Theravue Inc. Service Subscriber Terms of Service

Last revised: October 11, 2016

Effective date: October 11, 2016

These terms and conditions (the “Terms” or “Terms of Use” or “Terms of Service”) represent an agreement between you, a professional, licensed therapist (“Therapist”) and Theravue Inc., a Canadian Federal corporation having its registered address at 440 Cambie Street, Suite 201, Vancouver, BC V6B 2N5 (hereinafter referred to in these Terms as “Theravue”, “we”, “us” or the “Company”). The Terms govern your access to Theravue Inc.'s Service at theravue.com (the “Website” or “Site”), your rights and obligations with respect to User Date that you place in the Service, and associated Intellectual Property Rights thereto, as well as your creation of an account by which you will access the Service, (hereinafter an “Account”) for use in connection with the Service, as owned and operated by Theravue Inc.

These Terms of Service, which you agree may be modified or amended periodically by Theravue at Theravue’s sole discretion, is a legally binding agreement made by and between Theravue and you, personally and, if applicable, on behalf of the entity for which you are using Theravue products or services. For the purposes of these Portal Terms of Use, the terms "you" and "your" refer to the legal person or entity creating a Theravue account with Theravue, including, without limitation, you and/or the business, company, or entity which you represent, together with your employees, agents, representatives, or authorized third parties. These Terms of Use govern your interactions with Theravue.

BY CLICKING “I AGREE,” OR BY ACCESSING AND USING THERAVUE IN ANY WAY, YOU AGREE TO BE BOUND BY THESE PORTAL TERMS OF USE, INCLUDING BUT NOT LIMITED TO THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THESE PORTAL TERMS OF USE, DO NOT USE THERAVUE AND EXIT NOW.

About the Site

Our Site and Services are designed to provide tools for a professional, licensed therapist ("Therapist") to discuss their client cases with a group of other licensed therapists (hereinafter referred to as “Consultation Groups”) and improve their client outcomes. Everything we offer on the Site, which includes more than just facilitating peer consultations, is referred to in these Terms of Service collectively as the “Services”. Some of what is on the Site is viewable without registering with us, but to actively participate or store your information, you must register as a member and authorize the use and disclosure of your personal information for purposes of allowing us to provide the Services and as otherwise disclosed in our Privacy Policy.

Features, and Description of Theravue Service

Our Site and Services are designed with the intent to help Therapists improve their client outcomes by:

  1. Facilitating the formation of Professional Consultation Groups, groups of licensed therapists created to discuss client cases;
  2. Providing HIPAA compliant online video conferencing services to facilitate meetings between Consultation Group members;
  3. Providing a variety of online services and tools designed to facilitate collaboration and peer consultation;
  4. Providing the ability to create and store individual or group session notes in a secure manner;
  5. Delivering an interface for the Clients of Therapists to record and measure their outcomes over time; and,
  6. Delivering structured content to learn and deliberately practice psychotherapy skills.

Additional features of the Theravue Service may be described on the Website.

Definitions for purposes of this Agreement:

Accepting the Terms

It is important that you read these Terms carefully. If you do not agree to these Terms, please do not use the Theravue Service. By accessing or using the Theravue Service, you represent, warrant and signify that:

  1. you are at least 18 years of age;
  2. you are licensed to provide psychotherapy services;
  3. you are currently compliant, and agree to remain in compliance in the future, with the Health Insurance Portability and Accountability Act (“HIPAA”) of the United States, as amended from time to time, including any regulations thereto;
  4. that you have read, understood and agree to be bound by these Terms as they may be amended from time to time;
  5. you have obtained any applicable consents, such as a Notice of Privacy Practices document, required from your clients' relating to the dissemination of protected health information and your potential use of third-party service providers, such as Theravue;
  6. You have read and agreed to be bound by all Supplemental Agreements, including (but not limited to) the Theravue Business Associates Agreement
  7. you have read and understand our Privacy Policy, the terms of which are incorporated herein by reference (the 'Privacy Policy'), and agree to abide by the Privacy Policy.

If you accept these Terms, you represent that you have the capacity to be bound by them.

To the extent any provision in any Supplemental Agreement conflicts with any provision in these Terms of Service, the provisions contained in this Terms of Service shall control. An exception to this shall be the Theravue Business Associates Agreement

Changing the Terms

We may add, discontinue or revise these Terms or any aspect, mode or design of the Theravue Site, which include but are not limited to the:

  1. scope of the features;
  2. timing of the features;
  3. software/hardware required for access to the Theravue Service; and
  4. geographic locations or jurisdictions in which certain features may be available.

We may amend the Terms without notice for non-material amendments. We will provide you with notice of a material change in the terms and conditions (including changes in pricing) by setting out:

  1. the new or amended agreement terms;
  2. how such terms read formerly;
  3. the date of the coming into force of the amendment; and
  4. your rights as a consumer.

We highly recommend that users read any amendments carefully. We have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary no later than thirty (30) days after the amendment comes into force that you desire to cancel the contract or deregister or unsubscribe from access to the Theravue Service. We will post the most current Terms on the Site and your use of the Theravue Service is subject to the most current Terms as posted on the Site at such time. It is your responsibility to visit this page to find any updates that may have been made to the Terms.

Using the Service

You need not register an account with the Website to browse the information that is publicly viewable by anyone using a standard Internet browser. To use the features of the Services intended for use by Therapists, you must first register an account with the Service. When you register as a Therapist, we may ask for your first and last name, telephone number, license number, state(s) in which you are licensed, profession, email address, credit card information, and any other information required to deliver the Service to you, and you will be required to create a password. When you complete the registration process, you are subject to the Payment terms as set forth on our Pricing Page.

Before activating your account, Theravue will confirm that you are licensed to practice psychotherapy. If we fail to confirm your active and unrestricted license in a state, your account will be cancelled. We reserve the right to cancel your account for this reason or for any reason. If your license is ever restricted or revoked, you must inform us immediately. You agree to keep all contact information, including the status of your license, your practice, and your email address, updated and accurate.

If you have registered as a Therapist with Theravue, you are responsible for maintaining the confidentiality of login information and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account regardless of who actually uses your account name or password.

Your use of any information or materials on this Website is entirely at your own risk, for which Theravue shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this Website, its partners, or affiliates, meet your specific requirements.

You acknowledge and agree that you shall comply with the following policies:

  1. No Advertising or Commercial Solicitation. Y ou will not advertise or solicit any user to buy or sell any products or services through the Site or Services;
  2. Unique and Bona Fide Profile. As a potential member of a consultation group, your use of the Service must be for bona fide therapy improvement purposes in order to maintain the integrity of the Service (for example, you may not participate in a consultation group to compile to perform market research or to write a school research paper). From time to time, Theravue may create test profiles in order to monitor the operation of the Services.
  3. No Harassment of Theravue Employees or Agents. You will not harass, annoy, intimidate or threaten any Theravue employees or agents engaged in providing any portion of the Services to you.
  4. No Copying or Harvesting of Site Content. No portion of this Site, including but not limited to, Therapist names, addresses, phone numbers, email addresses, or copyrighted text may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose such as for use on a "mirrored", competitive, or third party site without express written consent of Theravue. You may not make any commercial use of data mining, robots, or similar data gathering and extraction tools. You may not frame or utilize framing techniques to enclose any of our trademarks, logos, or other proprietary information (including images, text, page layout, or form). You may not use any meta tags or any other “hidden text” utilizing our name, trademarks or other proprietary information.
  5. Geographic Limitations. You will only use the Services in a manner consistent with this Agreement and any and all applicable local, state, provincial, territorial, federal, national and international laws and regulations. Registration for, and use of, the Services are void where prohibited. To the extent that the Services are not legal in your jurisdiction, you may not use the Services. The Services may not be used where prohibited by law.
  6. Information Submitted. You are solely responsible for, and assume all liability regarding, (i) the information and content you contribute to the Services; (ii) the information and content you post, transmit, publish, or otherwise make available (hereinafter “post”) through the Services; and (iii) your interactions with other Users through the Services.
  7. Content Removal. Theravue reserves the right, but has no obligation, to monitor the information you submit to the Site. Theravue will have the right to remove any such information or material that in its sole opinion violates, or may violate, any applicable law, either the letter or spirit of this Agreement, or upon the request of any third party.
  8. Posting and Communication Restrictions. You will not communicate content (or links thereto) on the Site, transmit to other users, or otherwise engage in any activity on the Site or through the Service, that:
    1. collects or solicits personal information about anyone under 18 years of age (or the age of majority in your jurisdiction, if it is older);
    2. promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
    3. is intended to or tends to harass, annoy, threaten or intimidate any other users of the Site or Services;
    4. is defamatory, inaccurate, abusive, obscene, profane, offensive, sexually explicit, obscene or otherwise objectionable;
    5. contains others’ copyrighted content (e.g., articles, videos, photographs, images, etc.) without obtaining permission first;
    6. promotes or enables illegal or unlawful activities, such as instructions on how to make or buy illegal weapons or drugs, violate someone’s privacy, harm or harass another person, obtain others’ identity information, create or disseminate computer viruses, or circumvent copy-protect devices;
    7. intended to defraud, swindle or deceive other users of the Services;
    8. contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components or devices;
    9. promotes or solicits involvement in or support of a political platform, religion, cult, or sect;
    10. disseminates or otherwise discloses another person’s personal information without his or her prior permission, or collects or solicits another person’s personal information for commercial or unlawful purposes;
    11. is off-topic, meaningless, or otherwise intended to annoy or interfere with others’ enjoyment of the Site;
    12. impersonates, or otherwise misrepresents affiliation, connection or association with, any person or entity;
    13. solicits gambling or engages in any gambling or similar activity;
    14. uses scripts, bots or other automated technology to access the Site or Services;
    15. uses the Site or Services for chain letter, junk mail or spam e-mails; or
    16. is in any way used for or in connection with spamming, phishing, trolling, or similar activities.
  9. No False Information. You will not provide inaccurate, misleading or false information to Theravue or to any other user. If information provided to Theravue or another user subsequently becomes inaccurate, misleading or false, you will promptly notify Theravue of such change.
  10. Voluntary Use. Your use of the Portal is voluntary and at your discretion.
  11. Permitted Use. You will use the Portal only as permitted and not attempt to harm or circumvent any of its security features or use Theravue for any purpose other than as described in these Theravue Terms of Use, Supplemental Agreement, and/or related policies or terms of use.
  12. No obligation to intervene in disputes between users: You agree that we have no duty or obligation to enforce, mediate, adjudicate, or otherwise resolve disputes between Theravue users.

If you do not meet, or are unable to comply with, any of the above-referenced membership eligibility criteria or policies, please do not use the Website. Should Theravue find that you violated the terms of the membership eligibility criteria or any other terms stated herein, Theravue reserves the right, at its sole discretion, to immediately terminate your use of the Website.

Therapist Responsibility

You agree that you are solely responsible for any breach of your obligations under the Terms and for the consequences of any such breach. We have no responsibility to you or to any third party for such breaches or the consequences of such breaches (including losses or damage that You or Theravue may incur). You understand that when using the Theravue Service, you may come across material that you find objectionable, offensive or indecent and agree that you are using the Theravue Service voluntarily and at your own risk.

You agree and understand that Theravue is providing a service intended to facilitate and support communication between professionals, and that Theravue is not responsible for the content, character, accuracy, or clinical appropriateness of information or content provided by another user. You agree and understand that the appropriateness of all consultation data provided by another Theravue user should, like other input provided by colleagues or other interested parties, be weighed by you. You agree and understand that the information you encounter/receive while using Theravue is solely advisory in nature and that you retain the ultimate responsibility for all clinical work. You agree and understand that any reliance by you upon Theravue shall not shift the duties owed by you to your clients toward Theravue.

You agree that you will not use Theravue as an Electronic Health Record or otherwise use/rely upon Theravue as a means for storing client records/charts/files. You agree that the maintenance of the client’s chart/record/file, to the extent that you have any obligation to do so, shall be undertaken by you independently of your use of Theravue. At no time will you store PHI or client data on Theravue that is not duplicated in your own chart/file/record.

Protecting Personal Health Information Within Professional Consultations

Everything in the professional consultation groups are confidential and you agree to not share or otherwise disclose any of the client-related content you learn in your consultation group. Additionally, you agree to be bound by the terms of any confidentiality agreements that you endorse or otherwise agree to as a part of your usage of the Theravue service.

Privacy

Your privacy is very important us. Please review our Privacy Policy, which is hereby incorporated into these Terms by reference. The Privacy Policy applies to the collection, use, disclosure, retention, protection and accuracy of your personal information and business financial information collected for the purposes of the features offered through the Theravue Service.

Third Party Links

The Theravue Service may link to third-party websites or resources. Such links are provided as a convenience to you only and do not imply an endorsement, warranty or guarantee by us of any such linked site or the company it purports to represent. We do not assume any responsibility or liability for their availability, accuracy, the related content, products or services. You are solely responsible for use of any such websites or resources and compliance with their policies. Should you elect to enter into an agreement or contract with any such website, you agree to hold us harmless and hereby release us from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of your actions or the actions of any user associated with your account, offering to accept or having accepted any products or services that are available from those sites.

Intellectual Property and Rights

Rights to content provided by us:

You acknowledge and understand that, except for Protected Content (as defined below), we own all right, title and interest in: (a) the Theravue Service; data files; and (b) all e-mails; computer software; advertisements; sponsored content, trade-marks, copywritten material and other intellectual property rights; (all such information, individually and collectively, being the “Theravue Content” ), which you may have access to when using the Theravue Service, are owned either by us or the entity from which such Theravue Content originated. The Theravue Content is protected by our intellectual property rights or the rights of the entities who have provided to the Company such Theravue Content.

Except as set forth in the Agreement, all rights not expressly granted to you are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying the Theravue Service. You may not modify, rent, lease, loan, sell, distribute or create any derivative products or services (or parts of services products or services) based on Theravue Content that you do not own or to which you have rights, or to create derivative works based on the Theravue Service. We reserve the right to pre-screen, review, filter, modify, flag, refuse, or remove any or all Theravue Content from any of the Theravue Service at any time, at our sole discretion. You may not infringe upon our intellectual property and the intellectual property of any other entities that provide the Theravue Content; or adapt, reproduce, publish or distribute copies of any information or material found on the Theravue Service in any form (including by e-mail or other electronic means), without our prior written consent.

Limited license:

Subject to your compliance with these Terms of Use, Theravue grants you a limited, non-exclusive right to use Theravue, and any content and materials made available to you in connection with your use of Theravue, only for the purposes (and subject to such further limitations) as Theravue may provide from time to time. The content on Theravue is provided solely for your personal use or the use of the entity you represent. Republication, distribution, or use of Theravue content that is inconsistent with these Terms of Use is strictly prohibited.

This license may be revoked upon breach of these Terms by you and shall automatically be revoked upon termination or expiration of this Agreement.

The Company may, now or in the future, own rights to trade-marks, trade names, services marks, logos, domain names and other distinctive brand features which we use in connection with the operation of the Theravue Service. We do not grant you any right or license to use any of our intellectual property other than as expressly set out in these Terms and in other licenses between you and us.

Disclaimers

Rights to content provided by you:

By providing information or documentation, other than Protected Health Information (as defined in the Supplemental Theravue Business Associates Agreement), to the Company, you grant to the Company a perpetual, irrevocable, worldwide and non-exclusive license to reproduce, modify, translate, publish, distribute and make Your content (“Subscriber Content”) available to other companies, organizations, individuals, and users in accordance with the Supplemental Agreements and our Privacy Policy.

You also understand that in order for us to operate the Theravue Service, Subscriber Content may be transmitted by you or us over various public networks and in various media in compliance with our security protocols and we may make changes to Subscriber Content to meet the technological requirements of such networks and media. You agree that we have no responsibility to protect or enforce your rights on your behalf with respect to Subscriber Content. You further agree that we have no duty or obligation to enforce, mediate, adjudicate, or otherwise resolve disputes between Theravue users.

When you provide information to us you represent and warrant that you have the right to do so and you have no reason to believe you are violating the rights of any person or any contract or other obligation to which you are subject.

Theravue Service provided as-is:

The Theravue Service is provided “as-is” without warranties of any kind, either expressed or implied. You acknowledge, agree and understand that you use the Theravue Service at your own risk. We will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Theravue Service.

Downtime:

The Theravue Service may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications between you and the Theravue Service.

No endorsement as to accuracy:

We accept no responsibility for the accuracy of any Theravue Content provided by, or created using, the Theravue Service except as otherwise set out in these Terms. The provision or storage of Theravue Content or Protected Content through the Theravue Service by us does not, despite Theravue's efforts to adhere to applicable legislation, constitute our endorsement nor warranty as to the compliance of such Theravue Content or Protected Content with applicable privacy legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability thereof.

You are responsible for ensuring that the information you have entered into our system is accurate, reliable, complete, and permissible.

No warranty as to non-infringement:

Except in the manner provided for in these Terms, we and any other entity providing Theravue Content disclaim, and expressly do not provide any direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to the Theravue Service.

Limitation of Liability

You hereby agree to release, remise and forever discharge us and our directors, employees, officers, and our affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, nor for any special, indirect or consequential, incidental or exemplary damages ( collectively, a “Claim” ), whether in contract or tort, whether known or unknown, which now or hereafter arise from, to the maximum extent allowed by law, that relate to, or are connected with:

  1. these Terms;
  2. failure or delay of the merchants to deliver the products or services, in any way, that are advertised on the Theravue Service or through Theravue, and, for clarity, Theravue accepts no liability for any Merchant failure or delay in complying with these terms and conditions or any dispute between you and any Merchant (for clarity, all disputes relating to the quality of Merchant products and inquiries regarding refunds must be directed to the Merchant);
  3. your provision to us of any personal information to us subject to our legal requirements relating to the protection of personal information;
  4. communications received to you through your access to the Theravue Service;
  5. the use of the Theravue Service and any related applications including third party services;
  6. the use of any software related to the Theravue Service;
  7. viruses, spyware, service provider failures or internet access interruptions;
  8. potential HIPAA violations;
  9. loss of use, loss of data, inaccuracy of data, payment failure, payment defect, inaccurate calculations, downtime, identity theft, fraud or unauthorized access; or
  10. any Content relating to the use of the Service, even if you have been advised of the possibility of such Claim, or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein or in any license.

In the event that we become liable for any damages whatsoever, you agree that such damages shall be limited in the aggregate to the amount of fees or charges which you have paid for the Theravue Service in the previous three (3) month period. Any voluntary election by Theravue to increase this damages limitation is voluntary and shall not be construed as an admission of fault or construed as a waiver of any of the other terms of this agreement or the attached supplemental agreements.

Indemnification

You agree that you will defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, agents and representatives, from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally: your breach of these Terms; your access to and/or use of the Theravue Service; and any loss of, or damage to, any property, or injury to, or death of, any person (including You) caused by Your access to and/or use of the Theravue Service; and (b) specifically, your breach of the intellectual property rights of any third party these Terms.

You agree that you will be solely responsible for all activities that occur under your account, whether you are aware of them or not. You agree to hold us harmless and release us from any loss or liability whatsoever that you may incur as a result of someone other than you using your password or account, either with or without your knowledge. You agree to indemnify us for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.

Duration of the Terms

These Terms are effective on the date that you register for the Service until our relationship with you is terminated.

You may stop using Theravue at any time, except to the extent you agree otherwise in the use of particular services offered on a subscription, prepaid, or similar basis. Theravue has the unrestricted right to terminate, limit, or revoke your access at any time for any reason, with or without notice. Following termination, you will not be permitted to use Theravue. If your access to Theravue is terminated, Theravue may exercise whatever means it deems necessary to prevent unauthorized access to the Portal, including but not limited to, technological barriers, IP mapping, and direct contact with your Internet service provider. These Terms of Use will survive indefinitely unless and until Theravue chooses to terminate them or the Theravue service, regardless of whether any account you open is terminated by you or Theravue or whether you continue to use or continue to have the right to use other Theravue Services. Upon termination by Theravue of your ability to use Theravue, Theravue may, at its sole discretion, refund any fees or charges paid applicable to the terminated services, solely to the extent such services or purchased products have not already been provided by Theravue.

You may terminate your relationship with us by canceling your account at any time, using the Website interface.

We may terminate our relationship with you immediately at any time and for any reason including, but not limited to, a breach of these Terms under the following circumstances:

  1. if you have missed a payment for your use of the Theravue Service;
  2. if you have not adhered to any or all the provisions of the Terms or if it appears that you do not intend to or are unable to comply with the Terms, such determination to be made solely at our discretion;
  3. if required to terminate the relationship by law; or
  4. if providing the Theravue Service is no longer commercially viable for us.
  5. Any other reason, as solely determined by Theravue Staff, if such action is reasonably prudent to maintain the integrity of the Theravue brand, technical integrity, and/or Theravue Service.

On termination of our relationship:

  1. we will immediately revoke your license to use the Theravue Service;
  2. we may delete all data and information associated with your account (except for information covered by the Patient Health Information Transfer and Release Form).

Governing Law and Forum of Disputes

By visiting the Site or using the Theravue Service, you agree that the laws of the Province of British Columbia, Canada without regard to the principles of conflict of laws, will govern these Terms and any dispute of any sort that may arise between you and us. With respect to any disputes or claims, you agree not to commence or prosecute any action in connection therewith other than in the province of British Columbia, Canada, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the provincial courts of British Columbia, Canada. You agree to pay reasonable attorneys' fees and court costs incurred by us to collect any unpaid fees owed by you.

Miscellaneous

You agree that we are not liable for a delay or failure in performance of the Theravue Service or the provisions of these Terms caused by reason of any occurrence of unforeseen events beyond our reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.

If any portion of these Terms is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms that is unlawful, void or unenforceable shall be stricken from these Terms. The insertions of headings are for reference purposes only and are not to affect the interpretation of these Terms.

You may not, without our prior written consent, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void. We may assign this Agreement to a third party at any time in our sole discretion. The Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.

You agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms or which we have the benefit of under any applicable law, this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us. Waivers must be in written form and signed by an authorized representative of the Company. All covenants, agreements, representations and warranties made in these Terms, except where otherwise indicated in these Terms of Service agreement, shall survive your acceptance of these Terms and the termination of our relationship.

The Agreement will constitute the entire agreement between us and you with respect to the subject matter hereof and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby. In the event of a conflict between these Terms and the Theravue Privacy Policy, the terms and conditions found herein shall prevail.

Contact

By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate. If you have any questions or comments regarding these Terms, or if you wish to withdraw your consent to these terms, please contact our head office by email at support@theravue.com or at the address first noted above.

Supplemental Agreements

The text of some supplemental agreements may be included, below, for reference purposes. The omission of the text of a Supplemental Agreement from this section shall not indicate that a Supplemental Agreement does not exist or that it has not been agreed to by the parties.

Supplemental Agreements currently in effect:

  1. Theravue Business Associates Agreement
  2. Theravue Privacy Policy
  3. Mutual Business Associate Agreement Between Theravue Users

Theravue Business Associate Agreement

Business Associate Contract

This Agreement is entered into on this date, between a Theravue User, herein after referred to as “PROVIDER,” and Theravue, Inc., herein referred to as BUSINESS ASSOCIATE.

Whereas, PROVIDER will make available and/or transfer to BUSINESS ASSOCIATE Protected Health Information, in conjunction with goods or services that are being provided by BUSINESS ASSOCIATE to PROVIDER, that is confidential and must be afforded special treatment and protections.

Whereas, BUSINESS ASSOCIATE will have access to and/or receive from PROVIDER Protected Health Information that can be used or disclosed only in accordance with this Agreement and the Health Insurance Portability and Accountability Act (HIPAA) Privacy Rule.

Whereas, PROVIDER must have a valid business associate contract/agreement in effect in order to comply with the HIPAA Privacy Rule when providing BUSINESS ASSOCIATE access to PHI.

NOW THEREFORE, PROVIDER and BUSINESS ASSOCIATE agree as follows:

  1. Definitions
    1. Catch-all definition: The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.
    2. Business Associate. “BUSINESS ASSOCIATE” shall generally have the same meaning as the term “business associate” at 45 CFR 160.103, and in reference to the party to this agreement and shall mean Theraue, Inc..
    3. COVERED ENTITY. “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103, and in reference to the party to this agreement, shall mean PROVIDER or Theravue User.
    4. Electronic protected health information: “Electronic protected health information” or “EPHI” shall have the same meaning as the term “Electronic protected health information” in 45 CFR Section 160.103, but for the purpose of this agreement, the definition will be limited to that EPHI that BUSINESS ASSOCIATE creates, receives, maintains, or transmits on behalf of PROVIDER.
    Other terms used in this Agreement, but not defined above shall be defined as they are defined in the HIPAA Privacy Rule.
  2. Obligations and Activities of BUSINESS ASSOCIATE

    BUSINESS ASSOCIATE agrees to:

    1. Not use or disclose Protected Health Information other than as permitted or required by the Agreement or as Required By Law.
    2. Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of protected health information other than as provided for by the Agreement.
    3. Mitigate, to the extent practicable, any harmful effect that is known to BUSINESS ASSOCIATE of a use or disclosure of Protected Health Information by BUSINESS ASSOCIATE in violation of the requirements of the Agreement.
    4. Report to PROVIDER any use or disclosure of the Protected Health Information not provided for by this Agreement of which it becomes aware, as required at 45 CFR 164.410, and any security incident of which it becomes aware.
    5. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit protected health information on behalf of the business associate agree to the same restrictions, conditions, and requirements that apply to the business associate with respect to such information.
    6. Provide access, at the request of PROVIDER, and in the time and manner or designated by PROVIDER, to Protected Health Information in a Designated Record Set, to PROVIDER. BUSINESS ASSOCIATE will provide access in a timely manner, and in a timely manner not to exceed three calendar days.
    7. Make any amendment(s) to Protected Health Information in a Designated Record Set that the PROVIDER directs or agrees to pursuant to 45 CFR § 164.526 at the request of PROVIDER or an individual, and in the time and manner designated by PROVIDER.
    8. Make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by BUSINESS ASSOCIATE on behalf of, PROVIDER available to the PROVIDER, or to the Secretary, in a time and manner requested by PROVIDER or designated by the Secretary, for purposes of the Secretary determining PROVIDER compliance with the HIPAA Privacy Rule.
    9. Document such disclosures of Protected Health Information and information related to such disclosures as would be required for PROVIDER to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164.528.
    10. Provide to PROVIDER or an Individual, in time and manner designated by PROVIDER, information collected in accordance with; of this Agreement, to permit PROVIDER to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164.528.
    11. Comply with the security and privacy provisions of HIPAA made applicable to business associates under the HITECH Act.
    12. Ensure that any PHI that BUSINESS ASSOCIATE obtains from PROVIDER or that BUSINESS ASSOCIATE stores or processes on behalf of PROVIDER is secured so that it does not qualify as Unsecured PHI.
    13. Act to the fullest extent of their ability in order to mitigate any harm caused by a breach involving PHI, BUSINESS ASSOCIATE shall not be required to provide monetary reimbursement to PROVIDER for the reasonable costs of providing notice (required by the break notification regulations under HITECH) of a breach involving PHI described in 2 (l) that is unsecured.
    14. Report to PROVIDER as soon as practicable and in no less than 5 business days any breach of which BUSINESS ASSOCIATE becomes aware.
    15. Implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of EPHI, as required by HIPAA Security Rule referenced above.
    16. Ensure that any agent, including a subcontractor, to whom BUSINESS ASSOCIATE provides EPHI agrees to implement reasonable and appropriate safeguards to protect that EPHI.
    17. Report to PROVIDER as soon as practicable any security incident of which BUSINESS ASSOCIATE becomes aware. A security incident is an attempted or successful unauthorized access, use, disclosure, modification or destruction of EPHI, or an attempted or successful interference with an information system that stores or transmits EPHI.
    18. To the extent the business associate is to carry out one or more of covered entity's obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the covered entity in the performance of such obligation(s).
    19. Make available to PROVIDER or to the Secretary of the U.S. Department of Health and Human Services (Secretary) BUSINESS ASSOCIATE’S documents and data relating to safeguarding the security of EPHI, including but not limited to: internal practices, books and records, policies and procedures and audit logs reflecting accessing EPHI BUSINESS ASSOCIATE shall make such documents and data available in a time and manner requested by PROVIDER or designated by the Secretary, for purpose of:
      1. the Secretary determining PROVIDER’s compliance with the HIPAA Security Rule; or
      2. PROVIDER determining BUSINESS ASSOCIATE’S compliance with the HIPAA Security Rule
    20. EPHI is to be transmitted between PROVIDER and BUSINESS ASSOCIATE only by reasonably secure channels.
    21. Employees of BUSINESS ASSOCIATE and any other persons or entities to whom business associate allows access to EPHI will only have access to EPHI as is reasonably necessary to carry out job-related responsibilities/activities.
  3. Permitted Uses and Disclosures by BUSINESS ASSOCIATE
    1. General Use and Disclosure Provisions: Except as otherwise limited in this Agreement, BUSINESS ASSOCIATE may use or disclose Protected Health Information on behalf of, or to provide services to, PROVIDER for the following purposes, if such use or disclosure of Protected Health Information would not violate the HIPAA Privacy Rule if done by PROVIDER:
      1. To facilitate professional consultation and/or professional development.
    2. Accounting for Disclosures: Pursuant to the accounting for disclosures provision of the HITECH Act at 42 USC 17935 (c) (3), PROVIDER may provide clients seeking an accounting of disclosures of electronic health records with a list of all business associates acting on PROVIDER’s behalf and their contact information. If PROVIDER does so, and a client contacts BUSINESS ASSOCIATE directly for an accounting of disclosures, if any, made by BUSINESS ASSOCIATE, BUSINESS ASSOCIATE will provide the required accounting to the client only to the extent that such accounting is practicable and can be reasonably accomplish. PROVIDER and BUSINESS ASSOCIATE agree that this shall clause not be construed to require BUSINESS ASSOCIATE to author any additional code or to implement custom fixes for clients.
    3. The use of PHI for marketing purposes is strictly prohibited.
    4. Unless express permission is granted by PROVIDER for a permitted HIPAA use, the sale of PHI is prohibited.
    5. Business associate may use or disclose protected health information as required by law.
    6. Business associate may not use or disclose protected health information in a manner that would violate Subpart E of 45 CFR Part 164 if done by PROVIDER.
  4. Obligations of PROVIDER
    1. Provisions for PROVIDER to Inform BUSINESS ASSOCIATE of Privacy Practices and Restrictions

      PROVIDER shall:

      1. Notify BUSINESS ASSOCIATE of any limitation(s) in its notice of Privacy practices of PROVIDER in accordance with 45 CFR § 164.520, to the extent that such limitation may affect BUSINESS ASSOCIATE’s use or disclosure of Protected Health Information.
      2. Notify BUSINESS ASSOCIATE of any changes in, or revocation of, permission by Individual to use or disclose Protected Health Information, to the extent that such changes may affect BUSINESS ASSOCIATE’s use or disclosure of Protected Health Information.
      3. Notify BUSINESS ASSOCIATE of any restriction to the use or disclosure of Protected Health Information that PROVIDER has agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may affect BUSINESS ASSOCIATE’s use or disclosure of Protected Health Information.
      4. Agree to not store or otherwise indirectly cause BUSINESS ASSOCIATE to store EPHI or PHI in such a manner that PROVIDER shall ask BUSINESS ASSOCIATE to retain PROVIDER’s healthcare records. PROVIDER represents and agrees that master copies of PHI shall be maintained by PROVIDER independent of BUSINESS ASSOCIATE, and that all client requests for PHI or records shall be solely addressed by PROVIDER, and is the sole responsibility of PROVIDER. This is consistent with PROVIDER’S express acknowledgment and agreement that BUSINESS ASSOCIATE provides services designed to facilitate communication between professionals/providers, and that any PHI transmitted to/by or stored with BUSINESS ASSOCIATE is merely incidental to BUSINESS ASSOCIATE’S primary role of facilitating professional consultation.
      5. PROVIDER acknowledges that this BUSINESS ASSOCIATE AGREEMENT is not intended to indicate that BUSINESS ASSOCIATE is providing a healthcare recordkeeping service to PROVIDER, and PROVIDER further acknowledges that the intent of this BUSINESS ASSOCIATES AGREEMENT is to cover incidental disclosures of PHI that occur during the course of BUSINESS ASSOCIATE provision of professional consultation services.
      6. Not construe this agreement as creating an obligation for BUSINESS ASSOCIATE to take action against other users or professional consultants who breach or otherwise improperly disclose PHI or cause to PHI to be improperly disclosed.
    2. Permissible Requests by PROVIDER: PROVIDER shall not request BUSINESS ASSOCIATE to use or disclose Protected Health Information in any manner that would not be permissible under the HIPAA Privacy Rule if done by PROVIDER.
  5. Term and Termination
    1. Term: The Term of this Agreement shall be effective as of the first date of PROVIDER’s registration with BUSINESS ASSOCIATE and shall immediately terminate when the services provided by BUSINESS ASSOCIATE to PROVIDER cease; or are terminated per the Terms of Service agreement. To the extent that PROVIDER has stored any PHI with BUSINESS ASSOCIATE, PROVIDER agrees to manually remove all such PHI before BUSINESS ASSOCIATE services are discontinued, and/or otherwise take all necessary steps to ensure that BUSINESS ASSOCIATE will not be relied upon by either PROVIDER or clients for ongoing access to PHI. PROVIDER’S violation of this term shall not cause BUSINESS ASSOCIATE to provide PROVIDER, clients of PROVIDER, or other business associates of provider with access to BUSINESS ASSOCIATE assets. BUSINESS ASSOCIATE shall make reasonable attempts to destroy or securely delete Protected Health Information provided by PROVIDER to BUSINESS ASSOCIATE in accordance with the termination provisions in this Section.
    2. Termination for Cause: Upon PROVIDER knowledge of a material breach by BUSINESS ASSOCIATE, PROVIDER shall either:
      1. Provide an opportunity for BUSINESS ASSOCIATE to cure the breach or end the violation and terminate this Agreement if BUSINESS ASSOCIATE does not cure the breach or end the violation within the time specified by PROVIDER; or
      2. If neither termination nor cure is feasible, PROVIDER shall report the violation to the Secretary.
    3. Effect of Termination:
      1. Except as provided in paragraph (“ii.”) of this section, upon termination of this Agreement, for any reason, BUSINESS ASSOCIATE shall destroy all Protected Health Information received from PROVIDER, or created or received from PROVIDER, or created or received by BUSINESS ASSOCIATE on behalf of PROVIDER. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of BUSINESS ASSOCIATE. BUSINESS ASSOCIATE shall retain no copies of the Protected Health Information.
      2. In the event that BUSINESS ASSOCIATE determines that returning or destroying the Protected Health Information is infeasible, BUSINESS ASSOCIATE shall provide to PROVIDER notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction of Protected Health Information is infeasible, BUSINESS ASSOCIATE shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as BUSINESS ASSOCIATE maintains such Protected Health Information. Business Associate shall use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information to prevent use or disclosure of the protected health information, other than as provided for in this Section, for as long as business associate retains the protected health information
    4. Survival: The obligations of business associate under this Section shall survive the termination of this Agreement.
    5. Regulatory References: A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended.
    6. Amendment: The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law.
    7. Interpretation: Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules.
  6. Governing Law

    To the extent that state law applies, this Agreement shall be governed by the laws of the State of California.
  7. Injunctive Relief

    Notwithstanding any rights or remedies provided for in this Agreement, PROVIDER retains all rights to seek injunctive relief to prevent or stop the unauthorized use or disclosure of Protected Health Information by BUSINESS ASSOCIATE or any agent, subcontractor, or third party that received Protected Health Information from BUSINESS ASSOCIATE.

    Furthermore, BUSINESS ASSOCIATE hereby indemnifies PROVIDER for any breaches, harm, etc. caused by BUSINESS ASSOCIATE. BUSINESS ASSOCIATE must be insured for said breaches and harm.

  8. Binding Nature and Assignment

    This Agreement shall be binding on the Parties hereto and their successors and assigns, but Business Associate shall not assign this Agreement without the prior written consent of PROVIDER.

  9. Notices

    Whenever under this Agreement one party is required to give notice to the other, such notice shall be deemed given if mailed by Certified mail, postage prepaid, and addressed follows:

    BUSINESS ASSOCIATE:

    Theravue, Inc. 440 Cambie Street, Suite 201, Vancouver, BC V6B 2N5, CANADA

    PROVIDER:

    Provider contact information shall be provided to BUSINESS ASSOCIATE per PROVIDER’s registration with the Theravue service.

PROVIDER may at any time change its address for notification purposes by changing its contact information within the profile section of Theravue.

BUSINESS ASSOCIATE may at any time change its address for notification purposes by changing its contact information within the Theravue “about us” or “contact us.” portions of the Theravue website.

Mutual Business Associate Agreement Between Theravue Users

Mutual Business Associates Contract

This Agreement is entered into on this date between two Theravue Users. Because both Theravue Users may be Covered Entities, this agreement contemplates that both users may be construed as providers, depending upon the directionality of the disclosures of PHI. For example, in one peer consultation User #1 may disclose PHI to User #2 for the purposes of receiving professional consultation, and in that case User #1 would be considered the Provider and User #2 would be considered the Business Associate. However, in another consultation session User #2 may disclose PHI to User #1, and in that case User #2 would be considered the Provider and User #1 would be considered the Business Associate. The intent of the parties is, therefore, to designate the party disclosing the PHI as the “Provider” and the recipient of the PHI as the “Business Associate.” In other words, the designation of the parties for the purposes of this agreement is dependent upon who disclosed the information and who received it; these are situation-specific designations and the parties agree that these titles are not mutually exclusive. Both users may be Providers and Business Associates, possibly in the same consultation session if they have both disclosed and received PHI.

Whereas, PROVIDER will make available and/or transfer to BUSINESS ASSOCIATE Protected Health Information, in conjunction with goods or services that are being provided by BUSINESS ASSOCIATE to PROVIDER, that is confidential and must be afforded special treatment and protections.

Whereas, BUSINESS ASSOCIATE will have access to and/or receive from PROVIDER Protected Health Information that can be used or disclosed only in accordance with this Agreement and the Health Insurance Portability and Accountability Act (HIPAA) Privacy Rule.

Whereas, PROVIDER must have a valid business associate contract/agreement in effect in order to comply with the HIPAA Privacy Rule when providing BUSINESS ASSOCIATE access to PHI.

NOW THEREFORE, PROVIDER and BUSINESS ASSOCIATE agree as follows:

  1. Definitions
    1. Catch-all definition: The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.
    2. Business Associate. “BUSINESS ASSOCIATE” shall generally have the same meaning as the term “business associate” at 45 CFR 160.103, and in reference to the party to this agreement and shall mean Theraue, Inc..
    3. COVERED ENTITY. “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103, and in reference to the party to this agreement, shall mean PROVIDER or Theravue User.
    4. Electronic protected health information: “Electronic protected health information” or “EPHI” shall have the same meaning as the term “Electronic protected health information” in 45 CFR Section 160.103, but for the purpose of this agreement, the definition will be limited to that EPHI that BUSINESS ASSOCIATE creates, receives, maintains, or transmits on behalf of PROVIDER.
    Other terms used in this Agreement, but not defined above shall be defined as they are defined in the HIPAA Privacy Rule.
  2. Obligations and Activities of BUSINESS ASSOCIATE

    BUSINESS ASSOCIATE agrees to:

    1. Not use or disclose Protected Health Information other than as permitted or required by the Agreement or as Required By Law.
    2. Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of protected health information other than as provided for by the Agreement.
    3. Mitigate, to the extent practicable, any harmful effect that is known to BUSINESS ASSOCIATE of a use or disclosure of Protected Health Information by BUSINESS ASSOCIATE in violation of the requirements of the Agreement.
    4. Report to PROVIDER any use or disclosure of the Protected Health Information not provided for by this Agreement of which it becomes aware, as required at 45 CFR 164.410, and any security incident of which it becomes aware.
    5. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit protected health information on behalf of the business associate agree to the same restrictions, conditions, and requirements that apply to the business associate with respect to such information.
    6. Provide access, at the request of PROVIDER, and in the time and manner or designated by PROVIDER, to Protected Health Information in a Designated Record Set, to PROVIDER. BUSINESS ASSOCIATE will provide access in a timely manner, and in a timely manner not to exceed three calendar days.
    7. Make any amendment(s) to Protected Health Information in a Designated Record Set that the PROVIDER directs or agrees to pursuant to 45 CFR § 164.526 at the request of PROVIDER or an individual, and in the time and manner designated by PROVIDER.
    8. Make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by BUSINESS ASSOCIATE on behalf of, PROVIDER available to the PROVIDER, or to the Secretary, in a time and manner requested by PROVIDER or designated by the Secretary, for purposes of the Secretary determining PROVIDER compliance with the HIPAA Privacy Rule.
    9. Document such disclosures of Protected Health Information and information related to such disclosures as would be required for PROVIDER to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164.528.
    10. Provide to PROVIDER or an Individual, in time and manner designated by PROVIDER, information collected in accordance with; of this Agreement, to permit PROVIDER to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164.528.
    11. Comply with the security and privacy provisions of HIPAA made applicable to business associates under the HITECH Act.
    12. Ensure that any PHI that BUSINESS ASSOCIATE obtains from PROVIDER or that BUSINESS ASSOCIATE stores or processes on behalf of PROVIDER is secured so that it does not qualify as Unsecured PHI.
    13. Act to the fullest extent of their ability in order to mitigate any harm caused by a breach involving PHI, BUSINESS ASSOCIATE shall not be required to provide monetary reimbursement to PROVIDER for the reasonable costs of providing notice (required by the break notification regulations under HITECH) of a breach involving PHI described in 2 (l) that is unsecured.
    14. Report to PROVIDER as soon as practicable and in no less than 5 business days any breach of which BUSINESS ASSOCIATE becomes aware.
    15. Implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of EPHI, as required by HIPAA Security Rule referenced above.
    16. Ensure that any agent, including a subcontractor, to whom BUSINESS ASSOCIATE provides EPHI agrees to implement reasonable and appropriate safeguards to protect that EPHI.
    17. Report to PROVIDER as soon as practicable any security incident of which BUSINESS ASSOCIATE becomes aware. A security incident is an attempted or successful unauthorized access, use, disclosure, modification or destruction of EPHI, or an attempted or successful interference with an information system that stores or transmits EPHI.
    18. To the extent the business associate is to carry out one or more of covered entity's obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the covered entity in the performance of such obligation(s).
    19. Make available to PROVIDER or to the Secretary of the U.S. Department of Health and Human Services (Secretary) BUSINESS ASSOCIATE’S documents and data relating to safeguarding the security of EPHI, including but not limited to: internal practices, books and records, policies and procedures and audit logs reflecting accessing EPHI BUSINESS ASSOCIATE shall make such documents and data available in a time and manner requested by PROVIDER or designated by the Secretary, for purpose of:
    20. the Secretary determining PROVIDER’s compliance with the HIPAA Security Rule; or
    21. PROVIDER determining BUSINESS ASSOCIATE’S compliance with the HIPAA Security Rule
    22. EPHI is to be transmitted between PROVIDER and BUSINESS ASSOCIATE only by reasonably secure channels.
    23. Employees of BUSINESS ASSOCIATE and any other persons or entities to whom business associate allows access to EPHI will only have access to EPHI as is reasonably necessary to carry out job-related responsibilities/activities.
  3. Permitted Uses and Disclosures by BUSINESS ASSOCIATE
    1. General Use and Disclosure Provisions: Except as otherwise limited in this Agreement, BUSINESS ASSOCIATE may use or disclose Protected Health Information on behalf of, or to provide services to, PROVIDER for the following purposes, if such use or disclosure of Protected Health Information would not violate the HIPAA Privacy Rule if done by PROVIDER:

      To facilitate professional consultation and/or professional development.

    2. Accounting for Disclosures: Pursuant to the accounting for disclosures provision of the HITECH Act at 42 USC 17935 (c) (3), PROVIDER may provide clients seeking an accounting of disclosures of electronic health records with a list of all business associates acting on PROVIDER’s behalf and their contact information. If PROVIDER does so, and a client contacts BUSINESS ASSOCIATE directly for an accounting of disclosures, if any, made by BUSINESS ASSOCIATE, BUSINESS ASSOCIATE will provide the required accounting to the client only to the extent that such accounting is practicable and can be reasonably accomplish. PROVIDER and BUSINESS ASSOCIATE agree that this shall clause not be construed to require BUSINESS ASSOCIATE to author any additional code or to implement custom fixes for clients.
    3. The use of PHI for marketing purposes is strictly prohibited.
    4. Unless express permission is granted by PROVIDER for a permitted HIPAA use, the sale of PHI is prohibited.
    5. Business associate may use or disclose protected health information as required by law.
    6. Business associate may not use or disclose protected health information in a manner that would violate Subpart E of 45 CFR Part 164 if done by PROVIDER.
  4. Obligations of PROVIDER
    1. Provisions for PROVIDER to Inform BUSINESS ASSOCIATE of Privacy Practices and Restrictions

      PROVIDER shall:

      1. Notify BUSINESS ASSOCIATE of any limitation(s) in its notice of Privacy practices of PROVIDER in accordance with 45 CFR § 164.520, to the extent that such limitation may affect BUSINESS ASSOCIATE’s use or disclosure of Protected Health Information.
      2. Notify BUSINESS ASSOCIATE of any changes in, or revocation of, permission by Individual to use or disclose Protected Health Information, to the extent that such changes may affect BUSINESS ASSOCIATE’s use or disclosure of Protected Health Information.
      3. Notify BUSINESS ASSOCIATE of any restriction to the use or disclosure of Protected Health Information that PROVIDER has agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may affect BUSINESS ASSOCIATE’s use or disclosure of Protected Health Information.
      4. Agree to not store or otherwise indirectly cause BUSINESS ASSOCIATE to store EPHI or PHI in such a manner that PROVIDER shall ask BUSINESS ASSOCIATE to retain PROVIDER’s healthcare records. PROVIDER represents and agrees that master copies of PHI shall be maintained by PROVIDER independent of BUSINESS ASSOCIATE, and that all client requests for PHI or records shall be solely addressed by PROVIDER, and is the sole responsibility of PROVIDER. This is consistent with PROVIDER’S express acknowledgment and agreement that BUSINESS ASSOCIATE provides services designed to facilitate communication between professionals/providers, and that any PHI transmitted to/by or stored with BUSINESS ASSOCIATE is merely incidental to BUSINESS ASSOCIATE’S primary role of facilitating professional consultation.
      5. PROVIDER acknowledges that this BUSINESS ASSOCIATE AGREEMENT is not intended to indicate that BUSINESS ASSOCIATE is providing a healthcare recordkeeping service to PROVIDER, and PROVIDER further acknowledges that the intent of this BUSINESS ASSOCIATES AGREEMENT is to cover incidental disclosures of PHI that occur during the course of BUSINESS ASSOCIATE provision of professional consultation services.
      6. Not construe this agreement as creating an obligation for BUSINESS ASSOCIATE to take action against other users or professional consultants who breach or otherwise improperly disclose PHI or cause to PHI to be improperly disclosed.
    2. Permissible Requests by PROVIDER: PROVIDER shall not request BUSINESS ASSOCIATE to use or disclose Protected Health Information in any manner that would not be permissible under the HIPAA Privacy Rule if done by PROVIDER.
  5. Term and Termination
    1. Term: The Term of this Agreement shall be effective as of the first date of PROVIDER’s registration with BUSINESS ASSOCIATE and shall immediately terminate when the services provided by BUSINESS ASSOCIATE to PROVIDER cease; or are terminated per the Terms of Service agreement. To the extent that PROVIDER has stored any PHI with BUSINESS ASSOCIATE, PROVIDER agrees to manually remove all such PHI before BUSINESS ASSOCIATE services are discontinued, and/or otherwise take all necessary steps to ensure that BUSINESS ASSOCIATE will not be relied upon by either PROVIDER or clients for ongoing access to PHI. PROVIDER’S violation of this term shall not cause BUSINESS ASSOCIATE to provide PROVIDER, clients of PROVIDER, or other business associates of provider with access to BUSINESS ASSOCIATE assets. BUSINESS ASSOCIATE shall make reasonable attempts to destroy or securely delete Protected Health Information provided by PROVIDER to BUSINESS ASSOCIATE in accordance with the termination provisions in this Section.
    2. Termination for Cause: Upon PROVIDER knowledge of a material breach by BUSINESS ASSOCIATE, PROVIDER shall either:
      1. Provide an opportunity for BUSINESS ASSOCIATE to cure the breach or end the violation and terminate this Agreement if BUSINESS ASSOCIATE does not cure the breach or end the violation within the time specified by PROVIDER; or
      2. If neither termination nor cure is feasible, PROVIDER shall report the violation to the Secretary.
    3. Effect of Termination:
      1. Except as provided in paragraph (“ii.”) of this section, upon termination of this Agreement, for any reason, BUSINESS ASSOCIATE shall destroy all Protected Health Information received from PROVIDER, or created or received from PROVIDER, or created or received by BUSINESS ASSOCIATE on behalf of PROVIDER. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of BUSINESS ASSOCIATE. BUSINESS ASSOCIATE shall retain no copies of the Protected Health Information.
      2. In the event that BUSINESS ASSOCIATE determines that returning or destroying the Protected Health Information is infeasible, BUSINESS ASSOCIATE shall provide to PROVIDER notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction of Protected Health Information is infeasible, BUSINESS ASSOCIATE shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as BUSINESS ASSOCIATE maintains such Protected Health Information. Business Associate shall use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information to prevent use or disclosure of the protected health information, other than as provided for in this Section, for as long as business associate retains the protected health information
    4. Survival: The obligations of business associate under this Section shall survive the termination of this Agreement.
    5. Regulatory References: A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended.
    6. Amendment: The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law.
    7. Interpretation: Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules.
  6. Governing Law

    To the extent that state law applies, this Agreement shall be governed by the laws of the State of California.

  7. Injunctive Relief

    Notwithstanding any rights or remedies provided for in this Agreement, PROVIDER retains all rights to seek injunctive relief to prevent or stop the unauthorized use or disclosure of Protected Health Information by BUSINESS ASSOCIATE or any agent, subcontractor, or third party that received Protected Health Information from BUSINESS ASSOCIATE.

    Furthermore, BUSINESS ASSOCIATE hereby indemnifies PROVIDER for any breaches, harm, etc. caused by BUSINESS ASSOCIATE. BUSINESS ASSOCIATE must be insured for said breaches and harm.

  8. Binding Nature and Assignment

    This Agreement shall be binding on the Parties hereto and their successors and assigns, but Business Associate shall not assign this Agreement without the prior written consent of PROVIDER.

  9. Notices

    Whenever under this Agreement one party is required to give notice to the other, such notice shall be deemed given if mailed by Certified mail, postage prepaid, and addressed follows:

    To/From Provider to/from Business Associate via email, message transmitted via Theravue, or other means as agreed upon by the Users, so long as a copy of such notice is also provided to Theravue at: Theravue, Inc. 440 Cambie Street, Suite 201, Vancouver, BC V6B 2N5, CANADA

    PROVIDER:

    Provider contact information shall be provided to BUSINESS ASSOCIATE per PROVIDER’s registration with the Theravue service.

    Both PROVIDER and Business Associate may at any time change its address for notification purposes by changing the contact information within the profile section of Theravue.