Terms and Conditions. Recitals

Transcription

1 E-rehab, LLC Terms and Conditions Recitals E-rehab is a duly licensed Limited Liability Company offering website services to licensed physical therapists and professional physical therapy corporations. Such website services may include, but are not limited to Website design, hosting and establishment of accounts, domain name registration, and monthly newsletter composition and delivery. These Terms and Conditions (referred to as the Agreement ) are a legal contract between you as the Client and E-rehab. The Agreement governs your purchase and use of the various online tools, website design and publication, and /newsletter services, whether fee-based or free of charge, offered on/by E-rehab and its website (the "Service(s)"). Your use of the Services is conditioned on your acceptance of this Agreement. By using any Service(s) or by your signature at the end of this Agreement, you accept and agree to be bound by all the terms and conditions of this Agreement, as well as any additional terms specific to the particular Service(s) for which you register. Such additional terms may be found in the Agreements & Policies section of E-rehab's website, attached hereto as Attachment A and shall be considered a part of this Agreement with respect to the Service(s) they cover. 1. THE TERMS and SERVICES Terms of E-rehab Services 1.1 Term of Service Subscriptions will automatically renew each month, as applicable, in order to ensure Client Service(s) are not interrupted. 1.2 Contractual Commitment Contractual commitment is on a month to month basis. The Client may elect to discontinue E-rehab s services at any time. 1.3 Program Plans E-rehab will provide you with the Services outlined in Attachment A or for which you register on E-rehab's website, subject to the terms and conditions of this Agreement. You acknowledge that the Service(s) may be offered in various, separately priced service levels or packages (hereinafter referred to as "Program Plans"), and you will only receive the Program Plans that you have registered for, and for which you are paying all associated fees. 1.4 Upgrade You may upgrade to a higher Program Plan, if available, at any time during the term of this Agreement by completing and submitting E-rehab's then-current upgrade process on the website. Upon any such upgrade, you agree to pay the increased fees for that Program Plan in accordance with this Agreement. 1.5 Client s Website If Client fulfills all contractual obligations and promises pursuant to this agreement, and maintains a membership in good standing with E-rehab, the Client shall retain ownership of the website and associated (excluding database driven components specifically the medical library and FAQ sections of the Client s website) created for the Client by E-rehab and the domain name registered (for its remaining duration of registration with the respective

2 domain name registrar) on behalf of the Client by E-rehab. 1.6 Modification of Services E-rehab reserves the right to modify, enhance, or supplement the Services at any time at its sole discretion, provided that those modifications do not materially and/or adversely affect your rights or obligations under this Agreement. 2. REGISTRATION PROCESS To sign up for, or receive any Service, you must submit or maintain on file with E-rehab's, certain registration data, as requested by either E-rehab's online registration form for the Service(s) or this contract. Such registration data shall include, but not be limited to, your name, address, address, website URLs, credit card number, and other billing information. In addition, you must separately submit a request for the Services you desire to use. Client acknowledges and agrees that their Website information (name, URL, etc.) may be utilized by E-rehab. Possible uses include (but are not limited to) lists of member sites, general promotional uses, etc. E-rehab reserves the right, in its sole discretion, to refuse any registration or Service activation request for any reason including no reason, and shall not be obligated to provide any Service to you unless and until it has charged your credit card for the applicable fee. E-rehab's use of your registration information is governed by E-rehab's privacy policy, available in the Agreements & Policies section of E-rehab's Website ("Privacy Policy"). The Agreements & Policies Section, and Privacy Policy as contained therein, are incorporated into this Agreement by reference. 3. PAYMENT You agree to pay E-rehab any set-up fees and recurring subscription fees listed on E-rehab's Website for the Service Plan you select. If Client decides not to continue the E-rehab program and does not want the account to renew, there must be written notification by to info@e-rehab.com, prior to the first day of the next calendar month. Return confirmation of receipt of your cancellation notice by e- mail will be your notification that your account and/or Services have been cancelled. If you do not receive such return from E-rehab, a second cancellation should be sent to E-rehab. Once the account has been renewed, cancellation notification will take effect on the first day of the subsequent calendar month. Completion and submission of any Service activation form authorizes E-rehab to charge the credit card specified in your registration for all such fees and any related taxes corresponding to the selected Service(s). Such charges will be made on a periodic basis, coinciding with the subscription period for the selected Service(s) (for example, monthly, quarterly or annually). In order to avoid the full fee for any new subscription period, you must cancel the Service BEFORE the new period begins. ANY FAILURE TO PAY THE AMOUNTS DUE UNDER THIS AGREEMENT WILL BE A MATERIAL BREACH OF YOUR OBLIGATIONS UNDER THIS AGREEMENT. Without limiting any other remedies available to E-rehab, YOU AGREE TO FULLY REIMBURSE E-REHAB FOR ANY REASONABLE ATTORNEY S FEES, COSTS AND EXPENSES THAT E-REHAB MAY INCUR IN CONNECTION WITH COLLECTING OR ATTEMPTING TO COLLECT ANY SUCH UNPAID AMOUNTS. 4. PRICING CHANGES AND OTHER MODIFICATIONS E-rehab may change its Service fees, or any other terms of this Agreement, at any time by updating the applicable pricing information or other terms posted on E-rehab's Website. New pricing terms will become effective beginning with account renewal the first full billing cycle after E-rehab posts such changes to its Website. Changes to terms not related to pricing will become effective fifteen (15) days after such notification. If you do not agree to any changes posted by E-rehab in accordance with this Section, you must cancel your account or the affected Service as provided herein before the given changes become effective; otherwise you will be deemed to have accepted and agreed to the changes. Additional modifications to these terms and conditions may be made under special circumstances, but only if approved in advance in a signed writing on E-rehab's letterhead by an executive vice president or higher-level officer of E-rehab. Product sales and support representatives are

3 not authorized to waive or modify any provisions of this Membership Agreement. Any perceived failure by E-rehab to enforce any term of this Agreement shall not be construed as a waiver thereof, nor shall it affect your contractual obligations or E-rehab's rights and remedies hereunder. 5. DURATION AND CANCELLATION OF SERVICES Unless stated otherwise on E-rehab's Web pages applicable to a given Service(s), E-rehab web services will require the payment of a start up fee (billed one time only) followed by membership fees which will be billed on a monthly subscription basis, measured from the calendar month immediately following activation of the given Service. Subscriptions will automatically renew each month, as applicable, until cancelled in accordance with this section. At any time after activation of a Service, either you or E-rehab may cancel that Service (or E-rehab may discontinue the Service completely) by providing written notice to the other party, in which case the Service will terminate on the date specified in the cancellation notice. If no date is specified, the Service will terminate at the end of the then-current billing calendar month. E-rehab also reserves the right to cancel any individual Service immediately and without notice in the event that you breach any provision of this Agreement or any other terms that apply to that Service. NO REFUNDS WILL BE AVAILABLE ON ACCOUNT OF ANY SERVICE CANCELLATION BY EITHER PARTY, EXCEPT AS EXPRESSLY PROVIDED IN SECTION ENTITLED "REFUNDS" BELOW. 6. TERM AND TERMINATION OF AGREEMENT The term of this Agreement will begin on the date that E-rehab accepts your initial registration and will continue in force until terminated according to this section. Upon cancellation of all active Service(s), or any time thereafter, either party may terminate your account and this Agreement by written notice to the other party. E-rehab also reserves the right to terminate your account and this Agreement immediately and without notice in the event that you breach any provision of this Agreement. No refunds will be available on account of any termination of this Agreement, except as expressly provided in Section 7 entitled "Refunds" below. Sections 10 through 15 of this Agreement shall survive and remain in effect notwithstanding any termination of this Agreement. 7. REFUNDS If you cancel any E-rehab Services within sixty (60) days of activation, you are entitled to a full refund. You must request any such refund in writing to info@e-rehab.com, and E-rehab will follow its stated refund policy, available in the Agreements & Policies section of E-rehab's Website, in determining whether to grant or deny such request. 8. RENEWALS All renewal fees will incur on a monthly basis in order to ensure Client Service(s) are not interrupted and no billing issues occur prior to expiration of account. If Client decides not to continue the E-rehab program and the user does not want the account to renew, there must be written notification ( will suffice, sent to info@e-rehab.com) no less than 14 days prior to the subsequent monthly billing cycle or the account will automatically renew. Once the account has been renewed, any cancellation received within the first 16 days of the then-current billing calendar month will result in termination of the Services and that corresponding account at the end of the then-current billing calendar month. Without limiting any of the restrictions above, you acknowledge and agree that NO REFUNDS OR PARTIAL REFUNDS WILL BE ISSUED: (a) FOR ANY SERVICE THAT YOU CANCEL SIXTY (60) DAYS AFTER ACTIVATION; OR (b) IF YOU HAVE BREACHED ANY PROVISION OF THIS AGREEMENT OR (c) IF RENEWAL CANCELLATIONS HAVE BEEN RECEIVED LESS THAN FOURTEEN (14) OR MORE DAYS PRIOR TO THE MONTHLY BILLING CYCLE. 9. OWNERSHIP RIGHTS General Provisions

4 Except as indicated in section 1.3 of this agreement, you agree and understand that the Services and all graphic designs, icons, Tags, HTML code, computer programming, and other elements incorporated therein are the exclusive property of E-rehab. In addition, you acknowledge that E-rehab owns all right, title, and interest in and to E-rehab's trademarks, trade names, service marks, inventions, copyrights, trade secrets, patents, technology, software, and expertise related to the design, function, or operation of the Service(s). All materials contained in the E-rehab Website at are copyright, E-rehab. The content presented herein may not under any circumstances be distributed in any way or form without prior written permission from E-rehab. Your rights to the Service(s) are strictly limited to the rights expressly granted in this Agreement. 10. DISCLAIMER OF WARRANTY E-rehab makes no guarantees of any kind regarding the use or the results derived from any Service(s) in terms of dependability, accuracy, security, timeliness, availability, reliability, or usefulness. The Service(s) and all related materials are provided "AS IS" without warranty of any kind. E-REHAB HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICE(S) AND RELATED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. E- REHAB DOES NOT WARRANT THAT THE OPERATION OF THE SERVICE(S) WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICE(S) WILL BE SUITABLE FOR YOUR NEEDS OR YOUR INTENDED APPLICATIONS, OR THAT THE SERVICES WILL BE COMPATIBLE WITH OR OPERATE IN THE HARDWARE, SOFTWARE, OR WEBSITE CONFIGURATIONS THAT YOU SELECT RELEASE OF LIABILITY IN NO EVENT WILL E-REHAB BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, LOSS OR DAMAGE OF DATA, AND DAMAGE TO BUSINESS REPUTATION, UNDER ANY THEORY OF LAW OR EQUITY, AND WHETHER OR NOT E-REHAB IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES LIQUIDATED DAMAGES FURTHERMORE, IN NO EVENT WILL E-REHAB'S TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE MONETARY AMOUNT RECEIVED BY E-REHAB FROM YOU UNDER THIS AGREEMENT DURING THE TWO (2) MONTHS PRECEDING THE EVENTS OR CIRCUMSTANCES GIVING RISE TO LIABILITY, OR, IF SUCH LIABILITY ARISES FROM ANY PARTICULAR SERVICE(S), THEN E-REHAB'S LIABILITY WILL BE LIMITED TO THE FEES YOU HAVE PAID TO E-REHAB FOR THE PARTICULAR SERVICE(S) DURING SUCH TWO-MONTH PERIOD. Without limiting the foregoing, E-rehab is not responsible for any of your data residing on E-rehab hardware. You are responsible for backing-up your data and information that may reside on the E-rehab hardware, whether or not such information is produced through the use of the Service(s). 12. INDEMNIFICATION You agree to indemnify, hold harmless, and (at E-rehab's request) defend E-rehab and its officers, directors, shareholders, and representatives from and against any and all liability, damages, losses, costs, or expenses (including but not limited to attorney s fees and expenses) incurred in connection with any claim related to: (a) your breach of any term, condition, representation, warranty, or covenant in this Agreement; or (b) the information you supply to E-rehab or make available to any third party, including your registration data and the content of the Web pages corresponding to the URLs you submit to E-rehab. This obligation shall survive any termination of your relationship with E-rehab. 13. SOLE AND EXCLUSIVE REMEDY If you are dissatisfied with any portion of any Service(s), your sole and exclusive remedy is to cancel your account or your subscription to the given Service(s) according to this Agreement. No refunds are available except as expressly provided in Section 7 entitled "Refunds" above.

5 14. GOVERNING LAW The laws of the United States and the State of California govern this agreement. You hereby consent to the jurisdiction of and venue in courts located in San Diego County, California in all disputes arising out of or relating to this Agreement or your use of the Services. In addition, you hereby consent to the exclusive jurisdiction of, and venue in, such courts for any action commenced by you against E-rehab. The prevailing party in any dispute relating to the Services or this Agreement will be entitled to recover its costs, expenses and reasonable attorney fees incurred in connection with such dispute. 15. ENTIRE AGREEMENT This Agreement including Attachment A -Agreements and Policies, the Privacy Policy contained therein, and E-rehab s Website Terms of Use, along with E-rehab's other terms, conditions, and policies referenced herein, constitutes the entire agreement between you and E-rehab. To the extent of any conflict between this Agreement and E-rehab's Website Terms of Use (located in the Agreements & Policies section of E-rehab's Website), the Website Terms of Use will govern your general use of E- rehab's Website, and this Agreement will govern your use of the Services in particular. If any part of this Agreement is held to be unenforceable, that part will be amended to achieve its intended effect as nearly as possible, and the remainder of the Agreement will remain in full force. 16. CIRCUMSTANCES BEYOND CONTROL No party shall be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond the party's reasonable control, including without limitation, acts of any governmental body or failure of the software or equipment of third parties. Except as provided otherwise herein, any notice given under this Agreement will be made in writing by and will be effective on the business day after it is sent. 17. ASSIGNMENT You may not assign this Agreement, and any unilateral attempt to do so is void. This contract many not be assigned by either party without the prior written consent of the other party. 18. QUESTIONS If you have any questions about this Agreement or E-rehab's Services, please contact E-rehab by at info@e-rehab.com. Express Obligations and Promises 19. PROMISES AND OBLIGATIONS OF E-REHAB Internet Services Domain name registration (Domain names offered based on availability.) Website design Web hosting Patients will be able to download their intake paperwork at home. Medical Library Links Page Locations/insurances provided for Set up of Client s accounts on our servers. Set up of local computer accounts is the

6 client s responsibility. Change your site Monthly Newsletter E-rehab will send your monthly newsletter to your subscribers You can send up to TWO (2) time sensitive broadcasts to your subscriber list per year. You can author your own newsletter content. Free support by Campaign statistics ed to you periodically or upon request. 20. EXPRESS PROMISES AND OBLIGATIONS OF CLIENT AS A CONDITION OF RECEIVING ANY SERVICES, CLIENT PROMISES, REPRESENTS, AND WARRANTS THE FOLLOWING: (a) All of the registration information supplied to E-rehab is true, complete, and accurate. You agree to notify E-rehab of any changes to your registration data during the term of this Agreement and submit updated information within twenty (20) days of any such changes; (b) None of the URLs you submit to E-rehab link to any Web page or site that contains any: i. nudity, pornography, or other sexual or adult material; ii. hate propaganda or material that encourages or promotes illegal activity or violence; iii. content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to copyrights, trademark rights, patents, or any other third party intellectual property, contract, privacy, or publicity rights; iv. material that promotes or utilizes software or services designed to deliver unsolicited ; v. material that violates any local, state, or federal law or regulation; vi. misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable, offensive, or harmful; or vii. other material that E-rehab, in its sole discretion, deems inappropriate, including any violations of standards posted on E-rehab's Website or sent to you by ; (c) Sites containing nudity, pornography or other adult material, sites encouraging illegal activity or racism, sites providing instructions or discussions about performing illegal activities, sites that promote or utilize software or services designed to deliver unsolicited , or any other sites E-rehab deems to be inappropriate. (d) You will safeguard your account user name and password by not disclosing your password to any third party, and you will assume responsibility for any and all harm or liability attributable to you or any other person accessing your account or any Services with your user name and password; (e) You will not copy, sell, redistribute, license, sublicense, or otherwise transfer your account, or any materials provided to you in connection with the Services, to any third party without E-rehab's written consent; (f) You will treat any and all consumer information gathered for you or transmitted to you via the E-rehab Website or Services in accordance with E-rehab's Privacy Policy; (g) You will comply with all local, state, and federal laws and regulations governing your actions under this Agreement; and

7 (h) You warrant that you have full power and authority to enter into this Agreement and to perform your obligations hereunder. (i) You warrant that your clients or any other person(s) or entities have given express written permission to receive (s) and other electronic information generated by E-rehab in compliance with State and Federal regulations. Upon request, E-rehab will provide Clients with sample forms to be distributed to their clientele. Such forms are provided as a courtesy and convenience only and are subject to the terms of liability limitation set forth in section Additionally, Client acknowledges that their E-rehab account is part of the E-rehab Company, and as such, acknowledge and accept that they will receive periodic announcements and information regarding their service. However, Clients may also request to be removed from the company's news mailing list. Without limiting its other remedies, E-rehab may refuse to provide Services or cancel your account at any time for any violation of the foregoing promises. To assure compliance with the criteria in Subsections (b) and (c) above, E-rehab reserves the right to edit and/or monitor the content of the Web pages, copy, or URLs you submit to E-rehab. Attachment A Agreements and Policies E-rehab will build the Client a website which includes the following: A. Web design custom web design or web design from a template. B. Register Client s Domain Name E-rehab will register the domain name (if the desired domain name is available for registration) on behalf of the Client. C. Web Services the following web pages and components will be included in the Client s website: 1. Pages: Home, location, insurances provided for, staff, links, testimonials, services pages. 2. The Client s site may contain (at E-rehab s discretion) a medical library page, member s page, and any other pages mutually agreed upon by the Client and E-rehab. 3. E-rehab will convert up to 8 pages of MS Word documents to Adobe PDF documents and make them available via website link from the Client s website. 4. E-rehab reserves the right to utilize third party web tools and web services at its discretion. Newsletter Campaign A. E-rehab will conduct a monthly opt-in/opt-out newsletter to campaign on behalf of the Client with the Client s existing/past patients being the target audience of this campaign. B. E-rehab will use an Application Service Provider s service s, Autoresponder Service, and/or its own proprietary service and reserves the right to switch from one service to the other or utilize a combination of these services at E-rehab s discretion. C. The Client may choose to provide his/her own copy/content for some or all of the monthly newsletters. If the Client does not submit his/her own copy/content, the Client understands that E-rehab will provide "generic" content on the Client's behalf, and the Client accepts this content as is without the right to modify it. D. The Client may choose to include additional promotional items such as services, products, items,

8 etc. at the Client s expense. E. The Client may at his/her discretion, author and provide his/her own newsletter content. F. The Client may send out two (2) time-sensitive broadcasts to his/her client list per year. Additional broadcasts can be made at a cost of $100/broadcast. G. E-rehab will never sell or utilize the Client s list in any other way other then to make necessary technical, service, or legal announcements unless express written consent ( will suffice) is provided by the Client. H. statistics will be mailed to the Client as is possible and/or at the request of the Client. I. A copy, review, send timeline of calendar dates will be established during which time the Client will have the opportunity to submit newsletter copy for inclusion in one or more of the Client s monthly campaigns. E-rehab will submit the copy back to the Client for review, edits may or may not be made, and the final copy will then be sent to the Client s list by E-rehab. E-rehab reserves the right to refuse editorial requests made by the Client and to modify the copy, review, send timeline dates. Client Addresses A. E-rehab will set up 10 (as needed by the client) POP3 accounts on E-rehab s servers for the Client in the format of you@yourdomain.com. B. It is the responsibility of the Client to manage these accounts. E-rehab will provide support at their discretion and when possible. E-rehab has the right to refuse to provide technical support for the accounts. Copyright , E-rehab. All rights reserved. Privacy Statement for E-rehab Privacy E-rehab has drafted this document, which details how we gather and disseminate information, in an effort to demonstrate our strong commitment to online privacy. Please contact us if you have any questions about our privacy policy. Use of Internet Protocol Address We use your Internet protocol (IP) address for several reasons: to help diagnose problems with our server, to administer our Website, to help identify you and your shopping cart, and to gather broad demographic information. Use of Addresses E-rehab may collect your address when you log in to our site. We may send you to collect information, experiences, and feedback about our services. At no time will E-rehab sell, disclose, or use your address in any other way. Please understand that any correspondence "is not" secure. Therefore, personal/private information should not be disclosed in any correspondence. Our site provides users the opportunity to opt-out of receiving communications from us at any point. Upon joining, you may opt-out at that time or later:

9 You may opt-out by to Or you may opt-out by clicking on an unsubscribe link in our newsletters. Use of Demographic Information We also collect demographic and profile data that we use to tailor your experience at E-rehab. Based on this information, we display products and content we feel you might interest you. We will never sell personal information of clients or affiliates to any third party. Use of Order Information When you place an order, E-rehab requests information such as contact information, credit card number and demographic information. The contact information you provide is used to send you orders, company information and promotional material from our partners. You can opt out or opt in at any time. (See Opt Out/Opt In, below.) Your financial information is used for the sole purpose of billing you for products and services. Demographic data is collected to personalize future visits by displaying the content we feel would interest you most. Use of Online Survey Information To participate in our online surveys, you will be required to supply contact and demographic information. E-rehab uses this data to send you information about the company. We might use this information to contact you as necessary. However, you may opt out of or opt-in to our mailings at any time. (See Opt Out/Opt In, below.) Demographic and profile data is also collected at our site and used to personalize future visits by displaying the content we feel would most interest you. Use of Information Collected in Contests To participate in our contests, you will be required to supply contact and demographic information. E- rehab, LLC uses this data to send you information about the company. We might use this information to contact you as necessary. However, you may opt out of or opt in to our mailings at any time. (See Opt Out/Opt In, below.) Demographic and profile data are collected at our site and used to personalize future visits by displaying the content we feel you would most interest you. Public Forums Guidelines E-rehab, LLC may offer chat rooms and bulletin boards. Please note that information that is disclosed in these arenas becomes public. Use caution in disclosing any personal information. Children's Guidelines We do not collect or use any online contact information or identifiable off-line contact information about a child without parental consent. We do not distribute personally identifiable information about children without parental consent. We do not give children the ability to post or distribute personal information without prior consent. We do not entice children with games or contests that would encourage them to disclose personal information. Opt Out/Opt In E-rehab allows users to opt out of receiving from us or our partners. To opt out of our mailing list you can send to a remove mailing list. HIPAA BUSINESS ASSOCIATES AGREEMENT

10 We, the Client (hereinafter referred to as Covered Entity ) and E-rehab, hereby agree to follow all administrative procedures implemented to guard the integrity and confidentiality of electronically transmitted data according to HIPAA security standards as follows: If a E-rehab receives any individually identifiable health information from Covered Entity ( Protected Health Information or PHI ), or creates or receives any PHI on behalf of Covered Entity, E- rehab shall maintain the security and confidentiality of such PHI as required of Covered Entity by applicable laws and regulations, including the Health Insurance Portability and Accountability Act of 1996 ( HIPAA ) and the regulations promulgated there under. Without limiting the foregoing: a) Use of PHI E-rehab shall not use PHI otherwise than as expressly permitted by this agreement, or as required by law. However, E-rehab may use PHI for purposes of managing its internal business processes relating to its functions under this agreement. b) Disclosure of PHI a. Disclosure to third parties. E-rehab shall not disclose PHI to any other person (other than members of E-rehab s workforce), except as approved by Covered Entity in writing. Any such disclosure shall be made only upon the written agreement of the subcontractor to be bound by the provisions of this section, for the express benefit of E-rehab and Covered Entity. b. Disclosure to workforce E-rehab shall not disclose PHI to any member of its workforce unless E-rehab has advised such person of E-rehab s obligations under this section, and of the consequences for such person and for the E-rehab of violating them. E-rehab shall take appropriate disciplinary action against any member of its workplace who uses or discloses PHI in contravention of this agreement. c. Safeguards E-rehab shall use appropriate safeguards to prevent use or disclosure of PHI otherwise than as permitted by this agreement. E-rehab shall provide Covered Entity with such information concerning such safeguards as Covered Entity may from time to time request, and shall, upon reasonable request, give Covered Entity access for inspection and copying to E-rehab s facilities used for the maintenance or processing of PHI, and to its books, records, practices, policies and procedures concerning the use and disclosure of PHI, for the purpose of determining E-rehab s compliance with this agreement. d. Accounting of Disclosures E-rehab shall maintain a record of all disclosures of PHI made otherwise than for the purposes of this agreement, including the date of the disclosure, the name and, if known, the address of the recipient of the PHI, a brief description of the PHI disclosed, and the purpose of the disclosure. E-rehab shall make such record available to Covered Entity on request. e. Reporting E-rehab shall report to Covered Entity any authorized use or disclosure of PHI by E-rehab or its workforce or contractors, and the remedial action taken or proposed to be taken with respect to such use or disclosure. f. Disclosure to U.S. Department of Health and Human Services If Covered Entity is required by law to obtain the following undertaking from E-rehab, E-rehab shall make its internal practices, books, and records relating to the use and disclosure of health information received from Covered Entity (or created or received by E-rehab on behalf of Covered Entity) available to the Subscriber and to the Secretary of the United States Department of Health and Human Services, for purpose of determining the Covered Entity s compliance with HIPAA. g. Access by Individuals Within ten (10) days of request by Covered Entity, E-rehab shall permit any individual whose PHI is maintained by E-rehab to have access to and to copy his or her PHI, in the format requested unless it is not readily producible in such format, in which case it shall be produced in hard copy format. h. Correction of PHI Amend PHI maintained by E-rehab in such manner as Covered

11 Entity may from time to time request. i. Amendment Upon the enactment of any law or regulation affecting the use or disclosure of PHI, or the publication of any decision of a court of the United States or of this state relating to any such law, or the publication of any interpretive policy or opinion of any governmental agency charged with the enforcement of any such law or regulation, Covered Entity may, by written notice to E-rehab, amend this agreement in such manner as Covered Entity determines necessary to comply with such law or regulation. If E-rehab disagrees with any such amendment, it shall so notify Covered Entity in writing within thirty (30) days of Covered Entity s notice. If the parties are unable to agree on an amendment within thirty (30) days thereafter, either of them may terminate this agreement on written notice to the other. j. Breach Without limiting the rights of the parties pursuant to section [refer to general section on breach] of this agreement, if E-rehab breaches its obligations under this section, Covered Entity may, at its option: i. Exercise any of its rights of access and inspection under paragraph 3 under this section; ii. Require E-rehab to submit to a plan of monitoring and reporting, as Covered Entity may determine necessary to maintain compliance with this agreement; and such plan shall be a part of this agreement. iii. Terminate this agreement, with or without an opportunity to cure the breach. Covered Entity s remedies under this section and section [refer to general section on breach] shall be cumulative, and the exercise of any remedy shall not preclude the exercise of any other. k. Procedure upon Termination Upon termination of this agreement E-rehab shall return or destroy all PHI that it maintains in any form, and shall retain no copies of such information or, if the parties agree that return or destruction is not feasible, it shall continue to extend the protections of this agreement to such information, and limit further use of the information to those purposes that make the return or destruction of the information infeasible.