ALF AMP has two options for registration. A Monthly Membership for $200 a month the participant will be charged $200 a month unless they choice to cancel. There are no refunds. The Monthly Member can transition into an Annual Associate. The website will have a process in place for this transaction.  The Annual Associate will register for $3,500.00 for the year and will be automatically renewed once a year unless they cancel.  There are no refunds.

By accessing and browsing the Site, you accept, without limitation or qualification, the Terms of Use and acknowledge that any other agreements between you and the Site are superseded and of no force or effect:

  1.  Use of Website

 You agree that the Site itself, as well as all content, videos, training materials, products, services and/or other materials, made available on the Site by us or other third parties, as well as the look and feel of all of the foregoing, (collectively referred to as the “Content”) are maintained for your personal use and information by Company and are the property of the Company and/or its third party providers. You agree that such Company Content shall include all proprietary videos, HTML/CSS, Javascript, graphics, voice, and sound recordings, artwork, photos, documents, and text as well as all other materials included in the Site, excluding only the materials you provide. Subject to your compliance with these Terms of Use, the Company hereby grants you a limited license, which is non-exclusive, non-transferable, and non-sublicensable, to access, view, and use the Site solely for your personal purposes.

No Company Content may be copied, reproduced, republished, uploaded, posted, transmitted, distributed, used for public or commercial purposes, or downloaded in any way unless written permission is expressly granted by the Company. Modification of the Content or use of the Content for any other purpose is a violation of the copyright and other proprietary rights of the Company, as well as other authors who created the materials, and may be subject to monetary damages and penalties. You may not distribute, modify, transmit or use the content of the Site or any Content, including any and all software, tools, graphics and/or sound files, for public or commercial purposes without the express written permission of the Company.

You may not attempt to harm, disrupt, or otherwise engage in activity that diminishes, the Website.  You may not attempt to interfere with any other Member’s or user’s use of the Website.  You may not engage in illegal, fraudulent, defamatory, obscene, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind with any user, third party or staff member of Company, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law.  You may not impersonate someone else or falsely represent your identity or qualifications, or breach any individual's privacy. You may not use the Website to send or otherwise make available, any material protected by intellectual property laws unless you own or control the rights to such material or have received all necessary consents. Except as permitted by Company in writing, you may not send out communications regarding investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding.  You may not use the Website to send or otherwise making available any material that contains viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another’s computer or property.  You may not use the Website in a manner that imposes an unreasonable or disproportionately large load on Company’s infrastructure, as reasonably determined by Company.  You may not create multiple accounts for use within the same organization or take other similar actions without Company’s express prior written consent.

Company will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law.  Company may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.  You acknowledge that Company has no obligation to monitor your access to or use of the Website or to review or edit any User-Provided Data, but has the right to do so for the purpose of operating the Website , to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

  1.  Company Ownership/Intellectual Property

All Content, such as text, data, graphics files, videos and sound files, and other materials contained in the Site, are copyrighted unless otherwise noted and are the property of the Company and/or a supplier to the Company. No such materials may be used except as provided in these Terms of Use.

All trade names, trademarks, and images and biographical information of people used in the Company Content and contained in the Site, including without limitation the name “The ALF Approach” and the “The ALF Approach Mentorship Program,” are either the property of, or used with permission by, the Company. The use of Content by you is strictly prohibited unless specifically permitted by these Terms of Use. Any unauthorized use of Content may violate the copyright, trademark, and other proprietary rights of the Company and/or third parties, as well as the laws of privacy and publicity, and other regulations and statutes. Nothing contained in these Terms or in the Site shall be construed as granting, by implication or otherwise, any license or right to use any Trademark or other proprietary information without the express written consent of the Company or third-party owner. The Company respects the copyright, trademark and all other intellectual property rights of others. The Company has the right, but has no obligation, to remove content and accounts containing materials that it deems, in its sole discretion, to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Use. If you believe that your intellectual property rights are being violated and/or that any work belonging to you has been reproduced on the Site or in any Content in any way, you may notify Company at [email protected]. Please provide your name and contact information, the nature of your work and how it is being violated, all relevant copyright and/or trademark registration information, the location/URL of the violation, and any other information you believe is relevant.

If you send comments or suggestions about the Site to the Company, including, but not limited to, notes, text, drawings, images, designs or computer programs, such submissions shall become, and shall remain, the sole property of the Company. No submission shall be subject to any obligation of confidence on the part of the Company. The Company shall exclusively own all rights to (including intellectual property rights thereto), and shall be entitled to unrestricted use, publication, and dissemination as to all such submissions for any purpose, commercial or otherwise without any acknowledgment or compensation to you.

  1.  No Warranties

While the Company uses reasonable efforts to include accurate and up-to-date information in the Site, the Company makes no warranties or representations as to its accuracy. The Company assumes no liability or responsibility for any errors or omissions in the content of the Site.

  1.  Consent to Notices

When you register with the Company and/or this Site, you expressly consent to receive any notices, announcements, agreements, disclosures, reports, documents, communications concerning new products or services, or other records or correspondence from the Company. You consent to receive notices electronically by way of transmitting the notice to you by email.

  1.  Restrictions to Access/Nondisclosure

The Company shall use commercially reasonable efforts to restrict unauthorized access to our data and files. However, no system whether or not password protected can be entirely impenetrable. You acknowledge that it may be possible for an unauthorized third party to access, view, copy, modify, or distribute the data and files you store using the Site. Use of the Site is completely at your own risk.

The Company will not intentionally disclose any personally identifying information about you to third parties, except where the Company, in good faith, believes such disclosure is necessary to comply with the law or enforce these Terms of Use. By using the Site, you signify your acceptance of the Company’s  .  If you do not agree with this Privacy Policy, in whole or part, please do not use this Site.

  1. LIMITATION OF LIABILITY

NEITHER THE COMPANY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR MAINTAINING THE SITE AND/OR ANY CONTENT ON THE SITE SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO OR USE OF THE SITE. WITHOUT LIMITING THE FOREGOING, ALL CONTENT ON THE SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THE SITE, THE RESULTS OF THE USE OF SUCH MATERIALS, THE SUITABILITY OF SUCH MATERIALS FOR ANY USER’S NEEDS OR THE LIKELIHOOD THAT THEIR USE WILL MEET ANY USER’S EXPECTATIONS, OR THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR CORRECTION. THE COMPANY LIKEWISE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR GUARANTEES THAT YOU WILL EARN ANY MONEY USING THE SITE OR THE COMPANY’S TECHNOLOGY OR SERVICES. YOU ACCEPT ALL RESPONSIBILITY FOR EVALUATING YOUR OWN EARNING POTENTIAL AS WELL AS EXECUTING YOUR OWN BUSINESS AND SERVICES. YOUR EARNING POTENTIAL IS ENTIRELY DEPENDENT ON YOUR OWN PRODUCTS, IDEAS, TECHNIQUES; YOUR EXECUTION OF YOUR BUSINESS PLAN; THE TIME YOU DEVOTE TO THE PROGRAM, IDEAS AND TECHNIQUES OFFERED AND UTILIZED; AS WELL AS YOUR FINANCES, YOUR KNOWLEDGE AND YOUR SKILL. SINCE THESE FACTORS DIFFER AMONG ALL INDIVIDUALS, THE COMPANY CANNOT AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING YOUR SUCCESS OR INCOME LEVEL. THE COMPANY DOES NOT WARRANT THAT USE OF THE MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE, THE CONTENT, AND/OR THE MATERIALS AVAILABLE ON THIS SITE ARE FREE FROM BUGS OR VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY FOR THE COST OF ALL NECESSARY REPAIRS OR CORRECTIONS. THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY PERFORMANCE OR SERVICE PROBLEMS CAUSED BY ANY THIRD-PARTY WEBSITE OR THIRD PARTY SERVICE PROVIDER. ANY SUCH PROBLEM SHALL BE GOVERNED SOLELY BY THE AGREEMENT BETWEEN YOU AND THAT PROVIDER. Please note that the applicable jurisdiction may not allow the exclusion of implied warranties. Some of the above exclusions may thus not apply to you.

THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY PERFORMANCE OR SERVICE PROBLEMS CAUSED BY ANY THIRD PARTY WEBSITE OR THIRD PARTY SERVICE PROVIDER (INCLUDING, FOR EXAMPLE, YOUR WEB SERVICE PROVIDER SERVICE, STRIPE PAYMENT SERVICES (TERMS LOCATED AT HTTPS://STRIPE.COM/LEGAL/SSA), YOUR SOFTWARE AND/OR ANY UPDATES OR UPGRADES TO THAT SOFTWARE). ANY SUCH PROBLEM SHALL BE GOVERNED SOLELY BY THE AGREEMENT BETWEEN YOU AND THAT PROVIDER. THE COMPANY RESERVES THE RIGHT TO DETERMINE, IN ITS SOLE DISCRETION, WHETHER THE COMPANY IS RESPONSIBLE FOR ANY SUCH MALFUNCTION OR DISRUPTION. THE COMPANY ALSO RESERVES THE RIGHT TO LIMIT YOUR USE OF THE SITE AND/OR THE CONTENT OR TO TERMINATE YOUR ACCOUNT SHOULD THE COMPANY DETERMINE THAT YOU HAVE VIOLATED THESE TERMS OF USE, OR THAT YOU HAVE VIOLATED ANY OTHER RULES OR CONDITIONS OF THE COMPANY. THE COMPANY RESERVES THE RIGHT TO REFUSE ACCESS TO THE SITE AND/OR THE COMPANY’S CONTENT, PRODUCTS AND/OR SERVICES TO ANYONE IN ITS SOLE DISCRETION. THE COMPANY RESERVES THE RIGHT TO DETERMINE, IN ITS SOLE DISCRETION, WHETHER THE COMPANY IS RESPONSIBLE FOR ANY SUCH MALFUNCTION OR DISRUPTION. THE COMPANY MAY, IN ITS SOLE DISCRETION, REFUND THE INITIAL FEE CHARGED FOR ANY USE OF THE SITE AND/OR ANY CONTENT OR A PRO-RATA PORTION THEREOF CONSISTENT WITH THE COMPANY’S REFUND POLICY. THE COMPANY SHALL REFUSE ANY REFUND THIRTY (30) DAYS AFTER YOUR PAYMENT FOR USE OF THE SITE AND/OR ANY CONTENT, EITHER PURSUANT TO THE COMPANY’S CUSTOMER LICENSE AGREEMENT OR OTHERWISE, REGARDLESS OF THE REASON FOR DISRUPTION.

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS OF PROPERTY, EQUIPMENT, INFORMATION OR DATA, LOSS OF PROFITS, REVENUE OR GOODWILL, COST OF CAPITAL, COST OF REPLACEMENT SERVICES, OR CLAIMS FOR SERVICE INTERRUPTIONS OR TRANSMISSION PROBLEMS, OCCASIONED BY ANY DEFECT IN THE SITE, THE CONTENT, AND/OR RELATED MATERIALS, THE INABILITY TO USE SERVICES PROVIDED HEREUNDER OR ANY OTHER CAUSE WHATSOEVER WITH RESPECT THERETO, REGARDLESS OF THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THE COMPANY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

  1.  INDEMNIFICATION

You agree to indemnify and hold the Company and each of its directors, officers employees, and agents, harmless from any and all liabilities, claims, damages and expenses, including reasonable attorney’s fees, arising out of or relating to (i) your breach of these Terms, (ii) any violation by you of law or the rights of any third party, (iii) any materials, information, works and/or other content of whatever nature or media that you post or share on or through the Site, (iv) your use of the Site or any services that the Company may provide via the Site, and (v) your conduct in connection with the Site or the services or with other users of the Site or the services. The Company reserves the right to assume the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide the Company with such cooperation as is reasonably requested by the Company.

  1.  Third-Parties

The provisions of these Terms of Use are for the benefit of the Company, its subsidiaries, affiliates and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.

  1.  HIPAA COMPLIANCE REQUIRED.

You will cooperate in complying with all federal, state, and local laws and regulations applicable to the Services and related arrangements, including, without limitation, the Business Associate requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) (45 C.F.R. parts 142 and 160-164, as may be amended), any other applicable laws and regulations governing the security and privacy of electronically stored health care and financial information.  Among other things, the Company expects that you will abide by reasonable security measures for electronic personal health information, including but not limited to: Members agreeing to the terms of the Business Associate Addendum (at  Appendix A) and audit-trails; role-based usage; encryption; data center security; confidentiality policies; automatic log-off; and disaster recovery.

  1.  BINDING ARBITRATION DISPUTE RESOLUTION

Applicable Law and Venue. (i) To the fullest extent permitted by applicable law, you and Company agree that if you are a business user or a consumer resident of a jurisdiction other than those in (ii) below, the following governing law and arbitration provision applies:

PLEASE READ THE FOLLOWING CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY.

You and Company agree to arbitrate any dispute arising from these Terms or your use of the Website, except that you and Company are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Company agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. You and Company further agree: to attempt informal resolution prior to any demand for arbitration; that any arbitration will occur in Los Angeles County, California; that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and that the state or federal courts in Santa Cruz County, California have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by these Terms and the laws of the State of California and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and Company will not commence against the other a class action, class arbitration, or other representative action or proceeding.

If you are a resident in any jurisdiction in which the provision in the section above is found to be unenforceable, then any disputes, claims, or causes of action arising out of or in connection with these Terms of Service will be governed by and construed under the laws of your jurisdiction of residence, and shall be resolved by competent civil courts within your jurisdiction of residence.

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing to: 550 Water Street Suite K-4, Santa Cruz, California 95060.

  1.  Revisions and Updates

These Terms of Use may be revised from time to time by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the then current Terms of Use to which you are bound.

  1.  Miscellaneous Provisions

If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.  Any waiver of any provision of these Terms will be effective only if in writing and signed by Company.

 

Appendix A – Business Associate Addendum

This Business Associate Addendum (“Addendum”) supplements and is made a part of the underlying Agreement by and between Company and Member (each a “Party” and collectively, the “Parties”).

  1. Under the terms of the Agreement, Member shall provide, and Company shall have access to, certain information some of which may constitute Protected Health Information (“PHI”) and Electronic Protected Health Information (“ePHI”).
  2. The Parties desire to protect the individual privacy and provide for the security and confidentiality of the PHI and ePHI disclosed to Company by Member or generated by Company on behalf of Member in accordance with the Health Insurance Portability and Accountability Act of 1996 (Public Law 104-191) (“HIPAA”) and its accompanying privacy and security regulations (“HIPAA Regulations”), Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009 (Public Law 111-5), and its attendant regulations and guidance (“HITECH Act”), and other applicable laws.
  3. As part of the HIPAA Regulations, Member is required to obtain “satisfactory assurances” from Company that it will appropriately handle and safeguard any PHI disclosed to it by Member or generated by it on behalf of Member and that Company will implement safeguards that “reasonably and appropriately” protect the confidentiality, integrity, and availability of any ePHI that it creates, receives, maintains, or transmits on behalf of Member. Accordingly, the Parties enter into this Addendum governing Company’s use and disclosure of PHI and Company’s implementation of safeguards to reasonably and appropriately protect the confidentiality, integrity, and availability of ePHI.

In consideration of the mutual promises below and the exchange of information pursuant to this Exhibit, the Parties agree as follows:

  1. Definitions:
    1. Business Associate. “Business Associate” shall mean Company.
    2. Covered Entity. “Covered Entity” shall mean Member.
    3. Data Aggregation. “Data Aggregation” shall have the same meaning given to such term in 45 C.F.R. § 164.501.
    4. Designated Record Set. “Designated Record Set” shall have the same meaning given to such term in 45 C.F.R. § 164.501.
    5. Electronic Protected Health Information. “Electronic Protected Health Information” or “ePHI” shall have the same meaning as the term “electronic protected health information” in 45 C.F.R. § 160.103, limited to the information created, received, maintained or transmitted by Company from or on behalf of Member.
    6. Health Care Operations. “Health Care Operations” shall have the meaning set out in its definition at 45 C.F.R. § 164.501, as such provision is currently drafted and as it is subsequently updated, amended or revised.
    7. Individual. “Individual” shall have the same meaning as the term “individual” in 45 C.F.R. § 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. § 164.502(g)
    8. Privacy Rule. “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. part 160 and part 164.
    9. Protected Health Information. “Protected Health Information” or “PHI” shall have the same meaning as the term “protected health information” in 45 C.F.R. § 160.103, limited to the information created or received by Company from or on behalf of Member.
    10. Required By Law. “Required By Law” shall have the same meaning as the term “required by law” in 45 C.F.R. § 164.103.
    11. Secretary. “Secretary” shall mean the Secretary of the Department of Health and Human Services or his designee.
    12. Security Rule. “Security Rule” shall mean the Standards for Security of Electronic Protected Health Information at 45 C.F.R. part 160 and part 164.

Any other terms used in this Addendum, but not otherwise defined, shall have the same meaning as those terms in the Privacy Rule, Security Rule, or any other HIPAA Regulations existing now or promulgated in the future.

  1. Limits on Use and Disclosure of PHI: Except as otherwise specified herein, Company may use and disclose PHI only as necessary to perform its obligations under the terms of the Agreement. All other uses and disclosures not specifically permitted or required by this Addendum or as required by state or Federal law are strictly prohibited.
  2. Privacy Rule Obligations and Activities of Company: With regard to the use and/or disclosure of PHI, Company shall (a) Not use or further disclose PHI other than as permitted or required by this Addendum or as Required By Law; (b) Use appropriate safeguards to prevent the use or disclosure of PHI other than as provided for by this Addendum; (c) Mitigate, to the extent practicable, any harmful effect that is known to Company of a use or disclosure of PHI by Company in violation of the requirements of this Addendum; (d) Report to Member’s designated privacy officer or other designated administrator or officer, within a reasonable period of time, any use and/or disclosure of the PHI that is not permitted or required by the terms of this Addendum and of which Company becomes aware; (e) Require that any and all agents, including subcontractors, to whom it provides PHI received from, or created or received by Company on behalf of Member agree, in writing, to adhere to the same restrictions and conditions on the use and disclosure of PHI that apply throughout this Addendum to Company with respect to such PHI; (f) Upon request of Member, provide access to PHI maintained by Company on behalf of Member in a Designated Record Set to Member or to an Individual, as directed by Member, in accordance with the requirements of 45 C.F.R. § 164.524 (such access shall be permitted within a reasonable period of time and in a manner designated by Member); (g) Upon request of Member, amend PHI maintained in a Designated Record Set by Company on behalf of Member; (h) Make available its internal books and records relating to the use and disclosure of PHI received from, or created or received by Company on behalf of, Member available to Member, or to the Secretary, in a time and manner designated by Member or the Secretary, for purposes of the Secretary determining Member’s compliance with the Privacy Rule; (i) Make information available to Member regarding Company’s disclosures of PHI, and document such disclosures, sufficient to permit Member to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528; and (j) Upon termination of the Addendum, if feasible, return to Member, or, at Member’s request, destroy, all PHI received from, or created or received by, Company on behalf of Member that Company still maintains in any form and retain no copies of such PHI or, if such return or destruction is not feasible, Company shall notify Member in writing of the conditions that make such return or destruction infeasible and shall extend the protections of this Addendum to such PHI and limit further use or disclosure to those purposes that make the return or destruction of such PHI infeasible, for so long as Company maintains such PHI
  3. Permitted Uses And Disclosures By Company: Except as otherwise limited in this Addendum: (a) Company may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Member as specified in the Agreement, provided that such use or disclosure would not violate the Privacy Rule or other applicable state or federal laws if done by Member itself; (b) Company may use PHI in its possession for the proper management and administration of Company or to carry out the legal responsibilities of Company; (c) Company may disclose PHI for the proper management and administration of Company, provided that such disclosures are Required By Law, or provided that Company represents to Member in writing that it has obtained reasonable assurances, from the person to whom the PHI is disclosed that it will remain confidential and be used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person, and that person notifies Company of any instances of which it is aware in which the confidentiality of the PHI received has been breached; (d) Except as otherwise limited in this Addendum, Company may use PHI to provide Data Aggregation services to Member as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B); and (e) Company may use PHI to report violations of law to appropriate state or federal authorities as permitted by 45 C.F.R. § 164.502(j)(1).
  4. Privacy Rule Obligations of Member: Member shall: (a) Notify Company of any restriction to the use or disclosure of PHI that Member has agreed to in accordance with 45 C.F.R. § 164.522, provided such changes affect Company’s permitted or required uses and disclosures of PHI; and (b) Not request Company to use or disclose PHI in any manner that would not be permitted under the Privacy Rule if done by Member, except for Data Aggregation or management and administrative activities of Company.
  5. Security Rule Obligations of Company: With regard to the Security Rule, Company agrees that it shall: (a) Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the ePHI that Company creates, receives, maintains or transmits on behalf of Member; (b) Ensure that any agent, including a subcontractor, to whom Company provides such ePHI agrees to implement reasonable and appropriate safeguards to protect that ePHI; and (c) Report to Member any “security incident” (as that term is defined at 45 C.F.R. § 164.304) of which Company becomes aware.
  6. Breach Notification: Company shall be required to notify Member of any breach of “unsecured PHI” (as that term is defined at 42 U.S.C. § 17932(h)(1), 45 C.F.R. § 164.402 and in further guidance issued by the Secretary under Section 13402(h)(2) of the HITECH Act) in accordance to 45 C.F.R. §164.410 without reasonable delay but in no event later than ten (10) calendar days after discovery of a breach. The notice of any breach of unsecured PHI must include, to the extent possible, the identification of each individual whose unsecured PHI has been, or is reasonably believed by Company to have been accessed, acquired, used or disclosed during the breach and any the following information Member is required to include in its notice to the individual pursuant to 45 C.F.R. §164.404(c): (a) A brief description of what happened, including the date of the breach and the date of discovery of the breach, if known; (b) A description of the types of unsecured PHI that were involved in the breach (e.g. social security number, full name, date of birth, address, diagnosis); (c) Any steps the individual should take to protect themselves from potential harm resulting from the breach; and (d) A brief description of what is being done to investigate the breach, mitigate the harm and protect against future breaches; and (e) Contact procedures for individuals to ask questions or learn additional information which shall include a toll-free number, an e-mail address, Web site, or postal address (this subsection is only applicable if Member specifically requests Company to establish contact procedures).
  7. Term and Termination:
    1. Term. The Term of this Addendum shall be effective as of the commencement of the term of the Agreement, and shall terminate when the Agreement terminates.
    2. Termination for Cause by Member. Member may immediately terminate this Addendum and any related Agreements, including the Agreement, if Member makes the determination that Company has breached a material term of this Addendum. Alternatively, Member may: (i) provide Company with 30 days written notice of the existence of an alleged material breach; and (ii) afford Company an opportunity to cure the alleged material breach upon mutually agreeable terms. Nonetheless, in the event that mutually agreeable terms cannot be achieved within 30 days, such a failure to cure the alleged material breach shall be grounds for the immediate termination of this Addendum and the Agreement. If neither termination nor cure is feasible, Member shall report the violation to the Secretary.
    3. Termination for Cause by Company. Upon Company’s knowledge of a material breach by Member, Company shall either: (i) notify Member of such breach in reasonable detail, and provide an opportunity for Member to cure the breach or violation, or if cure is not possible, Company may immediately terminate this Agreement; or (ii) if neither termination nor cure is feasible, Company shall report the violation to the Secretary.
    4. Effect of Termination. In the event this Addendum is terminated, the destruction, return or continued maintenance of PHI in possession of Company shall be controlled by Section 3.j of this Addendum, and Company’s obligations set forth thereunder shall survive termination of this Addendum.
  1. Miscellaneous:
    1. Regulatory References. A reference in this Addendum to a section in the Privacy Rule means the section as in effect or as amended, and for which compliance is required.
    2. Interpretation. Any ambiguity in this Addendum shall be resolved in favor of a meaning that permits Member to comply with the Privacy Rule and the Security Rule.
    3. Applicable Law. The validity, enforceability and interpretation of this Addendum shall be governed by the same laws as are applicable to the Agreement and by the Privacy Rule and the Security Rule.

Last updated: March 21, 2023