Last Modified: August 23, 2016
Your use of covermymeds.com (this “Website”),
including prior authorization (“PA”) and related services and any
ancillary services provided by CoverMyMeds, and any updates, new
features and enhancements to these services (collectively, “Services”),
is governed by the terms and conditions below, including any addenda
(“Terms of Service”). These Terms of Service constitute a legally
binding agreement between you and CoverMyMeds LLC (“CoverMyMeds” “we” or
In order to use the Services, you must be a licensed health care
provider with the intent to prescribe or dispense a prescription, or an
employee of such a licensed health care provider. If you are an employee
of an organization, you warrant that you are authorized to agree to
these Terms of Service on behalf of the organization. No other person
or entity, including any hub, consulting company, other
reimbursement support service provider, or pharmaceutical company, is
permitted to agree to these Terms of Service or to access the Services
through these Terms of Service. Notwithstanding the foregoing,
pharmaceutical sales representatives may create a user account solely
for demonstration purposes, provided that such representatives identify
themselves accordingly during account set up. Any user in violation of
this provision is subject to immediate account termination as set forth
in the Website Administration section below.
By clicking the “I AGREE” button on the Terms of Service screen, you
agree that you have read, understand, and agree to be bound by these
Terms of Service. If you do not agree with any of these Terms of
Service, do not use the Services.
CoverMyMeds, located at 22901 Millcreek Blvd., Suite 240, Highland
Hills, Ohio 44122, U.S.A and at 2 Miranova Pl., Columbus, Ohio 43215,
U.S.A., is a limited liability company organized under the laws of the
State of Delaware. Reference to CoverMyMeds herein will include any
subsidiaries or affiliates of CoverMyMeds involved with providing the
Services offered by CoverMyMeds. The servers that host this Website are
located in the United States, and any Protected Health Information, as
defined in 45 CFR § 160.103 (“PHI”), provided to us will be processed by
CoverMyMeds in the United States.
What are the privacy obligations of CoverMyMeds?
CoverMyMeds provides its Services as a business associate to health care
providers. Therefore, to use the CoverMyMeds Services, you must read and
agree to the Business Associate Agreement, which is part of these Terms
of Service. The Business Associate Agreement requires CoverMyMeds to
protect your PHI and specifies the purposes for which it may be lawfully
used and disclosed by CoverMyMeds. Use of the Services constitutes
acceptance of the terms of the Business Associate Agreement. CoverMyMeds
may use subcontractors to assist in performing some of its Services.
When these subcontractors have access to PHI, they are required to enter
into business associate agreements with CoverMyMeds. The Services are
provided to you at no cost, dependent upon CoverMyMeds’ ability to share
User Content as permitted by law.
What are your obligations when using CoverMyMeds?
Use of the Services constitutes a representation and warranty that all
consents and authorizations required to provide PHI to CoverMyMeds, and
for CoverMyMeds to use and disclose the PHI to provide its Services and
as otherwise provided herein or in the Business Associate Agreement,
have been obtained. In addition, you represent and warrant that you have
provided all notices necessary to comply with applicable federal and
state laws and regulations relating in any way to medical and/or health
privacy including, but not limited to a notice of privacy practices.
You must provide current, complete, and accurate information when you
create an account to use our Services. Although CoverMyMeds disclaims
any legal duty to verify the accuracy of any data that you provide to us
when creating an account, if CoverMyMeds believes that any information
you provide is not current, complete, and accurate, we have the right to
refuse access to the Website or any of our Services, and to terminate or
suspend your account. You are entirely responsible for maintaining the
confidentiality of your password and account as well as for any and all
activities that occur by use of your account. You agree to immediately
notify CoverMyMeds of any unauthorized use of your account or any other
breach of security related to your account. CoverMyMeds will not be
liable for any loss that you may incur as a result of someone else using
your password or account with or without your knowledge. However, you
could be held liable for losses incurred by CoverMyMeds or another party
as a result of someone else using your account or password. You may not
use anyone else’s account at any time.
You are solely responsible for the accuracy and completeness of any
information, form, or other document that you submit to CoverMyMeds or
to a health plan, PBM or other payor for prior authorization, coverage
determination, or otherwise.
If you are creating an account as an employee of a health care provider,
you understand and agree that your account is specific to that health
care provider and therefore, if your employment with that health care
provider ends or is terminated for any reason, you are no longer
permitted to access our Services through that account, and must
immediately notify CoverMyMeds at email@example.com so that we
may disable that account.
Does CoverMyMeds offer medical advice?
CoverMyMeds does not offer medical advice, does not determine medical
necessity, insurance coverage or copays and does not otherwise engage in
the practice of medicine. The content accessed through the Website is
for informational purposes only, and is not intended to address every
possible use, direction, precaution, drug interaction, or adverse
effect. CoverMyMeds is not a substitute for a health care providers’
professional medical judgment, or for individual patient assessments and
examinations. The content of this Website should not be used during a
medical emergency or for the diagnosis or treatment of any medical
condition. Reliance on any of the information provided by CoverMyMeds or
provided on or by the Website is solely at the user’s and the health
care provider’s own risk. CoverMyMeds does not recommend or endorse any
specific products, services, physicians, tests, procedures, opinions, or
other information that may be available on this Website.
While we attempt to ensure that the information available through our
Website is as complete and accurate as possible, we make no warranties
that it is correct, complete, or current. Further, some information
available through the Website is entered by other health care providers
or their staff. CoverMyMeds does not review this content for
completeness or accuracy or screen it in any way. You acknowledge and
agree that CoverMyMeds is not responsible for the content of any
materials or information posted to or otherwise available on the
Website, whether provided by CoverMyMeds, you, or another user. Any
reliance on such materials is at your own risk.
Your information and updates
It is your obligation to provide and maintain current, complete and
accurate information on your CoverMyMeds account in order to use the
Services (see “What are Your Obligations when Using CoverMyMeds?”
above). You agree to indemnify us, as described in “What About
Indemnification” below, for any third-party claims arising from our
reliance on such information and your failure to provide and maintain
current, complete and accurate information on your CoverMyMeds
Consent to phone, fax and email
You agree that we may contact you by phone, fax, and/or email so long as
our contact is reasonable and appropriate. You acknowledge that you have
an Established Business Relationship with CoverMyMeds under applicable
law, including the Telephone Consumer Protection Act and the Junk Fax
Prevention Act. We may also send, by fax, and/or email, promotional
information on features and benefits available to CoverMyMeds users.
By clicking the “I AGREE” button below, you represent and warrant:
(1) that you are authorized to give this consent on behalf of your
company, practice or organization,
(2) that your company, practice or organization agrees that CoverMyMeds
and its partners may send your company, practice or organization
information via phone and/or fax in connection with PA requests and
other Services, and promotional or advertising material regarding
CoverMyMeds or its partners, to the fax number(s) you may from time to
time provide to CoverMyMeds, and
(3) that your company, practice or organization agrees that CoverMyMeds
and its partners may send your company, practice or organization
information via email in connection with PA requests, other Services and
promotional or advertising material regarding CoverMyMeds or its
partners, to the email address(es) you provided when you registered as a
CoverMyMeds user. You may be charged by your carrier for such
You agree we may substitute a fax number provided by you and submitted
with a PA request for submission by us to health plans, PBMs or other
payors on your behalf with a CoverMyMeds fax number so that the PA
determination will be faxed to us and delivered as part of the Services.
This substitution helps CoverMyMeds enhance the Services provided to
you, your patient and other authorized providers. You agree that we may
contact health plans, PBMs and other payors on your behalf in connection
with PA requests and/or other Services.
We may also contact your patients in order to perform our Services,
which may include notifying them of the outcome of a PA request. You
agree that, for this purpose, we may use the contact information for
your patients that you have provided to us. If we wish to contact your
patients for purposes other than as provided in these Terms of Service,
we will obtain your consent prior to doing so.
CoverMyMeds may accept other communications that are unrelated to the
PAs that you have submitted using the Services via the substituted
CoverMyMeds fax number that a health plan, PBM or other payor may send
to you. CoverMyMeds will make commercially reasonable efforts to forward
such unrelated communications to you if we are able to determine, with
reasonable certainty, that they are intended for you.
However, CoverMyMeds disclaims any responsibility for failure to deliver
to you any communications which a health plan, PBM or other payor
transmits to us that are unrelated to the PA requests you submit while
using the Services and which CoverMyMeds has delivered on your behalf.
How to opt out of certain communications
You can contact us at our toll-free number (866) 452-5017, or send a
toll-free fax to (844) 865-3740, at any time if you wish to disable
CoverMyMeds’ substitution of its fax number for yours on PA requests
that you create for submission to a health plan, PBM or other payor. You
must identify to us the fax number for which you are revoking consent.
You may also contact us at our toll-free number (866) 452-5017, or send
a toll-free fax to (844) 865-3740, or an e-mail to
firstname.lastname@example.org at any time if you wish to revoke your consent
for us to contact you via phone, email or fax. Your revocation of
consent will only be valid if: (1) it identifies the telephone
number(s), fax numbers or e-mail addresses for which you do not want to
receive communications, (2) you do not, subsequent to making the
request, expressly provide us (in writing or otherwise) with permission
to contact you at that number or e-mail address, and (3) you send or
make the request to the telephone number or fax number listed above.
Who can see my information and my patients’ information?
our Website at
Who owns the Website and its User Content, and are there limits of use?
CoverMyMeds and its licensors, if any, own all proprietary rights to
the Website and Services, including without limitation all text,
images, data, information, and other content (collectively, “CoverMyMeds
Content”), and all intellectual property rights therein, displayed,
available, or appearing on the Website. The software coding and the look
and feel of the Service provided by CoverMyMeds are copyrighted by, and
the property of, CoverMyMeds LLC, and all rights are reserved by
CoverMyMeds. You should assume that everything you see on this Website
is copyrighted, unless otherwise noted, and may not be used without
permission, except as otherwise provided in these Terms of Service. You
may not duplicate, copy, or reuse any portion of the HTML/CSS,
permission from CoverMyMeds. Any reproduction, redistribution,
retransmission, or display of the CoverMyMeds Content available on the
Website, or any portion of such CoverMyMeds Content, not in accordance
with these Terms of Service is expressly prohibited.
CoverMyMeds uses certain documents from other companies, including but
not limited to forms provided by health plans, PBMs, other payors, or
their business partners. Copyright of these documents is retained by
their respective owners, and CoverMyMeds claims no ownership of such
material. CoverMyMeds uses such material under fair-use provisions of
copyright law or by written consent of the owner.
Provided you are not in default of any of your obligations hereunder,
CoverMyMeds gives you a limited, revocable, non-assignable, and
non-exclusive license to use the Website and the Services within the
United States in accordance with these Terms of Service. You agree not
to infringe upon any intellectual property rights or remove or modify
related proprietary notices contained in this Website.
When you create, transmit, or display information while using the
Website, you may only provide information that you own or have the right
and legal authority to use and disclose. Except for PHI, which is
governed by the Business Associate Agreement, any content or information
that you submit to this Website or to CoverMyMeds (“User Content”), such
as sample forms not otherwise available on the Website, user tips and
tricks, or requests for new features, will be deemed to be
non-confidential and may be disclosed through this Website for browsing,
downloading, printing, and other uses by other persons or entities, such
as your browser licensor or internet service provider. You agree not to
submit User Content to this Website or CoverMyMeds that you do not have
full authority to submit, and to only submit User Content that does not
infringe upon any third party’s intellectual property rights in
connection with such submission. It is your obligation to determine the
extent to which User Content you submit is protected by applicable
intellectual property laws. You agree that CoverMyMeds will have, and
hereby grant to CoverMyMeds, a worldwide, royalty-free, perpetual,
irrevocable, sub-licensable, non-exclusive right and license to use,
translate, reproduce, sell, publish, distribute, modify, adapt, display,
perform, promote, and link to, in any form or media, any User Content.
CoverMyMeds does not endorse any User Content that may appear on this
Website. Nothing in these Terms of Service will obligate CoverMyMeds to
use any User Content or permit the posting of such User Content on this
Compliance with the Digital Millennium Copyright Act
CoverMyMeds respects the rights of all copyright holders and in this
regard, we have adopted and implemented a policy that provides for the
termination, in appropriate circumstances, of access to this Website by
users who infringe upon the rights of copyright holders. If you believe
that your work has been copied in a way that constitutes copyright
infringement, please provide our Copyright Agent with the following
information required by the Digital Millennium Copyright Act, 17 U.S.C.
a) A physical or electronic signature of a person authorized to act on
behalf of the owner of an exclusive right that is allegedly infringed;
b) Identification of the copyrighted work claimed to have been
infringed, or, if multiple copyrighted works are covered by a single
notification, a representative list of such works;
c) Identification of the copyrighted content that is claimed to be
infringing or to be the subject of infringing activity and that is to be
removed or access to which is to be disabled, and the information
reasonably sufficient to permit CoverMyMeds to locate the copyrighted
d) Information reasonably sufficient to permit CoverMyMeds to contact
the complaining party;
e) A statement that the complaining party has a good faith belief that
the use of the copyrighted content in the manner complained of is not
authorized by the copyright owner, its agent, or the law;
f) A statement that the information in the notification is accurate,
and under penalty of perjury, that the complaining party is authorized
to act on behalf of the owner of an exclusive right that is allegedly
For copyright inquiries under the Digital Millennium Copyright Act,
please contact CoverMyMeds’ Copyright Agent at:
Copyright Agent email@example.com
2 Miranova Pl.
Columbus, Ohio 43215
Phone: (614) 668-2289
Authorized and Prohibited Uses
Use of the CoverMyMeds Services must comply with all applicable laws,
regulations and ordinances, including, but not limited to, those
pertaining to privacy, intellectual property, the export of data or
software, coding, billing, and payment.
You may not access the CoverMyMeds Services outside of the interfaces we
provide, nor may you interfere with or disrupt the proper operation of
our Services. You will only submit User Content and material that is
functionally and technically compatible with this Website. You will not
engage in any conduct or submit to this Website any content or other
material that is illegal, inaccurate, misleading, misappropriated,
dilutive, defamatory, obscene, offensive, or otherwise objectionable, or
submit any promotional (for advertising or marketing purposes) content
or material (collectively “Wrongful Use”). You will not attempt to and
will not damage, corrupt, tamper with or infect this Website or any
information or telecommunication system of CoverMyMeds with a virus or
other malicious computer program. You may not reverse engineer,
disassemble, or decompile any software code or proprietary elements of
the Website or CoverMyMeds’ Services.
Use of this Website is provided for the permitted purposes stated in
these Terms of Service, and Wrongful Use is precluded with respect to
this Website. Without limiting the generality of the foregoing, you
agree that you will not undertake any activity which may adversely
affect the use of this Website by any person. You are prohibited from
using any of our Services to compromise security or tamper with system
resources and/or accounts. The use or distribution of tools designed for
compromising security (e.g., password guessing programs, cracking tools,
or network probing tools) is strictly prohibited. Integrating with,
automating, “spidering,” or “scraping” are all prohibited, in violation
of CoverMyMeds’ Terms of Service, and may be illegal. Only human users
using the Website manually are permitted. If you become involved in any
violation of system security, CoverMyMeds reserves the right to release
your details to system administrators at other sites and law enforcement
authorities in order to assist them in resolving security incidents.
Referencing the covermymeds.com Website in an
“iframe” or otherwise making it appear that the Website is part of a
third party site is prohibited. We do, however, encourage linking to the
Website. All such links must be direct links to the top page of the
Website (www.covermymeds.com) without
framing. If CoverMyMeds detects, and determines at its sole discretion,
inappropriate linking practices, we may require removal or modification
of the link, as well as compliance with any and all requirements of
CoverMyMeds relating thereto.
Third parties that provide financial support to CoverMyMeds programs may
be permitted to use and access certain of our Services. This includes
health care provider information contained in the Website, for
performance evaluation of our programs and the third party’s business
impact, provided that such use of the Services is consistent with these
Terms of Service and all applicable laws and regulations. For more
information, please contact firstname.lastname@example.org.
Good Samaritan Policy
It is our policy not to tolerate any acts of intellectual property
infringement or violations of federal or state law. If we become aware
of any Wrongful Use, we will, in good faith, use our reasonable efforts
to remove, disable, or restrict access to the availability of User
Content on the Website that, in our sole discretion, constitutes
Wrongful Use, whether or not such material is constitutionally
protected. This provision does not impose upon CoverMyMeds any
contractual obligation to undertake, or refrain from undertaking, any
particular course of conduct, or to monitor the Website.
If you believe that someone has violated this policy, we ask you to
promptly notify us by email at email@example.com and provide as
detailed a description of the alleged violation as possible. Use of this
email address will ensure that the complaint is received by the
appropriate party who is responsible for investigating alleged
violations of this policy.
We reserve the right to deny access to any user at any time for any
reason. CoverMyMeds may limit, modify, suspend, or terminate your use of
this Website at any time without liability or prior notice, and may
suspend or terminate your use of our Services if you fail to comply with
these Terms of Service. THIS SUSPENSION OR TERMINATION MAY DELETE YOUR
ACCOUNT, INFORMATION, FILES, AND OTHER PREVIOUSLY AVAILABLE CONTENT, AND
COVERMYMEDS SHALL HAVE NO RESPONSIBILITY TO BACKUP OR PRESERVE ANY SUCH
MATERIALS OR DATA.
Modifications to the Terms of Service
These Terms of Service are subject to change from time to time and will
be effective upon posting. Change notices will be displayed on the site
to provide you the opportunity to click on the associated “I AGREE” box
which will be required in order to continue accessing the Services. The
most current Terms of Service will always be available at
If you do not agree to the modified Terms of Service, you should delete
your account with us. For information on how to do so, contact us at
What about indemnification?
You agree to indemnify, defend, and hold harmless CoverMyMeds and its
affiliates, officers, directors, employees, contractors, and licensors
from any demands, claims, damages, liabilities, expenses, or harms
(including attorneys’ fees) arising out of or related to your use of our
Services or breach of these Terms of Service. You will not settle any
indemnified claim without our written consent.
Does CoverMyMeds warrant its service?
YOU UNDERSTAND AND AGREE THAT OUR SERVICE IS AVAILABLE SOLELY ON AN “AS
IS” AND “AS AVAILABLE” BASIS. NEITHER COVERMYMEDS NOR ANY OF
COVERMYMEDS’ LICENSORS MAKE ANY EXPRESS WARRANTIES, AND EACH OF THEM
DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, NON-INFRINGEMENT, RESULTS, COMPLETENESS, ACCESSIBILITY,
COMPATIBILITY, SECURITY, AND FREEDOM FROM COMPUTER VIRUS. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, NEITHER COVERMYMEDS NOR ANY OF
COVERMYMEDS’ LICENSORS MAKE ANY WARRANTY THAT THE CONTENT OF THE WEBSITE
SATISFIES GOVERNMENT REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON
PRESCRIPTION DRUG PRODUCTS. IN NO EVENT SHALL COVERMYMEDS BE LIABLE FOR
ANY LOSS OR DAMAGE, DELAY IN PERFORMANCE, OR NONPERFORMANCE CAUSED BY
EQUIPMENT MALFUNCTION OR BREAKDOWN, NETWORK OR PIPELINE DISRUPTION,
SEVERE WEATHER CONDITIONS, INFORMATION UNAVAILABILITY, STRIKES OR OTHER
LABOR DISPUTES, RIOTS, FIRE, INSURRECTION, WAR, FAILURE OF CARRIERS,
ACCIDENTS, ACTS OF GOD, OR ANY OTHER CAUSES BEYOND COVERMYMEDS’
REASONABLE CONTROL. IF ANY APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION
OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE
ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY
It is intended that only United States residents use our Services on a
computer located in the United States. Accordingly, any use of our
Services by anyone other than United States residents, or use of our
Services on a computer located outside of the United States, is strictly
prohibited and constitutes a breach of the Terms of Service. NEITHER
COVERMYMEDS NOR ANY OF COVERMYMEDS’ LICENSORS MAKE ANY REPRESENTATION
CONCERNING THIS WEBSITE, THE SERVICES, OR ANY CONTENT WHEN USED IN ANY
OTHER COUNTRY. No software may be downloaded or otherwise exported into
any countries that are subject to United States export/import control
restrictions or other national security restrictions.
What are the limits on liability?
IF YOU ARE DISSATISFIED WITH OUR SERVICES OR ANY OF COVERMYMEDS’ TERMS,
CONDITIONS, RULES, POLICIES, GUIDELINES, OR PRACTICES, OR OTHERWISE HAVE
A DISPUTE WITH COVERMYMEDS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO
TERMINATE THIS AGREEMENT AND DISCONTINUE USE OF OUR SERVICES. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, NEITHER COVERMYMEDS NOR ANY OF
ITS LICENSORS MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM
YOUR USE OF OUR SERVICES OR THIS WEBSITE, OR FOR ANY OTHER CLAIM RELATED
IN ANY WAY TO YOUR USE OF OUR SERVICES OR REGISTRATION ON OUR WEBSITE,
EVEN IF WE KNOW OR SHOULD KNOW THAT OTHER DAMAGES ARE POSSIBLE OR THAT
DIRECT DAMAGES ARE NOT A SATISFACTORY REMEDY. THE LIMITATIONS IN THIS
SECTION APPLY ONLY TO THE EXTENT THEY ARE LAWFUL IN YOUR JURISDICTION.
NEITHER YOU NOR COVERMYMEDS OR ANY OF ITS LICENSORS MAY BE HELD LIABLE
UNDER THIS AGREEMENT FOR MORE THAN $1,000; PROVIDED, HOWEVER, THAT THE
LIMITATIONS OF LIABILITY DESCRIBED ABOVE DO NOT APPLY TO BREACHES OF
INTELLECTUAL PROPERTY PROVISIONS OR INDEMNIFICATION OBLIGATIONS
DESCRIBED IN THESE TERMS OF SERVICE.
What are the general legal terms?
These Terms of Service, including the Business Associate Agreement,
constitute the entire agreement between you and CoverMyMeds relating to
the Website and CoverMyMeds’ Services. If there is any conflict between
these Terms of Service and a signed written agreement between your
company, practice, or organization and CoverMyMeds, the signed written
agreement will control. Failure to enforce any provision will not
constitute a waiver of that provision. If any provision is found
unenforceable, it and any related provisions will be interpreted to best
accomplish the unenforceable provision’s essential purpose. The headings
contained in these Terms of Service are for convenience of reference
only and will not affect or alter the meaning or effect of any provision
CoverMyMeds has no obligation to become involved in any dispute between
a user of our Services and any other person. Our Services and these
Terms of Service will be governed by and construed in accordance with
the laws of the State of Ohio, excluding Ohio’s conflict of law rules.
The exclusive venue for any dispute arising under or relating to this
Agreement or our Services is Franklin County, Ohio, and the Parties
consent to the exclusive personal jurisdiction of state and federal
courts located in this county. Nothing in these Terms of Service limits
either party’s ability to seek equitable relief.
We are happy to address questions about our Terms of Service or this
Website. Please send your questions to firstname.lastname@example.org
. Alternatively, you may write to
Privacy Matters CoverMyMeds LLC
2 Miranova Pl.
Columbus, Ohio 43215
### CoverMyMeds Business Associate Agreement
Last Modified: August 23, 2016
THIS BUSINESS ASSOCIATE AGREEMENT (the “Agreement”) is
entered into between you (“Covered Entity”) and CoverMyMeds
LLC, a Delaware limited liability company (“Business Associate”),
and is effective as of the date that you click the “I AGREE” button on
the Terms of Service screen (the “Effective Date”).
WHEREAS, the U.S. Department of Health and Human
Services issued regulations on “Standards for Privacy of Individually
Identifiable Health Information” comprising 45 C.F.R. Parts 160 and 164,
Subparts A and E (the “Privacy Standards”), “Security Standards for
the Protection of Electronic Protected Health Information” comprising 45
C.F.R. Parts 160 and 164, Subpart C (the “Security Standards”), and
“Standards for Notification in the Case of Breach of Unsecured Protected
Health Information” comprising 45 C.F.R. Parts 160 and 164, Subpart D
(the “Breach Notification Standards”), promulgated pursuant to the
Health Insurance Portability and Accountability Act of 1996 (“HIPAA”)
and as modified by the Health Information Technology For Economic and
Clinical Health Act, Title XIII of Division A and Title IV of Division B
of the American Recovery and Reinvestment Act of 2009 (“HITECH Act”)
(the Privacy Standards, the Security Standards and the Breach
Notification Standards are collectively referred to herein as the
WHEREAS, in conformity with the HIPAA Standards,
Business Associate has and/or will have access to, create and/or receive
certain Protected Health Information (“PHI”) to perform its Services
as provided under the Terms of Service entered into by and between
Covered Entity and Business Associate (the “Terms of Service”).
WHEREAS, Covered Entity is required by the HIPAA
Standards to obtain satisfactory assurances that Business Associate will
appropriately safeguard all PHI disclosed by or created or received by
Business Associate on behalf of Covered Entity.
WHEREAS, the parties hereto desire to enter into this
Agreement to memorialize their obligations with respect to PHI pursuant
to the requirements of the HIPAA Standards.
NOW, THEREFORE, Covered Entity and Business Associate
agree as follows:
Section 1. Definitions. Except as otherwise specified herein,
capitalized terms used but not defined in this Agreement shall have the
same meaning as those terms as defined in the Terms of Service or HIPAA
(a) Individual has the same meaning as the term “individual” in 45
C.F.R. § 160.103 and shall include a person who qualifies as personal
representative in accordance with 45 C.F.R. § 164.502 (g).
(b) Protected Health Information (“PHI”) has the same meaning as
the term “Protected Health Information” as defined in 45 C.F.R. §
160.103, and includes electronic PHI (“ePHI”) limited, however, to
such information created or received by Business Associate in a business
associate capacity on behalf of Covered Entity.
(c) Required by Law has the same meaning as the term “required by
law” in 45 C.F.R. § 164.103.
(d) Secretary means the Secretary of the Department of Health and
Human Services or his/her designee.
Section 2. Obligations and Activities of Business Associate.
(a) Business Associate agrees to not use or further disclose PHI other
than as permitted or required by this Agreement or as permitted or
Required by Law.
(b) Business Associate agrees to use appropriate safeguards to prevent
use or disclosure of the PHI other than as provided for by this
(c) In accordance with the HIPAA Standards, Business Associate shall
implement administrative, physical and technical safeguards that
reasonably and appropriately protect the confidentiality, integrity and
availability of ePHI that it creates, receives, maintains or transmits
on behalf of the Covered Entity. Specifically, Business Associate shall
comply with the Security Standards.
(d) Business Associate agrees to report to Covered Entity any use or
disclosure of PHI not provided for by this Agreement of which Business
Associate becomes aware. Additionally, Business Associate shall report
to Covered Entity any Security Incident resulting in an unauthorized use
or disclosure of ePHI of which Business Associate becomes aware.
(e) Business Associate agrees to notify Covered Entity of any Breach of
Unsecured Protected Health Information within twenty (20) business days
of the date Business Associate learns of the Breach. Business Associate
shall provide such information to Covered Entity as required by the
HIPAA Standards. Business Associate shall reasonably cooperate and
assist Covered Entity in making the notifications required by law in the
event of a Breach due solely to the wrongful acts or omissions of
(f) Business Associate agrees to ensure that any Subcontractor, to whom
it provides PHI created or received by Business Associate on behalf of
Covered Entity agrees to implement reasonable and appropriate safeguards
to protect PHI to the same restrictions and conditions that apply
through this Agreement to Business Associate with respect to such
(g) Business Associate agrees to mitigate, to the extent practicable,
any harmful effect that is known to Business Associate of a use or
disclosure of PHI by Business Associate in violation of the requirements
of this Agreement.
(h) Upon the written request of Covered Entity, Business Associate
agrees to provide access to PHI in a Designated Record Set, as defined
in 45 C.F.R. § 164.501, to an Individual in order for Covered Entity to
comply with the requirements under 45 C.F.R. § 164.524. Business
Associate further agrees, upon Covered Entity’s written request, to make
available PHI for amendment and incorporate any amendments to PHI in a
Designated Record Set in accordance with 45 C.F.R. § 164.526. If
Business Associate provides copies or summaries of PHI to an Individual
it may impose a reasonable, cost-based fee in accordance with 45 C.F.R.
(i) Business Associate agrees to make internal practices, books, and
records, including policies and procedures and PHI relating to the use
and disclosure of PHI created or received by Business Associate on
behalf of Covered Entity available, at the request of the Covered
Entity, to the Secretary, for purposes of determining Covered Entity’s
compliance with the HIPAA Standards.
(j) Business Associate agrees to document those disclosures of PHI, and
information related to such disclosures, as required to respond to a
request by an Individual for an accounting of disclosures of PHI in
accordance with 45 C.F.R. § 164.528. Business Associate further agrees
to provide Covered Entity such information upon its written request to
permit Covered Entity to respond to a request by an Individual for an
accounting of disclosures of PHI, in accordance with 45 C.F.R. §
(k) Business Associate acknowledges that in using, disclosing and
requesting PHI, it shall comply with the minimum necessary requirements
of the Privacy Standards.
(l) If Business Associate conducts any Transactions electronically on
behalf of Covered Entity, Business Associate shall comply with the
applicable requirements of 45 C.F.R. Part 162.
(m) Except as otherwise permitted by law, Business Associate shall not
directly or indirectly receive remuneration in exchange for a disclosure
of PHI without the Individual’s authorization.
Section 3. Permitted Uses and Disclosures of PHI by Business
Associate. Business Associate may use or disclose PHI to perform
functions, activities, or Services for, or on behalf of, Covered Entity
pursuant to the Terms of Service between the parties, provided that such
use or disclosure does not violate the HIPAA Standards. Business
Associate may use PHI for the proper management and administration of
Business Associate or to carry out the legal responsibilities of
Business Associate. Business Associate may disclose PHI for the proper
management and administration of Business Associate or to carry out its
legal responsibilities, provided that such disclosures are (i) Required
by Law, or (ii) Business Associate obtains reasonable assurances from
the person to whom the information is disclosed that it will remain
confidential and used or further disclosed only as Required by Law or
for the purpose for which it was disclosed to the person, and the person
agrees to notify Business Associate of any instances of which it is
aware in which the confidentiality of the information has been breached.
All disclosures will be made in accordance with HIPAA Standards.
Section 4. Term and Termination.
(a) Term. The provisions of this Agreement shall commence on the
Effective Date and shall terminate upon termination of the Terms of
Service except as provided in Section 4(c).
(b) Termination for Cause. Without limiting the termination rights of
the parties pursuant to this Agreement and upon Covered Entity’s
knowledge of a material breach of this Agreement by Business Associate,
Covered Entity shall provide a reasonable opportunity of not less than
thirty (30) business days for Business Associate to cure the breach or
end the violation and, if Business Associate does not cure the breach or
end the violation within the time specified by Covered Entity, terminate
(c) Effect of Termination.
(1) Except as provided in paragraph (2) of this section, upon
termination of this Agreement for any reason, Business Associate shall
return or destroy all PHI received or created by Business Associate on
behalf of Covered Entity. This provision shall apply to PHI that is in
the possession of Subcontractors of Business Associate.
(2) In the event that Business Associate determines that returning or
destroying the PHI is infeasible, Business Associate shall, at its sole
discretion, extend the protections of this Agreement to such PHI and
limit further uses and disclosures of such PHI to those purposes that
make the return or destruction infeasible, for so long as Business
Associate maintains such PHI.
Section 5. Notices. Any notices or communications to be given
pursuant to this Agreement shall be made, in the case of Covered Entity,
to the individual noted in Covered Entity contact appearing in your
account set up information and if made to Business Associate, to the
address given below:
If to business associate
to: Privacy Officer
2 Miranova Pl.
Columbus, Ohio 43215
Section 6. Miscellaneous
(a) Regulatory References. A reference in this Agreement to a section
in the HIPAA Standards means the section then in effect and as of its
applicable compliance date.
(b) Amendment. This Agreement may be amended from time to time to
ensure compliance with the requirements of the HIPAA Standards and any
other applicable law or regulation.
(c) Survival. The respective rights and obligations of Business
Associate under Section 4(c) of this Agreement shall survive the
termination of this Agreement for so long as Business Associate retains
(d) Interpretation. Any ambiguity in this Agreement shall be resolved
to permit the parties to comply with the HIPAA Standards. In the event
of any inconsistency or conflict between this Agreement and the Terms of
Service, the terms and conditions of this Agreement shall govern and
(e) No Third Party Beneficiary. Nothing express or implied in this
Agreement or in the Terms of Service is intended to confer, nor shall
anything herein confer, upon any person other than the parties and the
respective successors or assigns of the parties, any rights, remedies,
obligations, or liabilities whatsoever.
(f) Governing Law. This Agreement shall be governed by and construed
in accordance with the same internal laws as that of the Terms of