Terms of Service

These Terms of Service outline the rules and regulations for using Mediary, our AI-powered healthcare platform. Please review these terms carefully to understand your rights, responsibilities, and the limits of our services as a user of Mediary.

TERMS OF USE Mediary, Inc. (“Company,” “we”, “us” or “our”) maintainsthese Terms of Service (these “Terms”) that describe the terms and conditionsapplicable to our services accessible through our website, a mobile applicationor any other means of delivery (the “App”) and your use of our website (the“Site” and together with the App, the “Service”).  Your use of the Service is subject at alltimes to these Terms and our privacy policy (“Privacy Policy”), which isconsidered a part of these Terms.  Anyinconsistency between these Terms and the Privacy Policy shall be resolved bythe Company in its sole and absolute discretion.   PLEASE READ THESE TERMS CAREFULLYBEFORE ACCESSING, DOWNLOADING, OR USING THE SERVICE.  BY ACCESSING, DOWNLOADING, OR USING THESERVICE, YOU WILL BE BOUND BY THESE TERMS. BY SELECTING THE “YES” OR “DOWNLOAD”OR “SUBSCRIBE” BUTTON, USING THE SITE, OR BENEFITING FROM THE SERVICE, YOUCONSENT TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE NOT WILLING TO BE BOUND BY THESE TERMS AND YOU DO NOT AGREETO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS, THEN SELECT THE “NO” BUTTONOR DO NOT ACCESS THE SERVICE.YOU MAY NOT USE THE SERVICE IF: (A) YOU CANNOT ENTER INTO ABINDING CONTRACT WITH COMPANY; (B) YOU ARE NOT ALLOWED TO RECEIVE PRODUCTS,INCLUDING SERVICES OR SOFTWARE, FROM THE UNITED STATES; OR (C) YOU HAVEPREVIOUSLY BEEN BANNED FROM USING THE SERVICE. 1.             THE SERVICE(a)           General Description.  Through ourService, we offer digital services that may include virtual scribing thattranscribes recorded interactions into text, ambient listening, analytics, andother functionality made available from time to time by Mediary in its solediscretion.  The Service will collectUser Content as a normal part of the functioning of the Service.  “User Content” means any and all data,information, documentation, patient recordings, or other materials collected bythe normal functioning of the Service or otherwise entered into the Service bya User.  Mediary does not guarantee orwarrant as to the accuracy or completeness of any output or other documentationcreated through the Service.  User issolely responsible for reviewing and confirming the accuracy or completeness ofany output or other documentation before using in any manner.(b)          No Medical or Professional Advice. The Service does not include or represent the provision of medicaladvice by the Company.  Mediary does notoffer medical advice or diagnoses or engage in the practice of medicine or anyother professional service.  Informationand materials provided to you by us through the Service are not intended to be,and do not constitute, a substitute for professional medical advice, diagnosisor treatment.  Further, the Service doesnot provide professional coding or billing support and any recommendationsshould be reviewed by appropriate individuals. Users are responsible for utilizing their own professional training andseeking additional input as determined by each User.  (c)           Conversation Recording Consent. The Service may include functionality to record ambient or otherconversations or interactions between a User and a third party, including apatient and any individual in a visit or interaction with a patient, such as afamily member or caregiver.  It is eachUser’s sole responsibility and obligation to obtain any necessary consent froma third party to such recording.  Mediarydoes not represent that it obtains any such consent nor shall Mediary have anyresponsibility or obligation to contain such consent.(d)          License to Use Service.  Subject to theseTerms and the Privacy Policy, the Company grants to you a limited,non-exclusive, non-transferable, non-sublicensable and revocable right andlicense to access and use the Service. The Company may terminate this license without notice in the event youfail to comply with these Terms or the Privacy Policy as determined by us inour sole discretion.  Upon termination ofthe license, you must immediately cease accessing and using the Service andMediary will terminate your Account.(e)           Acceptance of These Terms.  You affirm that youare at least 18 years of age or older and creating the Account for use inconnection with an existing customer of Mediary.  By accepting these Terms, you affirm that youare fully able and competent to enter into and abide by all of the terms andconditions set forth in these Terms.  TheService is not intended for use by any User under the age of 18 and if Companylearns that an Account has been created by a User who is under the age of 18,then Company may immediately terminate such Account.(f)           Limitations.   The licensegranted to you is subject to the following limitations.  You shall not nor permit any other person to:(i) in whole or in part, (1) modify, translate or create any derivative work ofthe Service, including any Company Content (defined below) or (2) copy,photocopy, reproduce, translate, disassemble, reverse engineer, decompile, orotherwise attempt to derive source code, underlying ideas, algorithms,structure, or organization of the Service; (ii) modify, alter or remove anycopyright, patent, confidentiality, trademark or other notices, labels orlegends displayed in the Service, including in any Company Content; (iii) sell,grant a security interest in or transfer the Service or reproductions of anyCompany Content or any part of either the Service or Company Content for anypurposes in any way not expressly authorized in these Terms; (iv) assign, rent,lease, distribute or license any Company Content or any part of the Service toothers; or (v) exploit the Service, including any Company Content or any of itsparts, for any commercial purpose.2.             IP OWNERSHIP(a)           Company Content.  The Company shallretain exclusive right, title and interest (including all intellectual propertyrights) in and to the App, the Site, all materials that are part of the App orSite (including past, present, and future versions) (excluding User Content),including, without limitation: art, icons, graphics, layout, text, images,audio and/or video, designs, features, advertisements, logos, domain names,trade names and marks, and service marks, any and all copyrightable material,the “look and feel”, the compilation, assembly and arrangement of the materialsof the Service, and all other materials or content made available in theService (collectively, “Company Content”). All Company Content is protected from unauthorized use, copying, anddissemination by applicable copyright, trademark, patent, publicity and otherlaws, rules, regulations and international treaties.  (b)          Trademarks.  All words and logosin the Service marked by the ™ or ® symbols are trademarks and service marks ofthe Company.  All rights are reserved bythe Company.  All other trademarks andservice marks appearing in the Service are the property of their respectiveowners.  All rights are reserved.  Use of any of our trademarks, service marksor names as “metatags” for any purpose other than as expressly authorized inthese Terms is strictly prohibited. (c)           No Additional Rights.  Only those licensesexpressly set forth in these Terms are granted. No other licenses are granted under these Terms, whether by implication,estoppel, course of conduct, or otherwise. Nothing in these Terms is intended to nor will these Terms transfer anyof the right, title, or interest (including any intellectual property right)from the Company and/or its licensors to you or any third party.  If you are ever inadvertently or erroneouslyheld or deemed to be the owner of any such rights, you will assign, and herebyirrevocably assign, to the Company or its licensors, as the case may be, allsuch rights as of the effective date of these Terms, and will execute alldocuments to implement and confirm the terms and intent of this Section ordesignate the Company as your power of attorney to solely to effectuate suchassignment.  (d)          User Content.  All User Contentshall be your sole and exclusive property. You understand that when you are responsible for how you share UserContent and for all of your use of your User Content.3.             ACCOUNT, FEES, BILLING METHODS ANDTERMINATION(a)           Accounts.By completing the registration process, you may establish a user account(“Account”), obtain a user ID, become a registered user (“User”), and accessthe Service.  To create and/or maintainan Account, you must provide such information as may be requested during theregistration process or requested from time to time in our solediscretion.  You must provide truthfuland accurate information during the Account registration process.  As part of the Service, you may receive emailand other communications from us relating to or deriving from your use of theService.  By disclosing your email andother contact information during the registration process, you acknowledge andauthorize that we may send you such communications, including text messages ifyou provided your cellphone number.  Youwill no longer receive communications contemplated by these Terms once yourAccount is terminated or if you opt-out of receiving such communications inaccordance with the procedures set forth in the Privacy Policy.You are solely responsible for allactivity on or related to your Account, your User Content, and for the securityof your computer, mobile device, and any other device that you use to accessthe Service. You should not reveal your Account password to other users orpermit others to access your Account. All acts performed using your Account (including User Content) shall bedeemed to be your acts.  You shallpromptly notify the Company of any changes to your Account information or ifsuch information has been disclosed to a third party in violation of theseTerms.  You shall solely be responsiblefor any harm or liability that arises from any improper third party disclosureand/or use (including unauthorized third party use) of your Account (includingUser Content).  If there is a risk ofyour Account (including User Content) being improperly used by a third party,you shall promptly take all reasonable measures to limit such use, including,without limitation by changing your password and notifying the Company.  Under no circumstances shall the Company beliable to you for any loss you incur, including from the loss of your UserContent, from your loss of any Account information (including user name, userID or password), unauthorized access or use of your Account and/or from harmfulor malicious code.(b)          Fees.  You may create an Account, and access and usethe Service without paying any registration or subscription fees, if theCompany enables a free offering. However, the Company, in its sole and absolute discretion, may, fromtime to time, modify, amend, or supplement the terms and billing methodsrelating to fees and charges, and post those changes in the Service.  Such modifications, amendments or supplementsshall be effective immediately upon posting in the Service, though we will usereasonable efforts to try to post notice of any changes on the Site or in thePlatform.  If any change is unacceptableto you, your sole remedy is to cancel your Account and cease using theService.  If applicable, all fees andcharges are non-refundable unless expressly provided otherwise in these Termsor pursuant to applicable law.  TheCompany will not refund or issue any written receipts for any fees or chargesyou pay in connection with the Service.  (c)           Equipment.  You will procure,provide and bear the expense for all equipment, software and other technologiesand data access plans necessary to access the Service, including, a personalcomputer or mobile device suitable to connect with the Service and an internetconnection and/or mobile subscription.  (d)          Termination.  You can terminate your Accountand/or cease accessing and using the Service at any time by following theprocedures contained in the Service. You understand and agree that unlessotherwise expressly provided for in these Terms, terminating your Account andceasing access and use of the Service are your sole right and remedy withrespect to any dispute with us.Without limiting any other remedies,we may suspend or terminate your Account and your access to and use of theService (or any portion of any of those things, including any User Data andUser Content) at any time if you are, or we suspect that you are, failing tocomply with these Terms or the Privacy Policy, with or without notice toyou.  We reserve the right to stopoffering and/or supporting the Service at any time for any valid commercialreason, at which time your license to access and use the Service willautomatically be terminated without further action. You understand and acknowledge thatwe are not responsible for notifying your Sponsor or any other third party ofany termination, suspension, or cessation of your use of your Account or theServices.  You understand that yourSponsor and any other third party may not receive any notice of suchtermination, suspension or cessation and it is your sole responsibility toprovide all such notifications to your Sponsor or any other third party.4.             CONDUCT  (a)           You are personally responsible for your access and use ofthe Service and for all of your User Content and online activity in connectionwith the Service.  You are responsiblefor verifying the accuracy and use of any output from the Service.  You will indemnify and hold harmless theCompany, its licensors, suppliers, partners, affiliates and their respectiveemployees, officers, directors and agents (collectively, “Company Affiliates”)from all claims for liabilities, losses and expenses, including reasonable attorneys’fees and costs, from third parties arising from such use, User Content andactivity.  Specifically, you will complywith these Terms, all applicable laws, rules and regulations governing thedisclosure and use of third party property, including, without limitation, anyand all intellectual property rights. Moreover, you will not engage in any ofthe following:                              (i)                 Post, transmit, promote, distribute or provide links toillegal content;                             (ii)                 Harass, threaten, abuse, disparage, libel, slander,embarrass, or engage in any other disruptive behavior involving another user;                          (iii)                 Transmit or facilitate distribution of content that isharmful, abusive, racially or ethnically offensive, vulgar, sexually explicit,defamatory, infringing, invasive of personal privacy or publicity rights, or ina reasonable person's view, objectionable;                           (iv)                 Infringe upon the intellectual property rights of theCompany or any third party;                            (v)                 Alter, delete or cancel any other user’s profile informationor User Content;                           (vi)                 Disrupt the flow communication areas within the Service withvulgar language, abusiveness, hitting the return key repeatedly or inputtinglarge images so the screen goes by too fast to read, use of excessive shouting,using ALL CAPS in an attempt to disturb other users, “spamming” or flooding orposting repetitive text;                         (vii)                 Impersonate another person, indicate that you are a CompanyAffiliate, or attempt to mislead users by indicating that you represent Companyor any Company Affiliate;                        (viii)                 Use any robot, spider, scraper, or other automatedmeans (other than in accordance with these Terms and any additionalterms) to access the Service for any purpose without our expresswritten permission or bypass measures we may use to prevent orrestrict access to the Service;                           (ix)                 Attempt to get a user ID, password, or other userinformation, or any other private information from a user.  Mediary employees will NEVER ask for yourpassword.  DO NOT give your password orsecret answers out to anyone;                            (x)                 Upload any content, including User Content that you do notown or have the right use and/or license to the Company in accordance withthese Terms;                           (xi)                 Engage in or promote or encourage any illegal or fraudulentactivity including hacking, cracking or distribution of counterfeit software,or identity theft;                         (xii)                 Upload User Content or display URLs that contain harmful ormalicious code or corrupted data;                       (xiii)                 Post messages for any purpose other than personalcommunication, including, without limitation, advertising, promotionalmaterials, chain letters, direct marketing, multi-level marketing programs andpyramid schemes;                        (xiv)                 Make any commercial use of the Service;                         (xv)                 Improperly use support or complaint buttons or make falsereports to Company;                        (xvi)                 Use or distribute “auto” software programs, “macro” softwareprograms or other “cheat utility” software program or applications;                      (xvii)                 Modify, reproduce, distribute, delete or create derivativeworks of the Service, Company Content or any other users’ User Contentdisplayed in the Service, or any component of such data or information;                    (xviii)                 Solicit or attempt to solicit, and post, distribute orcommunicate any user’s personal information;                        (xix)                 Interfere with, hack into or decipher any transmissions toor from the servers running the Service;                         (xx)                 Exploit any bug in the Service or in any Company product toexploit it for commercial purposes.  Youwill not communicate the existence of any such bug (either directly or throughthe public posting) to any other user or third party but will use reasonableefforts to report to us;                        (xxi)                 Do anything that interferes with the ability of other usersto enjoy the Service or that materially increases the expense or difficulty ofCompany in maintaining the Service for the enjoyment of all its users;                      (xxii)                 Interfere or attempt to interfere with the properfunctioning of the Service or connect to or use the Service in any way notexpressly permitted by these Terms, including, without limitation, gainunauthorized access to any Company Content and other users’ User Content;                    (xxiii)                 Use the Service in violation of these Terms, the PrivacyPolicy, or any applicable laws, rules or regulations, or do anything thatpromotes the violation of any applicable laws, rules or regulations; or                     (xxiv)                 Engage in any other conduct which the Company, in its soleand absolute discretion, deems to violate these Terms.(b)          If you encounter another user who is violating any of theitems described in the conduct list above, please email us at [identify email].5.             THIRD PARTY CONNECTIONSIf applicable, in using the Service,you consent to the disclosure and use of all of your User Content and otherinformation collected by us to any third party component that Companyincorporates into the Service, provided that Company will have appropriateagreements in place with such third parties, and any other third party that youidentify, subject to Company’s ability to reasonably interface with such thirdparty.  You are solely responsible forall User Content and acknowledge that Company cannot and does not oversee howthe Sponsor or any other third party that you authorize uses your User Contentor interacts with you.  You are solelyresponsible for any act or omission that you take in response to any interactionwith a third party.6.             CHANGES TO TERMSThe Company may, from time to time,modify, amend, or supplement these Terms and post the updated Terms in the Appand/or on the Site, provided that the Company will use reasonable efforts topost notice of the changes.  Suchmodifications or supplements shall be effective immediately upon posting in theApp or the Site, whether or not notice has been posted. You are responsible forperiodically checking the Service for changes to the Terms.  You can determine when the Terms were lastrevised by referring to the “Effective Date” legend at the bottom of theseTerms.  If you do not agree to be boundby (or cannot comply with) the Terms as modified or supplemented, you shouldstop using the Service.  Your continuedaccess and use of the Service constitutes your agreement to be bound by theTerms as modified.7.             DISCLAIMER OF WARRANTIESYOU EXPRESSLY AGREE THAT THE USE OFTHE APP, THE SITE, AND INTERNET ARE AT YOUR SOLE RISK.  THE SERVICE IS PROVIDED ON AN “AS IS” AND “ASAVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS ORIMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY,SATISFACTORY QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, TOTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE COMPANY PROVIDES THE SERVICE ON A COMMERCIALLY REASONABLE BASIS ANDDOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT TIMESOR LOCATIONS OF YOUR CHOOSING, OR THAT THE COMPANY WILL HAVE ADEQUATE CAPACITYFOR THE SERVICE AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA.  YOUR ACCESS AND USE OF THE SERVICE IS AT YOUROWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOURCOMPUTER OR MOBILE DEVICE, LOSS OF DATA OR ANY OTHER DAMAGES OR LOSSES THATRESULT (DIRECTLY OR INDIRECTLY) FROM SUCH ACCESS OR USE.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONOF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS, SO THEABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.8.             LIMITATIONS OF LIABILITYTO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT, IN NO CASE SHALL COMPANY’S ORANY OF COMPANY'S AFFILIATE’S LIABILITY TO YOU IN RESPECT TO ANY ACT OR FAILURETO ACT IN RELATION TO THE SERVICE EXCEED THE HIGHER OF US$100 OR THE AMOUNTPAID BY YOU IN CONNECTION WITH YOUR USE OF THE SERVICE.  FURTHERMORE, IN NO CASE SHALL THE COMPANY ORTHE COMPANY AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSERESULTING FROM PERSONAL INJURY, DAMAGE TO PROPERTY, LOSS OF PROFITS, DATA, USE,GOODWILL, BUSINESS INTERRUPTION, OR OTHER COMPARABLE LOSS) ARISING FROM YOURACCESS AND USE OF THE SERVICE, WHETHER BASED ON WARRANTY, PRODUCT LIABILITY,PERSONAL INJURY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOTTHE COMPANY OR ANY COMPANY AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES.  BECAUSE SOME JURISDICTIONSDO NOT ALLOW THE FOREGOING EXCLUSION OR THE LIMITATIONS OF LIABILITY FORCERTAIN DAMAGES, IN SUCH JURISDICTIONS, THE COMPANY’S AND COMPANY AFFILIATES'LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW. THECOMPANY DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY THIRD PARTY PRODUCT ORSERVICE OFFERED THROUGH THE SERVICE AND WILL NOT BE A PARTY TO OR IN ANY WAY BERESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTYPROVIDERS OF PRODUCTS OR SERVICES. SPECIFICALLY, WE ARE NO LIABLE TO YOU FOR ANY DAMAGE CAUSED BY THEACTIONS OF ANY MEDICAL PROFESSIONAL OR ANY OTHER THIRD PARTY.9.             LINKSFor the convenience of our users,the Service may provide certain links to other applications, services andwebsites provided by third parties.  TheCompany is not responsible for the content of any other applications, servicesor websites linked to or from the Service. If you follow any such links, you leave the Service and you do soentirely at your own risk.  The Companyprovides links from the Service solely as a convenience to you and in no wayshould this be interpreted as a referral or endorsement of any content, sponsoror owner of any other applications, services and/or websites.  THE COMPANY DISCLAIMS ALL WARRANTIES,RESPONSIBILITIES, LIABILITIES, CONDITIONS OR OTHER TERMS EXPRESS OR IMPLIED ASTO ANY SUCH LINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, AS TO ACCURACY,OWNERSHIP, VALIDITY OR LEGALITY OF ANY CONTENT OF A LINKED APPLICATIONS,SERVICES OR WEBSITES, AND FOR ANY OF YOUR INFORMATION COLLECTED OR USED BY ANYSUCH THIRD PARTIES. 10.          GOVERNING LAWThe laws of the State of Delawareand the United States of America, without regard to conflicts of lawprovisions, will apply to all matters arising out of or in connection with theService and your access and use of the Service. By accessing and using the Service, you submit and consent to theexclusive jurisdiction of state and federal courts located in [county, state][1]  with respect to any dispute orcause of action (whether contractual or non-contractual) arising out of or inconnection with these Terms, the Privacy Policy, and/or your access and use ofthe Service.  In any action or proceedingto enforce the rights under these Terms, the prevailing party shall be entitledto recover their reasonable attorneys’ fees and costs.11.          INJUNCTIVE RELIEFYou acknowledge that the rightsgranted and obligations made under these Terms to the Company are of a uniqueand irreplaceable nature, the loss of which shall irreparably harm the Companyand cannot be replaced by monetary damages alone. To account for the inabilityof monetary damages to make the Company whole, the Company shall be entitled toinjunctive or other equitable relief (without the obligations of posting anybond or surety) in the event of any breach or anticipatory breach of by you.  To the fullest extent permitted underapplicable law, you irrevocably waive all rights to seek injunctive or otherequitable relief and agree to limit your claims to claims for money damages (ifany). 12.          VOID WHERE PROHIBITEDThe information provided through theService is not intended for distribution to or use by any person in anyjurisdiction or country where such distribution or use would be contrary to lawor regulation or that would subject the Company to any registration requirementwithin such jurisdiction or country.  TheCompany makes no representation or warranty that any material in the Service islawful in every jurisdiction from which such content can be accessed, or is availablefor use in all jurisdictions.  THE SERVICEIS INTENDED FOR USE BY PERSONS AGE 18 OR OLDER. BY ACCESSING AND USING THE SERVICE, YOU REPRESENT AND WARRANT THAT YOUARE 18 OR OLDER, AND THAT YOU AGREE TO AND TO ABIDE BY ALL OF THE TERMS ANDCONDITIONS OF THESE TERMS, THE PRIVACY POLICY AND ADDITIONAL TERMS.  EXCEPT AS OTHERWISE STATED IN THESE TERMS, IFYOU ARE UNDER THE AGE OF 18, THE COMPANY MAY IMMEDIATELY (WITHOUT NOTICE)TERMINATE THE LICENSES GRANTED UNDER THESE TERMS AND CANCEL YOUR ACCOUNT.13.          PRIVACY POLICYThe Company is committed torespecting your privacy and the confidentiality of your User Content.  The Privacy Policy sets out additional termson how the Company may collect, use, share and store your User Content andother information.  If you object to yourUser Content or other information being used in the way set out in the PrivacyPolicy, you should not access or use the Service.  14.          RESTRICTIONSThe Service may be subject tointernational rules that govern the export of software. You shall comply withall applicable international and national laws that apply to the Service aswell as end-user, end-use and destination restrictions issued by nationalgovernments.  The Company is making theService available to you on the condition that you certify that the use of theService is not otherwise in violation of any applicable export control andsanctions regulations.  15.          DIGITAL MILLENNIUM COPYRIGHT ACTPOLICYWe respect everyone’s intellectualproperty rights and do not want to misuse anyone else’s intellectualproperty.  If you have a good faithbelief that your intellectual property rights or the intellectual property rightsof a third party have been violated and you would like us to remove, edit, ordisable that content, please contact us and provide the following requiredinformation: (i) a description of the copyrighted work or other materials thatyou claim are being infringed, (ii) a description of the work or materials thatyou claim are infringing and needs to be removed, including where that work ormaterial can be found, (iii) your address, telephone number, and email addressso our Copyright Agent can contact you about the complaint, and (iv) a signedstatement that the information you submitted is accurate, that you have a goodfaith belief that use of the identified work or material is not authorized bythe copyright owner or its agents, and affirmation under the penalty of perjurythat you are the copyright owner or authorized to act on behalf of thecopyright owner.We will work to respond to eachproperly submitted complaint as quickly as we can, which response will includeremoving or disabling access to the work or material, if infringing.  Please understand that you may be subject topenalties if you submit a false claim.Please submit you notice in physicalform or by email to Mediary’s Copyright Agent using the following contactinformation:Mediary, Inc.[Street Address][City, State, Zip]Attn: [identify][identifyemail]16.          HIPAA ComplianceIf you are a “covered entity” asdefined by the Health Insurance Portability and Accountability Act of 1996 andits implementing regulations, then the following terms will apply:Covered Entity and BusinessAssociate desire to protect the privacy and security of such Protected HealthInformation as required by state and federal law, including but not limited tothe Health Insurance Portability and Accountability Act of 1996, Public Law104-191 and the Health Information Technology for Economic and Clinical HealthAct, Public Law 111-05, and regulations promulgated, or to be promulgated,under either statute, as all may be amended from time to time (collectively“HIPAA”).In order for Covered Entity andBusiness Associate to comply with HIPAA, Business Associate must agree tocertain provisions designed to preserve the privacy and security of ProtectedHealth Information obtained by Business Associate in the course of providingservices to or on behalf of Covered Entity.NOW, THEREFORE, the parties agree asfollows:(a)           Compliancewith Law. In providing services under these Terms, Business Associate shall ensurethat it acts in compliance with all applicable federal and state laws andregulations concerning the privacy and security of health informationincluding, without limitation, HIPAA, as in effect or as amended. (b)          Definitions.  For the purposes ofthis HIPAA Compliance, the following terms shall have the following meanings:                              (i)                 AccessAttempts. Information Systems are the frequent target of probes, scans, “pings”and other activities which may or may not indicate threats, whose sources maybe difficult or impossible to identify and whose motives are unknown, and whichdo not result in access or risk to any information system or PHI, each of whichshall be considered an “Access Attempt.”                            (ii)                 BusinessAssociate. “Business Associate” means Mediary.                          (iii)                 CoveredEntity. “Covered Entity” means you.                           (iv)                 Privacyand Security Rule. “Privacy and Security Rule” shall mean the Security Standards for theProtection of Electronic Protected Health Information and the Standards forPrivacy of Individually Identifiable Health Information set forth at 45 C.F.R.part 160 and part 164, as in effect or as amended.                             (v)                 ProtectedHealth Information. “Protected Health Information” or “PHI” shall have the same meaning asthe term “protected health information'' in 45 C.F.R. §160.103, as in effect oras amended.  For the purposes of theseTerms, PHI and electronic PHI are collectively referred to as “PHI” or “CoveredEntity's PHI”, unless otherwise specified, and shall mean PHI created orreceived by Business Associate from or on behalf of Covered Entity.                           (vi)                 Allother capitalized terms used in this HIPAA Compliance Section but not otherwisedefined will have the same meaning as those terms in the Privacy and SecurityRule.(c)           PermittedUses and Disclosures.                              (i)                 BusinessAssociate may use or disclose Covered Entity’s PHI only as permitted orrequired by these Terms or as Required by Law. To the extent Business Associatecarries out any of Covered Entity’s obligations under HIPAA, Business Associateshall comply with the requirements of HIPAA that apply to Covered Entity in theperformance of such obligations.                            (ii)                 BusinessAssociate may use or disclose PHI for the following purposes only:(1)          Tofulfill its obligations under these Terms;(2)          Ifnecessary, for its proper management and administration or to carry out itslegal responsibilities.  Disclosurepursuant to this Section is permissible only if (a)           thedisclosure is Required by Law; or (b)          BusinessAssociate makes the disclosure pursuant to an agreement consistent with Section16(g) of these Terms or Business Associate makes the disclosure pursuant to awritten confidentiality agreement under which the recipient of the PHI isrequired to (1) protect the confidentiality of the PHI, (2) only use or furtherdisclose the PHI as Required by Law or for the purpose for which it wasdisclosed to the recipient, and (3) notify Business Associate of anyacquisition, access, use, or disclosure of PHI in a manner not permitted by theconfidentiality agreement.(3)          Toreport violations of law to appropriate federal and state authorities,consistent with requirements under the Privacy and Security Rule.(4)          BusinessAssociate may use Covered Entity's PHI to provide data aggregation servicesrelating to the health care operations of Covered Entity as permitted under 45C.F.R. §164.504(e)(2)(i)(B), as such provision may be amended from time totime.(5)          BusinessAssociate shall not, and shall assure that its employees, agents, andcontractors do not, use or disclose Covered Entity's PHI in any manner thatwould violate the Privacy and Security Rule if so used or disclosed by CoveredEntity.(6)          BusinessAssociate shall, to the extent required by the “minimum necessary” requirementsof HIPAA, request, use, and disclose the minimum amount of Covered Entity's PHInecessary to accomplish the purpose of the request, use, or disclosure. To theextent practicable, Business Associate shall not request, use, or disclose anyDirect Identifiers (as defined in the limited data set standard of HIPAA) andshall comply with any minimum necessary guidance issued by the Secretary.(d)          SafeguardingPHI. Business Associate shall comply with the HIPAA Security Rule withrespect to PHI.  Business Associate willuse appropriate safeguards to prevent the use or disclosure of PHI in a mannercontrary to the terms and conditions of these Terms and will implementadministrative, physical, and technical safeguards that reasonably andappropriately protect the confidentiality, integrity, and availability of PHIthat Business Associate creates, receives, maintains, or transmits on behalf ofCovered Entity.  Such safeguards shallinclude, but not be limited to those required by applicable law, including, butnot limited to, the Privacy and Security Rule. Business Associate shall ensure that: only those employees and agents ofBusiness Associate that have a business need to know Covered Entity's PHI areprovided with access to it; access is limited to the minimum amount necessaryto accomplish the intended purpose of the access; all employees and agents ofBusiness Associate handling Covered Entity's PHI are educated on how tomaintain its confidentiality and the requirements of these Terms; and all ofCovered Entity's PHI is stored and transmitted in a secure environment and in amanner that prevents its inadvertent disclosure.(e)           Mitigation.  Business Associateshall mitigate, to the extent practicable, any harmful effect that is known toBusiness Associate of a use or disclosure, including a Breach, of CoveredEntity's PHI by Business Associate in violation of these Terms or HIPAA (eitheron its own or through or with the assistance of Covered Entity, but in anyevent with the full knowledge and cooperation of Covered Entity).  Business Associate shall also require all ofits subcontractors to abide by the same mitigation obligations.(f)           Reportingand Notification Requirements.                              (i)                 BusinessAssociate shall, without unreasonable delay, but in no event later than thirty(30) days after becoming aware of any acquisition, access, use, or disclosureof Covered Entity's PHI in violation of these Terms by Business Associate, itsemployees, agents or contractors or by a third party to which BusinessAssociate disclosed Covered Entity's PHI (each, an “Unauthorized Use orDisclosure”), report such use or disclosure, in writing, to CoveredEntity.  Without limiting the foregoing,Business Associate shall report to Covered Entity any acquisition, access, use,or disclosure that is potentially reportable under Sections 16(f)(i)-(iii) ofthese Terms, even if it determines that there is a low probability that theCovered Entity's PHI, as applicable, has been compromised.                              (ii)                 BusinessAssociate shall, without unreasonable delay, but in no event later than thirty(30) days after becoming aware of any Security Incident report it, in writing,to Covered Entity.  Access Attempts arerecorded in various system logs, and fall under the definition of “SecurityIncident” in the Security Rule.  However,PHI is not used or disclosed in an Access Attempt and as such Access Attemptsdo not fall under the definition of Unauthorized Use or Disclosure.  Provided that Business Associate ensures thatthere is an appropriate review of logs and other records of Access Attempts,and investigates events where it is not clear whether or not an apparent AccessAttempt was successful and was in fact a “successful” unauthorized Access to,modification or destruction of PHI subject to these Terms, resulted in materialinterference with Business Associate’s information system used with respect toPHI subject to these Terms, or caused an Unauthorized Use or Disclosure, thisprovision shall serve as Business Associate’s notice to Covered Entity thatAccess Attempts occur and are anticipated to continue occurring with respect toBusiness Associate’s information systems. Covered Entity acknowledges thisnotification, and that Business Associate shall not be required to providefurther notification of Access Attempts unless they constitute SecurityIncidents.                          (iii)                 BusinessAssociate shall, without unreasonable delay, but in no event later than thirty(30) days after becoming aware of a Breach of Covered Entity’s Protected HealthInformation, report such Breach, in writing, to Covered Entity in accordancewith 45 C.F.R. §164.410.                           (iv)                 BusinessAssociate will be responsible for notifying individuals of any occurrencedescribed in Sections 16(f)(i)-(iii), with respect to which notice is legallyrequired, unless Covered Entity informs Business Associate that it will sendthe required notification.  The partieswill share in any direct costs of such notifications, as well as any directcosts associated with responding to the breach, including, but not limited to,credit monitoring.  If Business Associatewill provide notices, Business Associate shall provide such notices to CoveredEntity prior to sending and may incorporate, at Business Associate’sdiscretion, any comments or suggestions received from Covered Entity.                            (v)                 Forthe purposes of Section 16(f) of these Terms Business Associate shall betreated as “becoming aware” of any of the “reportable events” described inSections 16(f)(i)-(iii), if by the exercise of reasonable diligence thereportable event would have been known by the Business Associate.(g)          Subcontractors.  Business Associateshall enter into a written agreement containing the same obligations andrequirements as set forth in these Terms with each Subcontractor (including,without limitation, a Subcontractor that is an agent under applicable law) thatcreates, receives, maintains, or transmits Covered Entity’s PHI on behalf ofBusiness Associate.  Business Associateshall ensure that the written agreement with each Subcontractor obligates theSubcontractor to comply with restrictions and conditions that are at least asrestrictive as the restrictions and conditions that apply to Business Associateunder these Terms and shall require its Subcontractors to report any improperuse or disclosure of Covered Entity's PHI and any Security Incident to theBusiness Associate.  Further, BusinessAssociate shall notify Covered Entity within thirty (30) days of receiving anysuch report from its Subcontractors.(h)          Accessto Covered Entity's PHI.  At the request of Covered Entity, BusinessAssociate shall provide access to Covered Entity's PHI in a Designated RecordSet to Covered Entity or, as directed by Covered Entity, to an Individual inorder to meet the requirements of 45 C.F.R. §164.524.  Covered Entity shall designate the time andmanner in which this requirement must be met at the time of the request.  Covered Entity may, in its sole discretion,deny access to PHI requested.  IfBusiness Associate receives a direct request, Business Associate shall notifyCovered Entity within fifteen (15) days of such request.(i)            Amendmentof PHI. Business Associate shall provide to Covered Entity any of CoveredEntity’s PHI in a Designated Record Set requested by Covered Entity foramendment as required by 45 C.F.R. §164.526 within thirty (30) days of receiptof such request.  Business Associateshall make any amendments to Covered Entity’s PHI as directed by Covered Entitywithin thirty (30) days of Covered Entity’s request for such amendment, andshall notify Covered Entity, in writing, when such amendment has beencompleted.  If Business Associatereceives a direct request, Business Associate shall notify Covered Entitywithin fifteen (15) days of such request.(j)            Auditand Inspection of Records.  Business Associate shall make its internalpractices, books, and records relating to the use and disclosure of CoveredEntity’s PHI received from, or created or received by Business Associate onbehalf of, Covered Entity available to Covered Entity, or to the Secretary, ina time and manner designated by Covered Entity or the Secretary, for purposesof the Secretary’s determining Covered Entity’s and/or Business Associate’scompliance with the Privacy and Security Rule. Business Associate shall cooperate with the Secretary if the Secretaryundertakes an investigation or other review to determine Covered Entity’s orBusiness Associate’s compliance with the Privacy and Security Rule, and shallretain any and all such records, and submit such compliance reports, as may berequired by the Secretary or the Privacy and Security Rule. (k)          Documentationof Disclosures. Business Associate shall document disclosures of Covered Entity’s PHIand information related to such disclosures as would be required for CoveredEntity to respond to a request by an Individual for an accounting ofdisclosures of Covered Entity’s PHI in accordance with 45 C.F.R. §164.528, asin effect or as amended.   (l)            Accountingof Disclosures. Business Associate shall provide to Covered Entity or an Individual, ina time and manner agreed to by Business Associate and Covered Entity, suchinformation collected in accordance with Section 16(k) above to permit CoveredEntity to respond to a request by an Individual for an accounting ofdisclosures of Covered Entity’s PHI in accordance with 45 C.F.R. §164.528.  Business Associate shall provide, at aminimum, the following information for each disclosure: (a) the date of thedisclosure; (b) the name and, if known, address of the entity or person whoreceived Covered Entity’s PHI; (c) a brief description of Covered Entity’s PHIdisclosed; and (d) a brief statement of the purpose of such disclosure whichincludes an explanation of the basis for such disclosure.  Business Associate shall provide informationto Covered Entity pursuant to this subsection for all disclosures made withinsix (6) years prior to the date on which the accounting of disclosures was requested.  If Business Associate receives a directrequest, Business Associate shall notify Covered Entity within thirty (30)business days of such request.(m)         Ownershipof PHI. All of Covered Entity’s PHI shall be and remain the sole property ofCovered Entity, including any and all forms of Covered Entity’s PHI developedby Business Associate in the course of fulfilling its obligations pursuant tothese Terms.(n)          Requestsfor Covered Entity's PHI.  Business Associate shall notify CoveredEntity within a reasonable period of time of Business Associate’s receipt ofany request, subpoena, or judicial or administrative order for Covered Entity'sPHI.  To the extent Covered Entitydecides to assume responsibility for challenging the validity of such request,Business Associate will cooperate fully with Covered Entity in such challenge.(o)          ElectronicData Interchange. To the extent applicable, Business Associate represents and warrantsthat it shall conduct only as Standard Transactions, as defined in 45 C.F.R.Part 162, any electronic transactions that Business Associate conducts onbehalf of Covered Entity with other covered entities or with any entity thatrequests a transaction be conducted as a Standard Transaction.(p)          Obligationsof Covered Entity.                              (i)                 CoveredEntity shall notify Business Associate of any changes in, or revocation of,permission by an Individual to use or disclose Covered Entity’s PHI, to theextent that such changes may affect Business Associate’s use or disclosure ofCovered Entity’s PHI.                            (ii)                 CoveredEntity shall notify Business Associate of any restriction to the use ordisclosure of Covered Entity’s PHI that Covered Entity has agreed to inaccordance with 45 C.F.R. §164.522, to the extent that such restriction mayaffect Business Associate’s use or disclosure of Covered Entity’s PHI.                          (iii)                 CoveredEntity shall not request Business Associate to use or disclose Covered Entity’sPHI in any manner that would not be permissible under the Privacy and SecurityRule if done by Covered Entity, other than as expressly permitted in Sections 16(c)of these Terms.(q)          Termination.                              (i)                 Theprovisions of this Section 16 shall continue in effect until such time as:(1)          allof Covered Entity’s PHI provided to Business Associate, or created or receivedby Business Associate on behalf of Covered Entity, is destroyed or returned toCovered Entity; (2)          ifit is infeasible to return or destroy Covered Entity’s PHI, as determined inaccordance with Section 16(r)(iii) of these Terms, protections are extended tosuch of Covered Entity’s PHI in accordance with the terms of these Terms; or (3)          theseTerms terminated, subject to the provisions of this Section 16 related to theEffect of Termination.                            (ii)                 Inthe event either party commits a material breach of the terms of these Terms,the non-breaching party, may, in its sole discretion, either (a) provide thebreaching party with fifteen (15) days to cure such breach, and if thebreaching party fails to cure such breach within such period, the non-breachingparty shall have the right to immediately terminate these Terms and theServices Agreement; or (b) terminate these Terms immediately, if cure is notpossible, as determined by the non-breaching party.  Termination pursuant to this Section 16(q)shall be without prejudice to any other rights and remedies that thenon-breaching party may have for a breach of these Terms.  (r)           Effectof Termination.                               (i)                 Uponthe termination of these Terms for any reason, each party shall be releasedfrom all obligations and liabilities to the other under these Terms and theServices Agreement occurring or arising after the date of such event, exceptthat the expiration or termination of these Terms shall not relieve BusinessAssociate of Business Associate's obligations under this Section 16(r), norshall it relieve Business Associate or Covered Entity from any liabilityarising from any breach of these Terms. The Services Agreement shall also terminate concurrently with thetermination or expiration of these Terms, subject to the survival provisions ofthat Services Agreement.                            (ii)                 Immediatelyupon expiration or termination of these Terms and/or this Section 16 for anyreason, Business Associate shall return, or at Covered Entity’s requestdestroy, all of Covered Entity’s PHI in its possession without retaining copiesof Covered Entity’s PHI, and shall provide to Covered Entity upon request acertificate as to the return or destruction of such of Covered Entity’sPHI.  Business Associate shall also beresponsible for ensuring the return or destruction of Covered Entity’s PHI inthe possession of Business Associate’s subcontractors or agents in accordancewith this Section.                          (iii)                 Inthe event that Business Associate determines that returning or destroyingCovered Entity’s PHI is infeasible, Business Associate shall provide to CoveredEntity written notification of the conditions that make return or destructioninfeasible.  Upon mutual agreement of theparties that return or destruction of Covered Entity’s PHI is infeasible,Business Associate shall extend the protections of these Terms to such ofCovered Entity’s PHI and limit further uses and disclosures of such of CoveredEntity’s PHI to those purposes that make the return or destruction infeasible,for so long as Business Associate maintains such of Covered Entity’s PHI. (s)           De-identification.  Business Associatemay de-identify any PHI, provided such de-identification complies with therequirements of 45 C.F.R. §164.514(b), including without limitation anydocumentation requirements.  BusinessAssociate may use or disclose such de-identified information at itsdiscretion.  The parties acknowledge thatsuch de-identified information does not constitute PHI, is not subject to theterms of these Terms, and is not subject to HIPAA.(t)            Amendmentof Section 16. The parties will take such action as is necessary to amend thisAgreement from time to time as is necessary for Covered Entity to comply withHIPAA or other applicable law; provided, however, that any regulationsapplicable to Business Associate or to Covered Entity with respect to BusinessAssociate promulgated following the Effective Date of this Agreement shall bedeemed incorporated into this Agreement until such time as the parties enterinto an appropriate amendment.  17.          MISCELLANEOUSIf any provision of these Terms orthe Privacy Policy is held to be invalid or unenforceable, that provision willbe deemed to be restated to reflect as nearly as possible the originalintention in accordance with applicable law, and the remainder of the Termsand/or Privacy Policy will remain in full force and effect.  These Terms and the Privacy Policy constitutethe entire agreement between us with respect to the subject matter of theseTerms and Privacy Policy and supersede and replace all prior or contemporaneousunderstandings or agreements, written or oral, regarding such subjectmatter.  Any waiver of any provision ofthese Terms will be effective only if in writing and signed by the Company.  The failure of either party to assert anyright under these Terms shall not be considered a waiver of that party's rightand the Terms will remain in full force and effect.  In addition, these Terms and the PrivacyPolicy, including the Company’s enforcement of those policies, are not intendedto confer, and do not confer, any rights or remedies upon any third party.  You are not allowed to assign these Terms orany rights under these Terms.  TheCompany is allowed at its sole discretion to assign these Terms or any rightsunder these Terms to any third party, without giving prior notice to you.  Our licensors may be entitled to enforcethese Terms.  There are no other thirdparty beneficiaries to these Terms.If you have any questions,complaints, or comments regarding these Terms, or have other questions orsuggestions about the Service, please email us at [identify email]. 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