Registration - Step 1 of 2
End User License Agreement (EULA)
This End User License Agreement (EULA) is a CONTRACT between you and JourneyHealthLabs Inc., ("JHL") which covers your use of JourneyHealthLabs, Inc.’s proprietary product ENCOURAGE software, which may include associated media, printed materials, and "online" or electronic documentation.If you do not agree to the terms of this EULA, then do not install or use the products.By installing or logging into ENCOURAGE software you are acknowledging and agreeing to be bound by the following terms.
Grant of Non-Exclusive License
JHL grants you the right to install and use ENCOURAGE software on your computer. You may not make copies of the same except as needed for backup and archival purposes.
Intellectual Property Rights Reserved by JHL ENCOURAGE software is protected by United States and international copyright laws and treaties, as well as other intellectual property laws and treaties. You must not remove or alter any copyright notices on any copies of ENCOURAGE software. ENCOURAGE software is licensed, not sold. Furthermore, this EULA does not grant you any rights in connection with any trademarks or service marks of JHL. JHL reserves all intellectual property rights, including copyrights and trademark rights.
No Right To Transfer
You may not rent, lease, lend or in any way distribute copies of or transfer any rights to ENCOURAGE software to third parties without JHL’s written approval and subject to approval by the recipient of the terms of this EULA.
Prohibition on Reverse Engineering, Decompilation, and Disassembly You may not reverse engineer, decompile, or disassemble ENCOURAGE software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
Third Party Rights
Any software provided along with ENCOURAGE software is associated with a separate license agreement is licensed to you under the terms of that license agreement.
JHL may provide you with support services related to ENCOURAGE software.Use of any such support services is governed by the JHL polices.Any supplemental software code or patches that JHL provides to you as part of the support services is to be considered part of the Software Product and is subject to the terms and conditions of this EULA.With respect to any technical information you provide to JHL as part of the support services, JHL may use such information for its business purposes, including for product support and development.JHL will not use such technical information in a form that personally identifies you.
Compliance with Applicable Laws
You must comply with all applicable laws regarding use of the ENCOURAGE software.
Without prejudice to any other rights, JHL may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software Product.
YOU ACCEPT THE SOFTWARE PRODUCT "AS IS" AND PI MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PI DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY , FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE JHL PRODUCT FAMILY , AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS.YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE JHL PRODUCT FAMILY REMAINS WITH YOU.
LIMITATION OF LIABILITY
THE LIMITATION OF LIABILITY IS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL JHL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION , OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE JHL PRODUCT FAMILY OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF JHL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES . IN ANY CASE, JHL'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT.
This Agreement will be governed by the laws of the State of New Jersey USA, excluding the application of its conflicts of law rules.This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.You agree that the Software will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations .This Agreement shall automatically terminate upon failure by you to comply with its terms.This Agreement may only be modified in writing signed by an authorized officer of JHL.
HIPAA Business Associate Agreement
Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in 45 CFR 160.103 and 164.501.
Examples of specific definitions:
a.) Business Associate. “Business Associate” shall mean Providence Technologies LLC, Inc.
b.) Covered Entity shall mean the Medical Practice that is named in the Installation Agreement.
c.) Individual. “Individual” shall have the same meaning as the term “individual in 45 CFR 164.501 and shall include a person who qualifies as a personal representative in accordance with 45 CFR 160.103.
d.) Privacy Rule. “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164 subparts A and E.
e.) Protected Health Information. “Protected Health Information” shall have the same meaning as the term “protected health information” in 45 CFR 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity.
f.) Required by Law. “Required by Law” shall have the same meaning as the term “required by law” in 45 CFR 160.103.
g.) Secretary. “Secretary” shall mean the Secretary of the Department of Health and Human Services or his designee.
h.) Electronic Protected Health Information. “Electronic Protected Health Information” shall have the same meaning as the “electronic protected health information” in 45 CFR 160.103.
i.) Security Rule. “Security Rule” shall mean the Security Standards for the Protection of Electronic Health Information at 45 CFR part 160 and part 164, subpart A and C.
Obligations and Activities of Business Associate
a.) Business Associate agree to not use or further disclose Protected Health Information other than as permitted or required by the Agreement or as Required by Law.
b.) Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by this Agreement. Business Associate further agrees to implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of any Electronic Protected Health Information that Business Associate creates, receives, maintains or transmits on behalf of Covered Entity under the Agreement.
c.) Business Associate agree to mitigate to the extend practicable, any harmful effect that is know to the Business Associate of a user or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement.
d.) Business Associate agrees to report to Covered Entity any use or disclosure of the Protected Health Information not provided for by this Agreement. Business Associate shall also promptly report to Covered Entity any incident involving Electronic Protected Health Information of which Business Associate becomes aware.
e.) Business Associate agrees to ensure that any agent including a subcontractor, to whom it provided Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity, agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information. To the extend that any of Business Associate’s agents or subcontractors will have access to any Electronic Protected Health Information, Business Associate shall require such agents and subcontractors to agree to implement reasonable and appropriate safeguards to protect such Electronic Protected Health Information.
f.) Business Associate agrees to provide access, at the request of the Covered Entity, and in the time and manner designated by the Covered Entity, to Protected Health Information in a Designated Record Set, to Covered Entity, or as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR 164.524.
g.) Business Associate agrees to make any amendments(s) to Protected Health Information in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 CFR 164.526 at the request of Covered Entity or an Individual, and in the time and manner designated by Covered Entity.
h.) Business Associate agrees to make internal practices, books and records relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity available to the Covered Entity or the Secretary, in a time and manner designated by the Covered Entity or the Secretary, for purposes of the Secretary determining Covered Entity’s compliance with the Privacy Rule.
i.) Business Associate agrees to document such disclosure of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164.528.
j.) Business Associate agrees to provide to Covered Entity or an Individual, in time and manner designated by Covered Entity, information collected in accordance with Section (f) of this Agreement, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164.528.
Permitted Uses and Disclosures by Business Associate
General Use and Disclosure Provisions
Except as otherwise limited in this Agreement, Business Associate may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Providence Technologies LLC, Inc. EULA provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity.Specific Use and Disclosure Provisions a.) Except as otherwise limited in this Agreement, Business Associate may use Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.
b.) Except as otherwise limited in this Agreement, Business Associate may disclose Protected Health Information for the proper management and administration of the Business Associate, provided that disclosures are required by law, or 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 notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
c.) Except as otherwise limited in this Agreement, Business Associate may use Protected Health Information to provide Data Aggregation services to Covered Entity as permitted by 42 CFR 164.504(e)(2)(i)(B).
Obligations of Covered Entity
Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions.
a.) Covered Entity shall provide Business Associate with the notice of privacy practices that Covered Entity produces in accordance with 45 CFR 164.520, as well as any changes to such notice.
b.) Covered Entity shall provide Business Associate with any changes in, or revocation of, permission by Individual to use or disclose Protected Health Information, if such changes affect Business Associate’s permitted or required uses and disclosures.
c.) Covered Entity shall notify Business Associate of any restriction to the use or disclosure or Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR 164.522.
Permissible Requests by Covered Entity
Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Covered Entity.
Terms and Termination
a.) Term. The Term of this Agreement shall be effective as of the date on which the Covered Entity signs this Agreement and shall terminate when all of the Protected Health Information provided by the Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity or if it is infeasible to return or destroy Protected Health Information, protections are extended to such information, in accordance with the termination provisions in this Section.
b.) Termination for Cause. Covered Entity shall have the right to terminate this Agreement upon (30) day written notice to Business Associate in the event the Business Associate shall breach a material provision of this Agreement, and such breach is not cured within that thirty (30) day notice period.
c.) Effect of Termination.
a. Except as provided in paragraph (2) of this section, upon termination of this Agreement, for any reason, Business Associate shall return or destroy all Protected Health Information received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the Protected Health Information.
b. In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual agreement of that Parties that return or destruction of Protected Health Information is infeasible, Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information.