Important Agreements & Compliance Information

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   Health Gorilla SaaS Terms of Use

User Agreement (Effective: May 15, 2017)

THIS IS A LEGALLY BINDINGAGREEMENT between Health Gorilla, Inc., a Delaware Corporation (“We” or “Us”) and You, as a User of our internet enabled Services. BY CLICKING “SIGN UP” OR THROUGH THE CONTINUED USE OF THESYSTEM, YOU ARE UNDERTAKING LEGAL OBLIGATIONS AND CONFERRING LEGAL RIGHTS.  Please read this Agreement carefully, and do not click “Sign up” or continue use of the Services unless You agree fully with its terms. You and We are collectively referred to as the “Parties.”

1. Definitions

For the purposes of this Agreement, the terms set forth in this section have the meanings assigned to them below. Terms not defined below (whether or not capitalized) have the definitions given them in HIPAA, unless the context requires otherwise:

“Authorized Workforce” means those participants who are individually authorized by You as per the terms of a valid SaaS contract and/ or Your Workforce and/ or a Participant, and Us to have access to the Services to assist You and to whom We have assigned a unique identifier for access to the Services. By granting access to the Services, You agree, represent, and warrant that these Participants: 1) are required to have confidentiality agreements in place; and 2) for which You assume, agree, represent, and warrant that You will be fully liable for any of their acts and/ or omissions to fully comply with this Agreement at all times as per Section 16 below.    

“Confidential Information” means any information in the Services concerning Our business, financial affairs, current or future products or technology, trade secrets, workforce, customers, or any other information that is treated or designated by Us as confidential or proprietary or would reasonably be viewed as confidential or as having value to Our competitors. Confidential Information shall not include information that We make publicly available or that becomes known to the general public other than as a result of a breach of an obligation by You. Confidential Information does not include individuals’ Health Information.

“Data” means any proprietary information that is the exclusive intellectual property of Us, that we provide You by virtue of the Services in any form, in any computer program in machine readable form, including machine code, object code, source code, open-source code, any open-source code, and any derivative thereof.

“De-identified Health Information” means personal information from which a User’s name and other unique identifiers have been removed pursuant to C.F.R. Section 164.514(b)(1) of the HIPAA Privacy Rule, and from which the User cannot reasonably be identified

“De-Identified Information” means De-Identified Health Information and De-Identified Personal Information.

“De-Identified Personal Information” means personal information from which a User’s name and other unique identifiers have been removed in accordance with applicable laws, rules, and regulations, and from which the User cannot reasonably be identified.

”Health Gorilla Clinical Network” means any organization or entity that exchanges with or provides Data in the Services to You and/ or Your Authorized Workforce.    

“Health Information” means Protected Health Information and Personal Information collectively.


“HIPAA” means the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996, and the regulations promulgated thereunder, including the Privacy Rule and the Security Rule.

“HITECH Act” means the Technology for Economic and Clinical Health Act of 2009, and regulations promulgated thereunder.

 “Participant” means Your Site, and/or You, as it participates in the Health Gorilla Clinical Network within the Services. For the sake of clarity, this means any User that gains access to the System.

“Personal Information” means information that identifies You personally as a User of the Services, and all information concerning You and Your use of the Services that is not Protected Health Information.    

“Platform” means the Health Gorilla software environment and database that is available via the internet and includes any and all applicable APIs that Health Gorilla makes available to You and/ or your Authorized Workforce.

“Policies and Procedures” means our rules, regulations, policies and procedures for access to and use of the System, as changed from time to time and as posted electronically on our Internet web site.  You agree that any policies and procedures will be retroactively applicable to the date of first use by You and/ or Your Authorized Workforce on the Services.

“Privacy Rule” means the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E.

“Protected Health Information” has the meaning given it in the Privacy Rule and includes all individually identifiable information concerning Your patients that You provide to the System.

“Record Share” means the feature of the Services through which We make Your Health Information available to other users of the Services with Your consent, or make Health Information of other users of the Services available to You with their consent.

“Security Rule” means the Security Standards for the Protection of Electronic Protected Health Information at 45 CFR part 160 and part 164,subparts A and C.

“Service(s)” means the services to which You have been granted access. Services may include, but not limited to: 1) all Data, including but not limited to, Health Information retrieval, lab ordering, managing Your Health Information, and analytics; 2) the Health Gorilla Clinical Network; 3) the Platform; and 4) the System.
‍    
“System” means the internet enabled and/ or other electronic communication, Platform and Services from time to time operated by Us, used or provided by Us, and all such hardware and software installed at or accessed from Your site, and all documentation provided by Us in connection with the System, paper or electronic.    

“Term” means the initial term and all renewal terms of this Agreement as provided in Section 15.1.

“Us” and/ or and/ or “Our” and/ or “We” means Health Gorilla Inc. and/ or Health Gorilla Latin America LLC.

“User” and/ or “You” means You and/ or your Authorized Workforce, and/ or the Workforce.

“User ID” means a unique User identification assigned to an individual User pursuant to Section 3.

“Workforce” means employees and/ or authorized third-party users and/ or independent contractors that have granted access to the Services that are: 1) are required to have confidentiality agreements in place;  and2) for which You assume, agree, represent, and warrant that you will be fully liable for any of their acts and/ or omissions to fully comply with this Agreement at all times as per Section 16 below.    

“Your Health Information” means Health Information that You or Your Authorized Workforce have contributed into via the Services.

“Your Site” means the location You provided Us upon registration, and such other location or locations as We may approve from time to time.

2. Grant of Right to Use Services

2.1 We grant to You and You accept an exclusive, personal, nontransferable, non-assignable, revocable, limited right to have access to and to use the Services, for the purpose of obtaining the Services during the Term, subject to Your full compliance with the terms and conditions set forth in this Agreement and with our Policies and Procedures. You will not: (a) use the Services for time-sharing, rental or service bureau purposes; (b) make the Services or any Data that is provided by the Services, in whole or in part, available to any other person, entity or business; (c) copy, reverse engineer, decompile or disassemble the Services, in whole or in part, or otherwise attempt to discover the source code, object code, any incorporate Open Source Software, any derivative, the output and any aggregated data as a result of executable or non-     executable formats used in the Services; or (d) modify the Services or the System or associated software or combine the Services or the Services with any other software or services not provided or approved by Us.  You will obtain no rights to the Services except for the limited rights to use the Services expressly granted by this Agreement.

2.2 The Services include certain third-party software and services, which may require that You enter into separate subscription or licensing agreements with third-party vendors. We may also make available optional Systems provided by third parties, such as billing, electronic ordering and clinical laboratory reporting services. You agree to comply with, and upon request to execute, such agreements as may be required for the use of such software or services, and to comply with the terms of any license or other agreement relating to third-party products included in the Services or made accessible to You through the Services. Your use of the Services or of such third-party products or services will constitute Your agreement to be bound by the terms of all licensing, subscription and similar agreements relating to such use.

2.3 This Section 2 will survive the termination or expiration of this Agreement for any reason.

3. Access to the System

3.1 Verification. You agree that Your use of the Services is subject to verification by Us of Your identity. You agree that We may use and disclose Your Health Information for such purposes, including (without limitation)making inquiry of third parties concerning Your identity and professional and practice credentials. You authorize such third parties to disclose to Us such information as We may request for such purposes, and You agree to hold them and Us harmless from any claim or liability arising from and/ or relating to the request for or disclosure of such information. You agree that We may terminate Your access to or use of the Services at any time if We are unable at any time to determine or verify Your identity, qualifications, or credentials.

3.2 Permitted Uses. Subject to the terms of this Agreement, and in accordance with Section 2 herein, You may use Your Health Information for any purpose expressly permitted by applicable law. If You are granted access rights to another users Protected Health Information, You may use such information for treatment and for obtaining payment for treatment; provided that, except as expressly authorized in our Policies and Procedures, or as by applicable Law, including but not limited to HIPAA and HITECH, (or if authorization is permitted by future applicable Laws, Regulations, and/ or Rules, including but not limited to TEFCA, should additional data access rights become available): (i) You may access only information pertaining to individuals with whom You have a treatment relationship or for whom a provider who has a treatment relationship with the individual has requested a professional consultation from You, or from whom You have received authorization to use their Health Information, for or if You have received or requested Y     our own patient health records(ONC 21st Century Cures Act); (ii) You may use only the minimum necessary information for payment purposes; and (iii) for any other necessary business purposes and/ or uses in accordance with current Laws. You agree that You will not access the System or use the Services for any other purposes. In particular:

3.2.1.1 You will not reproduce, publish, or distribute content in connection with the Services that infringes any third party’s trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right;

3.2.1.2 You will comply with all applicable laws, including laws relating to maintenance of privacy, security, and confidentiality of patient and other Health Information and the prohibition on the use of telecommunications facilities to transmit illegal, obscene, threatening, libelous, harassing, or offensive messages, or otherwise unlawful material;

3.2.1.3 You will not: (a) abuse or misuse the Services, including gaining or attempting to gain unauthorized access to the Services, or altering or destroying information in the Services except in accordance with accepted practices; (b) using the Services in a manner that interferes with other Users’ use of the Services; or (c) using the Services in any manner that violates our Policies and Procedures; (d) or use any ad blocking mechanism, device, or tool to prevent the placement of advertisements in the System and/ or the Service.

3.3 Clinical Support Information. We may provide information to assist You in clinical decision-making. This may include information and reminders concerning lab test results, drug interactions, allergies, dosages, as well as general health-care related information and resources. We may also provide forums for our users to exchange information. The information and materials available through this site are for informational and educational purposes only and are not intended to constitute professional advice, diagnosis or treatment, or to substitute for Your professional judgment. Information maybe placed on our Internet site by Us and by third parties beyond our control. We are not responsible for the accuracy or completeness of information available from or through our site. While You are permitted to use Our Services for this information, We bear no liability in connection to any acts or omissions or liability in any form for how You choose to advise, diagnose, or otherwise treat Your patients or clients, or how You choose to pass along this information to third-parties.

We do not recommend or endorse any provider of health care or health-related products, items or services, and the appearance of materials on this site relating to any such products, items or services is not an endorsement or recommendation of them. You agree to review the definitions, functionality, and limitations of the Services, and to make an independent determination of their suitability for Your use. We and Our suppliers and licensors disclaim all warranties, whether expressed or implied, including any warranty as to the quality, accuracy, and suitability of the information provided by the System for any purpose.

3.4 Safeguards.

3.4.1 
You will implement and maintain appropriate and industry standard administrative, physical and technical safeguards to protect information within the Services from access, use or alteration from Your Site or using a User ID assigned to You. Such safeguards shall comply with federal, state, and local requirements, including the Privacy Rule and the Security Rule, whether or not You are otherwise subject to HIPAA. You will maintain appropriate security with regard to all personnel, systems, and administrative processes used by You to transmit, store and process electronic Health Information through the use of the Services.

3.4.2 
You will immediately notify Us of any breach or suspected breach of the security of the Services of which You become aware, or any unauthorized use or disclosure of information within or obtained from the Services, and You will take such action to mitigate the breach or suspected breach as We may direct, and will cooperate with Us in investigating and mitigating the breach.

3.5 Location of Access. You are authorized to access the Services solely from Your Site, and from other sites from which You have received express written and signed approval from Us to access the Services.

3.6 Compliance. You will comply with the terms of this Agreement, our Policies and Procedures, and all applicable laws and regulations. You will be solely responsible for the use of the Services by You and Your Authorized Workforce.

3.7 User Identification. We authorize You to use the User IDs assigned to You by Us. You acquire no ownership rights in any User ID, and User IDs may be revoked or changed at anytime in our sole discretion. You will adopt and maintain reasonable and appropriate security precautions as are standard in the industry for User IDs to prevent their disclosure to or use by unauthorized persons. Each member of Your Authorized Workforce shall have and use a unique identifier. You will use Your best efforts to ensure that no member of Your Authorized Workforce uses a User ID assigned to another person, or otherwise gains unlawful access to the Services.  In addition to the indemnification rights that We have in this Section 16, You also agree to full compensate Us from any lost revenue, business losses, or other monetary losses that We incur because You allowed unauthorized third- parties to access the System in this Section and in Section 3.8.

3.8 No Third-Party Access. Except as required by law, You will not permit any third-party (other than Your Authorized Workforce) to have access to the Services and/ or to use the Services without our prior express written agreement. You will promptly notify Us of any order or demand for compulsory disclosure of Health Information if the disclosure requires access to or use of the System. You will cooperate fully with Us in connection with any such demand.

 3.9 Your Authorized Workforce.

 3.9.1 You may permit Your Authorized Workforce to use the Services on Your behalf, subject to the terms of this Agreement. You will:

3.9.1.1 
obtain a unique User ID from Us for each member of Your Authorized Workforce;

3.9.1.2 
train all Participants of Your Authorized Workforce in the requirements of this Agreement and the Policies and Procedures relating to their access to and use of the Services, and ensure that they comply with such requirements;

3.9.1.3 
take appropriate disciplinary action against any member who violates the terms of this Agreement or the Policies and Procedures;

3.9.1.4 
ensure that only You and Your Authorized Workforce access the Service from Your Site;

3.9.1.5 
immediately notify Us of the termination of employment of any member of Your Authorized Workforce, or of Your withdrawal of authorization for any such person to access the Service.

3.10 Patient Portal.   If you are a provider in the System, You may make Health Information available to Your patients through our Patient Portal. You are solely responsible for the information that You make available through the Patient Portal, for granting access rights to Your patients, and for revoking access rights. You agree that You will not use the Patient portal to make available the Health Information of any person under the age of 18 years. You acknowledge and agree that, if a patient of Yours authorizes the disclosure of his or her Health Information to Health Gorilla Inc. for inclusion in his or her personal health record, Health Gorilla may, from time to time for as long as the authorization is in effect, transfer the patient’s Health Information from the health record Health Gorilla maintains for You to a personal health record maintained separately by Health Gorilla for the patient. Information in the separate personal health record is distinct from Your patient health record, and is not subject to this User Agreement, or to our obligations to You as Your business associate. Personal health record information of patients who do not authorize the disclosure of their Health Information to Health Gorilla for inclusion in a separate personal health record will be held as part of the health record that Health Gorilla maintains for You, and will be subject to the terms of this User Agreement and our business associate obligations.

3.11 Forums. We may offer forums for the exchange of information among our users. You agree to comply with all applicable forum rules. In particular, You understand that We do not assure the accuracy, reliability, confidentiality or security of information made available through the use of such forums. You acknowledge that any information You post in a forum or discussion group is available to the public and may result in Your receiving communications from others outside our site. You are responsible for safeguarding the privacy of Your and Your patients’ personal information when You participate in forums, discussion groups and the like. You agree not to disclose individually identifiable Health Information through such forums.

3.12 Compliance with Law. Subject to the provisions of Section 16, You are solely responsible for ensuring that Your use of the Services (including making Health Information available through the Services) complies with applicable law. You will not undertake or permit any unlawful use of the Services or take any action that would render the operation or use of the Services by Us or any other User unlawful. We offer no assurance that Your use of the Services under the terms of this Agreement will not violate any law or regulation applicable to You.

3.13 Professional Responsibility. You will be solely responsible for the professional and technical services You provide. We make no representations concerning the completeness, accuracy or utility of any information in the Services, or concerning the qualifications or competence of individuals who placed it there. We have no liability for the consequences to You or Your patients of Your use of the Services.

3.14 Cooperation. You will cooperate with Us in the administration of the Services, including providing reasonable assistance in evaluating the Services and collecting and reporting data requested by Us for purposes of administering the Services.

3.15 This Section 3 will survive the termination or expiration of this Agreement for any reason.

4. Use of Information

4.1 Purpose of Services. The purpose of the Services is to facilitate the ordering of lab tests or procedures and the viewing and analysis of the results, the analysis of data from other health monitoring and other devices and other data as integrated from time to time, and (i) to make it available to You; (ii) to facilitate the sharing of individuals’ Health Information among Users, and(iii) to make Health Information available to Your patients through the Patient Portal. You may make Your Health Information accessible to other Users and to Your patients through the Services for these purposes. If You are a patient using the Patient Portal, then you can request, view, and share Your medical records from providers or from the Health Gorilla Clinical Network. You authorize Us, as Your business associate, to use and disclose Your Health Information as follows, subject to the recipient's agreement to comply with our Policies and Procedures and with applicable laws and regulations relating to the use and disclosure of Health Information, and subject also to the provisions of section 9:

4.1.1 We will permit access to Your Health Information to You.

4.1.2 We will permit access to Your Health Information to Your patients to whom You have agreed to grant access through our Patient portal.

4.1.3 We will permit access to Your Health Information by health care providers and their business associates to whom You have consented to provide access for treatment and payment and/ or any other lawful purpose through the sharing/referral features of the Service. We will obtain Your consent before We make Your Health Information available to other providers. You acknowledge that once We have granted access rights to another provider, We have no control over the uses and disclosures that the provider makes of Your Health Information.

4.1.4 We may disclose or permit access to Your Health Information to health plans, health care clearinghouses, medical groups, independent practice associations and other parties responsible for payment and their business associates for the purpose of obtaining payment for services You provide, unless You advise Us in writing that the patient has paid out of pocket in full for the service to which the Health Information relates, and has requested that it not be disclosed to his or her health plan.

4.1.5 We may De-Identify Your Health Information, and use and disclose De-Identified Information as provided by Section 5 and Section 7.

4.1.6 We may create limited data sets from Your Health Information, and disclose them for any purpose for which You may disclose a limited data set; and You hereby authorize Us to enter into data use agreements on Your behalf for the use of limited data sets, in accordance with applicable law and regulation.

4.1.7 We may use Your Health Information in order to prepare analyses and reports, such as activity or quality-metrics reports, or any other reports the System makes available, in order to render these reports to You. Such reporting will be done in a manner that does not make any disclosure of Your Health Information that You would not be permitted to make.

4.1.8 We may use Your Health Information for the proper management and administration of the System and our business, and to carry out our legal responsibilities. We may also disclose Your Health Information for such purposes if the disclosure is required by law, or We obtain reasonable assurances from the recipient that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the recipient, and the recipient notifies Us of any instances of which it is aware in which the confidentiality of the information has been breached. Without limiting the foregoing, We may permit access to the system by our contracted system developers under appropriate confidentiality agreements.

4.1.9 We may use Your Health Information to contact Your patients on Your behalf for any purpose for which You would be permitted to contact them, including, without limitation:
    (a) For treatment, including sending appointment and requisition reminders;
    (b) For case management and care coordination, or to direct or recommend alternative treatments, therapies, health care providers or settings of care;
    (c) To request authorization on Your behalf from Your patients to use or disclose their Health Information for any purpose for which use or disclosure may be made with an appropriate authorization, including marketing purposes. You agree that We may also use and disclose Your patient’s Health Information as permitted by any such authorization; and
    (d) To provide information about health-related products or services that You provide, or that We provide on Your behalf as Your business associate.

4.1.10 We may use or disclose Your Health Information for other purposes, as from time to time described in our Policies and Procedures; provided that We will not make or permit any such use or disclosure that would violate applicable law or regulation if made by You or Your business associate. Except as provided in subsection 4.1.7 and subsection 4.1.8, and notwithstanding any other provision of this section, We will not use or disclose Your Health Information in any manner that would violate the requirements of the Privacy Rule if done by You.

4.2 Responsibility for Misuse by Other Users. You acknowledge that in granting access to the System for the purposes set forth in Section 4.1, We will rely on the assurances of the recipients of the information as to (i)their identity and credentials, (ii) the purposes for which they are accessing the Services, and (iii) the nature and extent of the information to which they will have access. You acknowledge that, while the Services will contain certain technical safeguards against misuse of the Services, it will rely to a substantial extent on the representations and undertakings of Users. You agree that We will not be responsible for any unlawful access to or use of Your Health Information by any User resulting from the User’s misrepresentation to Us, or breach of the User’s User agreement or our Policies and Procedures.

4.3 Specially Protected Information. We apply the standards of the Privacy Rule in permitting access to the System. You acknowledge that other federal and state laws impose additional restrictions on the use and disclosure of certain types of Protected Health Information to certain classes of individuals. You agree that You are solely responsible for ensuring that Your Health Information may properly be disclosed for the purposes set forth in section 4.1, subject only to the restrictions of the Privacy Rule. In particular, You will:

4.3.1 not make available through the System any information subject to any restriction on use or disclosure (whether arising from Your agreement with the individual or under law), other than the general restrictions contained in the Privacy Rule;

4.3.2 obtain any necessary consents, authorizations or releases from individuals required for making their Health Information available through the System for the purpose set forth in section 4.1;

4.3.3 include such statements(if any) in Your notice of privacy practices as may be required in connection with Your use of the System;

4.3.4 not place in the System any information that the You know or have reason to believe is false or materially inaccurate.

4.4 Share as a Provider. With Your consent, We will make Your online      health record for any patient You designate accessible to any other User of the System whom You approve. You may revoke Your consent with respect to any other User at any time, which shall limit access from that time forward. While Your consent is in effect, an approved User, depending upon whether they were a Provider or a Patient, may view and/ or edit any health record.  You have designated for his or her use. If You revoke Your consent, the approved User will continue to have the ability to view to the health record in the form in which it existed at the time You revoked Your consent but will not be able to view changes made to the record thereafter and will not be able to edit the record. The same rules apply to Your use of another User’s record who approves access for You. You and Your Authorized Workforce are fully responsible for the information in any chart that You share. You and/or Your Authorized Workforce should not share patient information that violates any state and/or federal laws, such as a positive HIV test result. In the future, Health Gorilla may allow You to share only subsections of a patient chart or may allow a referee to share the patient chart with others, in either case, Health Gorilla will obtain Your consent before using allowing the use of such features. In any event, but especially in cases of potential fraud, misuse and/or abuse of the System, Health Gorilla reserves the right, in its sole judgment, to revoke, remove, cancel or deny continued access to any health record or any Share request.

4.5 This Section 4 will survive the termination or expiration of this Agreement for any reason.

5. Providing Physician Data to Payers

Without limiting the provisions of Section 7, You agree that We may provide De-Identified Health Information and other information (including Your Personal Information and information concerning Your practice to any medical group, independent practice association of physicians, health plan or other organization with which You have a contract to provide medical services, or to whose members or enrollees You provide medical services. Such information may identify You, but will not identify any individual to whom You provide services. Such information may include (without limitation) aggregate data concerning Your patients, diagnoses, procedures, orders and the like.

This Section 5 will survive the termination or expiration of this Agreement for any reason.

6. Product and Service Notifications.

As expressly permitted by this Agreement or by our Policies and Procedures, unless We obtain Your consent, We will not disclose to any third party any information that identifies You to enable the third party to market products or services to You directly.

7. Intellectual Property Rights

As expressly permitted by this Agreement or by our Policies and Procedures, unless We obtain Your consent, We will not disclose to any third party any information that identifies You to enable the third party to market products or services to You directly.

7.1  Identifiable Health Information. Except as provided in Section 7.2 (De-Identified Information), You retain all rights with regard to Your Protected Health Information.

7.2 De-Identified Information. In consideration of our provision of the Services, You hereby transfer and assign to Us all an irrevocable right, title and interest in and to all De-Identified Information that We make from Your Health Information pursuant to Section 4.1.5. or any other lawful source. You agree that We may use, disclose, market, license and sell De-Identified Information for any purpose without restriction, and that You have no have no further lawful or equitable interest in such information, or in the proceeds of any sale, license, or other commercialization thereof. You acknowledge that the rights conferred by this section are the principal consideration for the provision of the Services, without which We would not enter into this Agreement.

7.3 Other Works and Information. You agree that any information, material or work product You provide to this site, other than Protected Health Information and Personal Information which has not been De-Identified, is the exclusive intellectual property of Health Gorilla, and by submitting such content or material transfer You agree that We may use, disclose, market, license and sell this information and therefore assign to Us all an irrevocable right, title and interest in and to in such content or material for any purpose without restriction, and that You have no have no further lawful or equitable interest in such information, or in the proceeds of any sale, license, or other commercialization thereof.  You agree that We may use, disclose, market, license and sell such information and works, including derivative products, without restriction. This includes, for example, Data(other than Protected Health Information or Personal Information which has not been De-Identified) that You contribute to forums, discussion groups and the like. Furthermore, You agree that Health Gorilla may use, disclose, market, license and sell such material or content, and that You have no interest in the information, or in the proceeds of any sale, license, or other commercialization thereof. You warrant and agree that any material You provide will not infringe on the intellectual property or other rights of others, and will not be otherwise unlawful, infringing, threatening, libelous, defamatory, obscene, pornographic, or in violation of any law.

7.4 This Section 7 will survive the termination or expiration of this Agreement for any reason.

8. Individuals’ Rights

You shall be solely responsible for affording individuals their rights with respect to Your Health Information, such as the rights of access and amendment. You will not undertake to afford an individual any rights with respect to any information in the Services other than Your Health Information.

9. Business Associate Provisions

You shall be solely responsible for affording individuals their rights with respect to Your Health Information, such as the rights of access and amendment. You will not undertake to afford an individual any rights with respect to any information in the Services other than Your Health Information.

In maintaining, using and affording access to Your Health Information in accordance with this Agreement, We will:

9.1 Not use or further disclose the information except as permitted or required by this Agreement or as required by law;

9.2 Use appropriate safeguards to prevent use or disclosure of the information other than as provided for by this Agreement, including administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the information;

9.3 Report to You any use or disclosure of the information not provided for by this Agreement of which We become aware, or any security incident as a result of which We determine that unauthorized access has been obtained to Your Protected Health Information;

9.4 Ensure that any of our agents or subcontractors to whom We provide Your Health Information for purposes of assisting Us in providing the Services, agrees to the same restrictions and conditions that apply to Us with respect to such information, including the obligation to implement reasonable and appropriate safeguards to protect it (it being understood that other Users of the System are not our agents or subcontractors);

9.5 Make available Protected Health Information in accordance with § 164.524 of the Privacy Rule;

9.6 Make available Protected Health Information for amendment and incorporate any amendments to Protected Health Information in accordance with Sect 164.526 of the Privacy Rule;

9.7
 Make available the Protected Health Information required to provide an accounting of disclosures in accordance with Sect; 164.528 of the Privacy Rule;

9.8 Make our internal practices, books, and records relating to the use and disclosure of protected Personal Health Information received from, or created or received by Us on Your behalf available to the Secretary of the United States Department of Health and Human Services for purposes of determining Your compliance with the Privacy Rule; and

9.9 Upon termination You understand and agree that it is infeasible to return and to destroy all identifiable and/ or unidentifiable Health Information received from, or created or received by Us on Your behalf.  We still maintain such Health Information in any form, and retain copies of such information; notwithstanding the foregoing we will extend the protections of this Agreement to the information and limit further uses and disclosures to those purposes that are valid under current Law. You acknowledge that it will be infeasible to segregate Your Health Information for removal from the Services.  We will maintain a version of those records through the time You withdraw Your approval, and We will continue to make those records available to the approved(or formerly approved) User. You acknowledge that You may have to purchase proprietary software in order to access such information.

9.10 HITECH Act. As required by the HITECH Act:
    (a) We will comply with the provisions of the HIPAA Security Rule that are made applicable to business associates by section 13401(a) of the HITECH Act, with the additional provisions of the HITECH Act relating to security that are made applicable to business associates and incorporated into business associate contracts by section 13401(a) of the HITECH Act, and with the additional provisions of the HITECH Act relating to privacy that are made applicable to business associates and incorporated into business associate contracts by section 13404(a) of the HITECH Act.
    (b) We will report to You the discovery of any breach of unsecured Protected Health Information that We access, maintain, retain, modify, record, store      destroy or otherwise hold, use or disclose on Your behalf, in compliance with the requirements of Section 13402 of the HITECH Act and the regulations promulgated thereunder (45 CFR Parts 160 and 164, Subpart D), and We will cooperate reasonably with You to investigate and mitigate any such breach, and to provide You with information You need to make any legally required notification to individuals.  For the sake of clarity, You shall be fully responsible for both the total costs and the effort required for notification in the event of a breach of any applicable provision of HIPAA and HITECH.

9.11.  This Section 9 will survive the termination or expiration of this Agreement for any reason.

10. Computer Systems

10.1 Your Systems. You will acquire, install, configure and maintain all hardware, software and communications systems necessary to access the Services(Your “Implementation”). Your Implementation will comply with the specifications from time to time established by Us. You will ensure that Your Implementation is compatible with the Services. If We notify You that Your Implementation is incompatible with the Services, You will eliminate the incompatibility, and We may suspend Services to You until You do so.

10.2 Assistance. Upon request, We may provide goods or services in connection with Your Implementation. You will pay our then standard charges for such assistance, and our out-of-pocket costs.

11. Third-Party Sites and Service Providers

11.1 Third-Party Sites. The System may contain hyperlinks to Internet web sites operated by third parties, or to materials or information made available by third parties. Such third parties may offer goods or services for sale to You. Such links do not constitute or imply our endorsement of such third parties, or of the content of their sites, the quality or efficacy of their goods or services, or their information privacy or security practices, and We have no responsibility for information, goods or services offered or provided by such third parties, or for the manner in which they conduct their operations. You ruse of third-party sites and the materials, goods and services offered by them is entirely at Your own risk and is subject to the terms of use of the third parties operating or providing them. You should assume that any Internet page or other material that does not bear the Health Gorilla logo is provided by a third party.

11.2 Health Gorilla Miscellaneous.

11.2.1 Access and Uses. 
Health Gorilla facilitates the transmission of Health Information in the Services among Participants in the Health Gorilla Clinical Network in accordance with the Permitted Use. Transmission of information may include electronic ordering information between participants in the Health Gorilla Clinical Network, through which requisition benefit and history information, including eligibility, insurance coverage, and other information, is transmitted electronically between Participants in the Health Gorilla Clinical Network from Data (as defined above) to a practitioner at the point of ordering, and through which ordering messages are routed electronically from a practitioner to the vendor of a patient’s choice. Practitioner hereby agrees and acknowledges that Health Gorilla will use the Health Gorilla Clinical Network to facilitate various features in the Services. Furthermore, Practitioner agrees to access and utilize the Health Gorilla Clinical Network only in accordance with the terms and conditions of this Agreement as it pertains generally to Services and in addition to the terms and conditions set forth in this Section. Examples of Data herein include: (a) health benefit payor or ACO Group Administrator, or other similar entity which has entered into a written agreement with Health Gorilla to allow access through the Health Gorilla Clinical Network to information in its possession; and (b) a diagnostic laboratory, diagnostic laboratory chain, an entity that has contracted with Health Gorilla to become either a vendor or practitioner aggregator and is designated as such by Health Gorilla or other entity which has entered into a written agreement with Health Gorilla to allow access through the Services to information in its possession.

11.2.2 Confidentiality. You agree to keep confidential any and all of Health Gorilla confidential information, as well as the confidential information of all entities that have contracted with Health Gorilla to become either a vendor or practitioner aggregator and is designated as such by Health Gorilla (certified aggregators),entities that have been designated by Health Gorilla as a value-added reseller of the Health Gorilla Services and connectivity to other entities that aggregate practitioners and/or vendors (certified VAR), Data Sources, practitioners, health care providers, or facilities, technology vendors, and other entities or individuals that have entered into a written agreement with Health Gorilla either directly or indirectly, in order to access, provide, or communicate through the Health Gorilla Clinical Network, whether explicitly marked confidential or reasonably believed to be confidential.

11.2.3 Compliance with Applicable Law. You are required to and must certify that You have obtained any and all necessary patient consents and authorizations required by applicable law including, without limitation, all federal, state, local, common law, rules, regulations, directives, and guidelines prior to using any of Services, including, without limitation, its electronic ordering service. You hereby agree and provide assurances that all messages transmitted via the Services originate from legally authorized locations. Health Gorilla reserves the right to terminate use of the Services for any reason with or without notice.

11.2.4 Disclaimer.  HEALTHGORILLA MAKES NO REPRESENTATION OR WARRANTY REGARDING THE AVAILABILITY THROUGH THE SERVICES ANY PARTICULAR DATA OR OTHER PARTICIPANT IN THE SERVICES AT ANY TIME, AND DATA AND OTHER PARTICIPANTS IN THESERVICES MAY BE ADDED OR DELETED WITHOUT PRIOR NOTICE. YOU ACKNOWLEDGE AND AGREE THAT AT ANY TIME ANDWITHOUT PRIOR NOTICE, CERTAIN SOURCES OF DATA MAY ELECT NOT TO RECEIVE REQUISITIONS AND/OR OTHER MESSAGES. YOU FURTHER AGREE THAT AS THE TREATING PHYSICIAN OR OTHER HEALTH CARE PROVIDER, YOU HAVE VERIFIED REQUISITION BENEFIT OR REQUISITION HISTORY INFORMATION WITH EACH PATIENT AND/OR THE PATIENT’S REPRESENTATIVES BEFORE SUCH INFORMATION IS RELIED UPON OR UTILIZED IN DIAGNOSING OR TREATING THE PATIENT. HEALTH GORILLA DOES NOT AND CANNOT INDEPENDENTLY VERIFY OR REVIEW THE INFORMATION TRANSMITTED THROUGH THE SERVICES FOR ACCURACY AND COMPLETENESS. THE SERVICES ARE NOT INTENDED TO SERVE AS A REPLACEMENT FOR A WRITTEN REQUISITION WHERE NOT APPROVED AS SUCH BY THE APPROPRIATE GOVERNMENTAL AUTHORITIES OR WHERE SUCH WRITTEN REQUISITION IS REQUIRED FOR RECORD KEEPING PURPOSES, OR APPLICABLE REQUISITION DOCUMENTATION. USE OF THE SERVICES IS NOT A SUBSTITUTE FOR A HEALTHCARE PROVIDER’S STANDARD PRACTICE OR PROFESSIONAL JUDGMENT. ANY DECISION WITH REGARD TO THE APPROPRIATENESS OF TREATMENT, OR THE VALIDITY OR RELIABILITY OF INFORMATION, IS SOLELY YOUR RESPONSIBILITY. HEALTH GORILLA IS NOT RESPONSIBLE FOR DATA ERRORS WITHIN THE SERVICES, REGARDLESS OF THEIR SOURCE.
   
11.2.5 No Warranty. THE SERVICESARE PROVIDED “AS IS” AND WITHOUT WARRANTIES, EXCEPT AS SET FORTH BELOW. ALLOTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SERVICESARE HEREBY DISCLAIMED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. HEALTH GORILLA DOES NOTWARRANT THAT THE SERVICES WILL MEET ANY REQUIREMENTS OR THAT IT WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.

Health Gorilla agrees to use commercially reasonable efforts at all times to provide prompt and efficient service and to maintain its own equipment, proprietary systems and programs; However, We make no warranties or representations regarding the Services except as expressly stated herein.  We shall use all due care in processing all work submitted to it by Health Gorilla. Health Gorilla shall not be responsible in any manner for errors or failures of proprietary systems and programs of third parties, nor shall Health Gorilla be liable for errors or failures of any Participant’s software or operational systems.

11.2.6 Force Majeure. Neither Party shall be liable nor deemed in default for failure to fulfill any obligation under this Agreement due to causes beyond its reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, electrical power failures, telecommunication or internet backbone outages, failure of an internet access provider or other similar causes beyond the Parties’ control, and neither Party shall be liable for losses, expenses or damages, ordinary, special or consequential, resulting directly or indirectly from such causes.

11.2.7 Audit. You authorize Health Gorilla to access, inspect, and/or audit Your records relating to the use of the Services and/ or Data and/ or other information provided by You.

11.2.8 Survey. By using Health Gorilla and/or consenting to its terms, You authorize Health Gorilla to contact You for survey and/or statistical purposes. You also agree that Health Gorilla shall be entitled to disclose information received from You for the purpose of(and only to the extent necessary for) operating Health Gorilla business and providing the Health Gorilla Services, including, without limitation, sharing Your information and/or data with other Data Sources to the extent necessary to fulfill the terms of this Agreement, but only in accordance with all applicable law, or pursuant to a valid order issued by a duly authorized court or Government authority.

11.2.9 HIPAA Compliance.  Health Gorilla may utilize, transfer, or disclose aggregated information, including, but not limited to, summary statistics, which has been de-identified in accordance with HIPAA at 45 CFR 164.514 such that it does not identify an individual and cannot be used to identify an individual for any purpose. Notwithstanding the foregoing, Health Gorilla’s use of de-identified data shall be in accordance with its Notice of Privacy Policy at www.healthgorilla.com.

11.3 This Section 11 will survive the termination or expiration of this Agreement for any reason.

12. Fees and Charges

12.1 Service Fees. You will pay Us a “Service Fee” for the use of the Service by You and or Your Authorized Workforce, which is defined as everything that is described in the Plans and Pricing section of Our website and/ or as set forth in Our express written agreement. You also agree to pay, at Our then current rates, for all goods or services that You incur by granted access to Your Authorized Workforce, to the extent that is differs from the express written permission that We have granted to You.

12.2 Payment. The Service Fee and any shall be paid by You on receipt or within twenty (20) days of date of invoice at the address set forth under our name below, or as otherwise agreed in a relevant express written contract for these Services, or such other address as may be set forth in our Policies and Procedures.

12.3 Late Charges. Failure to pay fees within ten (10) days of the due date may result in termination of access to the Services without notice. A reconnection fee equal to one (1)month’s Service Fee shall be assessed to re-establish connection after termination due to non-payment.

12.4 Taxes. All charges and fees shall be exclusive of all federal, state, municipal, or other government excise, sales, use, occupational, or like taxes now in force or enacted in the future, and You agree to pay any tax (excluding taxes on our net income) that We may be required to collect or pay now or at any time in the future and that are imposed upon the sale or delivery of items and services purchased under this Agreement.

12.5. This Section 12 will survive the termination or expiration of this Agreement for any reason.

13. Confidential Information

13.1 You may not disclose our Confidential Information to any other person, and You may not use any Confidential Information except for the purpose of this Agreement. Except as otherwise provided in this Agreement, You may not, without our prior written consent, at any time, during or after the Term of this Agreement, directly or indirectly, divulge or disclose Confidential Information for any purpose or use Confidential Information for its own benefit or for the purposes or benefit of any other person. You agree to hold all Confidential Information in strict confidence and to take all measures necessary to prevent unauthorized copying, use, or disclosure of Confidential Information, and to keep the Confidential Information from falling into the public domain or into the possession of persons not bound to maintain its confidentiality. You will disclose Confidential Information only to members of Your Authorized Workforce who have a need to use it for the purposes of this Agreement. You will inform all such recipients of the confidential nature of Confidential Information and will instruct them to deal with Confidential Information in accordance with the terms of this Agreement. You will promptly advise Us in writing of any improper disclosure, misappropriation, or misuse of the Confidential Information by any person, which may come to Your attention.

13.2 You agree that We will suffer irreparable harm if You fail to comply with its obligations set forth in this Section 13, and You further agree that monetary damages will be inadequate to compensate Us for any such breach. Accordingly, You agree that We will, in addition to any other remedies available to Us at law or in equity, be entitled to the issuance of injunctive relief to enforce the provisions hereof, immediately and without the necessity of posting a bond.

13.3 This Section 13 will survive the termination or expiration of this Agreement for any reason.

14. Disclaimer, Exclusion of Warranties, and Limitation of Liability

14.1 Carrier Lines. YOU ACKNOWLEDGE THAT ACCESS TO THE SERVICES WILL BE PROVIDED OVER VARIOUS FACILITIES AND COMMUNICATIONS LINES, AND INFORMATION WILL BE TRANSMITTED OVER LOCAL EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES, AND OTHER DEVICES (COLLECTIVELY, “CARRIER LINES”) OWNED, MAINTAINED, AND SERVICED BY THIRD-PARTY CARRIERS, UTILITIES, AND INTERNET SERVICE PROVIDERS, ALL OF WHICH ARE BEYOND OUR CONTROL. WE ASSUME NO LIABILITY FOR OR RELATING TO THE INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY, OR USE OF ANY INFORMATION WHILE IT IS TRANSMITTED ON THE CARRIER LINES, OR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, LOSS, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION ON THE CARRIER LINES. USE OF THE CARRIER LINES IS SOLELY AT YOUR RISK AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS.

14.2 No Warranties. ACCESS TO THE SERVICES AND THE INFORMATION CONTAINED ON THE SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SERVICES OR THE INFORMATION IN THE SYSTEM, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, OR LOSS OF INFORMATION OR DATA, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. WE DISCLAIM ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE PROVIDERS OR THE SERVICES.

14.3 Conditions for Breach. We will not be deemed to be in violation of this Agreement unless You have first given Us written notice specifying the nature of the default, and We have failed within thirty (30) days of receipt of the notice either to cure the default or, if cure within such period is not practicable, to be diligently proceeding to cure the default.

14.4 Other Users. YOU ACKNOWLEDGE THAT YOU AND/OR YOUR           AUTHORIZED USERS HAVE ACCESS TO THE SERVICES AND ARE RECEIVING OUR SERVICES. SUCH OTHER PARTICIPANTS HAVE COMMITTED TO COMPLY WITH OUR POLICIES AND PROCEDURES CONCERNING USE OF THE SYSTEM; HOWEVER, THE ACTIONS OF SUCH OTHER UNAUTHORIZED THIRD-PARTY USERS ARE BEYOND OUR CONTROL. ACCORDINGLY, WE DO NOT ASSUME ANY LIABILITY FOR OR RELATING TO ANY IMPAIRMENT OF THE PRIVACY, SECURITY, CONFIDENTIALITY, INTEGRITY, AVAILABILITY, OR RESTRICTED USE OF ANY INFORMATIONON SERVICES RESULTING FROM ANY PARTICIPANT’S ACTIONS OR FAILURES TO ACT.

14.5 Unauthorized Access; Lost or Corrupt Data. WE ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR DATA, FACILITIES OR EQUIPMENT BY INDIVIDUALS OR ENTITIES USING THE SYSTEM OR FOR UNAUTHORIZED ACCESS TO, ALTERATION, THEFT, CORRUPTION, LOSS OR DESTRUCTION OF YOUR DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE SYSTEM, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS, AND FOR PROTECTING YOUR DATA AND PROGRAMS FROM LOSS BY IMPLEMENTING APPROPRIATE SECURITY MEASURES, INCLUDING ROUTINE BACKUP PROCEDURES. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY DATA TRANSMITTED OR RECEIVED THROUGH OUR PROVISION OF THESERVICES.

14.6 Limitation of Liability. OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT TO YOU, REGARDLESS OF THE LEGAL CLAIM, CAUSE, AND/OR THEORY OF LIABILITY, WHETHER AT LAW OR INEQUITY, SHALL BE LIMITED TO THE AGGREGATE FEES ACTUALLY PAID BY YOU UNDER THIS AGREEMENT FOR THE INITIAL SIX (6) MONTH PERIOD.

15. Term; Modification; Suspension; Termination

15.1 Term. The initial Term of this Agreement shall commence on the Effective Date and continue for as long You use the Services, unless continued as indicated above.

15.2 Modification. We may update or change the Services and/or the terms set forth in this Agreement from time to time and recommend that You review the Agreement on a regular basis. You understand and agree that Your continued use of the Services after the Agreement has been updated or changed constitutes Your acceptance of the revised Agreement.

15.3 Termination, Suspension or Amendment as a Result of Government Regulation. Notwithstanding anything to the contrary in this Agreement, We have the right, to immediately terminate, suspend, or amend this Agreement, without liability, to protect Our business interests.

15.4 Suspension of Access. We may suspend access to the Services by You or any member of Your Authorized Workforce immediately pending Your cure of any breach of this Agreement, or in the event We determine in our sole discretion that access to or use of the Services by You or the member of Your Authorized Workforce may jeopardize the Services or the confidentiality, privacy, security, integrity or availability of information within the Services, or that You or the member of Your Authorized Workforce has violated or may violate this Agreement or our Policies and Procedures, or has jeopardized or may jeopardize the rights of any third party, or that any Participant is or maybe making unauthorized use of the Services with any User ID assigned to You or a member of Your Authorized Workforce. Our election to suspend the Services shall not waive or affect our rights to terminate this Agreement as permitted under this Agreement, and it shall not waive your express written obligation, or other obligation as stated herein to pay for use of the Services.

16. Indemnity

You agree to indemnify, defend, and hold harmless Us and other Participants or affected individuals, and our and their affiliates, officers, directors, and agents, from any claim, cost, loss and/ or liability, including reasonable attorneys’ fees, arising from or relating to:(a) the use of Data or other information that You receive via the Services by You or Your Authorized Workforce; (b) any breach by You or Your Authorized Workforce of any representations, warranties or agreements contained in this Agreement, specifically any breach of Sections 2-4, 9 and 11, 13-14;(c) the actions of any person gaining access to the System under a User ID assigned to You or a member of Your Authorized Workforce; (d) the actions of anyone using a User ID, password or other unique identifier assigned to You or any member of Your Authorized Workforce that adversely affects the Services or any information accessed through the Services; and (e) Your negligent or willful misconduct, or that of any Participant, subcontractor, agent, or affiliate of Your Authorized Workforce.

17.  Applicable Law

The interpretation of this Agreement and the resolution of any disputes arising under this Agreement shall be governed by the laws of the State of Delaware. If any action or other proceeding is brought on or in connection with this Agreement, the venue of such action shall be exclusively in the City and County of San Francisco, California unless as set forth in Section 18.

18. Arbitration

ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS NOTICE OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, OR TO YOUR USE OF THIS SITE OR THE SYSTEMS OR INFORMATION TO WHICH IT GIVES ACCESS, SHALL BE DETERMINED BY ARBITRATION AT A LOCATION THAT IS AT THE SOLE DISCRETION OF HEALTH GORILLA BEFORE A SINGLE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING PROVISIONAL REMEDIES OR ANY FORM OF INJUNCTIVE RELIEF AS NECESSARY FROM A COURT OF APPROPRIATE JURISDICTION.

19. Non-Assignability

This Agreement may not be assigned or transferred by You without our prior written consent.

20. Severability

Any provision of this Agreement that shall prove to be invalid, void, or illegal, shall in no way affect, impair, or invalidate any other provision of this Agreement, and such other provisions shall remain in full force and effect.

21. Notices

Any and all notices required or permitted under this Agreement shall be sent by United States mail or fax transmission to the address provided below or to such other and different addresses as the Parties may designate in writing. If You supply Us with an electronic mail address, We may give notice by email message addressed to such address; provided that if We receive notice that the email message was not delivered, We will give the notice by United States mail or fax.

To Us: Health Gorilla, Inc., 228 Hamilton Ave, Palo Alto, CA 94301

22. Waiver

No term of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and by Health Gorilla.

23. No Third-Party Beneficiaries

Nothing expressed or implied in this Agreement is intended to confer, nor shall confer, upon You, other You, any ability to assign any rights, remedies, obligations, or liabilities whatsoever herein.

24. Authority

You represent and warrant that You and Your Authorized Workforce are competent and capable of entering into a binding contract, and that they are authorized to enter into this Agreement on behalf of Health Gorilla.

Privacy Policy

Introduction

 All terms used herein are as defined in the Health Gorilla SaaS Terms of Use, unless additional definitions are required. 

Our mission is to continuously aggregate and provide permitted access to complete health Data. Health Gorilla is dedicated to protecting the privacy of the individuals whose health information is stored or transmitted by our Service and of the users of any of our Services.  Maintaining your trust is important to us, and by having this Policy available, you agree and fully consent to all of the terms and conditions of this Policy.

 The purpose of this Policy is to describe how We and Our partners collect, use, and share information about You. This Policy may incidentally describe how Our Services gather and use information about other individuals or information about You that may be submitted by another Participant.

This Privacy Policy(this “Policy”) applies to the Services that we offer through our website located at www.healthgorilla.com, and/ or in any other manner, and may include, but is not limited:  to facilitate the ordering of lab tests or procedures and/ or the exchange of general Health Information, as well as the viewing and analysis of the results, the analysis of Data from other health monitoring and other devices and other Data as integrated from time to time, and(i) to make it available to You; (ii) to facilitate the sharing of individuals’ Health Information among Participants, and (iii) to make Health Information available to Your Authorized Workforce through the Patient Portal.

You may make Your Health Information accessible to other You and Your Authorized Workforce through the Services for these purposes. If You are a patient using the Patient Portal, then you can request, view, and share Your medical records from Participants or from the Health Gorilla Clinical Network. You authorize Us, as Your business associate, to use and disclose Your Health Information, subject to the recipient's agreement to comply with our Policies and Procedures and with applicable laws and regulations relating to the use and disclosure of Health Information. The methodology by which we use your Health Information is set forth in the Health Gorilla SaaS Terms of Use.  

Revisions, Changes, and Updates

Health Gorilla may revise and update the Privacy Policy and/ or the Health Gorilla SaaS Terms of Use at any time, without notice to You. We encourage You to periodically reread this Privacy Policy, to see if there have been any changes to our policies that may affect You.

Your Obligations 

You agree that You will use other persons’ Health Information available on or through this site(whether or not Protected Health Information) strictly in accordance with applicable laws and regulations, and You will ensure that others under your control who have access to such information also comply with applicable laws and regulations. You are solely responsible for obtaining and maintaining all patient consents and authorizations necessary for Your use of Our Services and Your technology to the extent that it facilitates access to Your Authorized Workforce and/ or any other Participant. 

Account Access 

To access your account, You must supply the identifier We assign to You. With this information, We can verify You and permit You to view Data in the Services. We log and audit system use in order to ensure that Participants are using the Services appropriately. If We have questions about Your use of the Services, We may contact You. We may also disclose Your identity, or the identity of Participants in your Authorized Workforce to others to assist in the investigation of suspected misuse of Our Services, and otherwise to ensure the proper operation of Our Services. 

Surveys, Questionnaires, and Polls 

Health Gorilla may ask You to participate in use surveys, questionnaires, or polls, to facilitate feedback and input from our Participants. When you respond to surveys, questionnaires or polls related to Our Services, We reserve the right to collect information that identifies You, as set forth in the Health Gorilla SaaS Terms of Use.

Internet Cookies 

Each time you visit the Services, Health Gorilla collects the limited information that You and Your browser makes available whenever You use the Services. Additionally, Health Gorilla may place internet “cookies” on the computer hard drives of Participants to Our Services. Information that We obtain from cookies helps Us to tailor Our Services to be more efficient and to tailor Our current or future Services. The cookie consists of a unique identifier that does not contain information about Your health history or the health history of any Participant. We use two types of cookies, “session” cookies and “persistent” cookies. 

●     A “session cookie” is temporary and expires after You end a session and close Your web browser. We use session cookies to help customize Your experience with our Services and maintain Your signed-on status as You navigate the Services.

●     “Persistent cookies” remain on your hard drive after You have exited from Our Services until you erase them and/or they expire. Persistent cookies will not contain any personal information about You, unless as otherwise allowed pursuant to the Health Gorilla SaaS Terms of Use. 

Marketing Products and Services 

We will NOT place advertisements of any type on the interface (“GUI”) to our Services. In addition, the use of Health Information can be found in the Health Gorilla SaaS Terms of Use. 

Security 

Portions of this site require a valid username, e-mail address, part of your social security a photo of a valid government issues ID, a photograph, number, code or password and/or other unique identifiers (or a combination of the foregoing) to access and use services or materials on the site. You are solely responsible for (1)maintaining the strict confidentiality of any user name, e-mail address, code or password (collectively, “User IDs”) assigned to You, (2) not allowing another person to use Your User IDs to access the Services, (3) any damages or losses that may be incurred or suffered as a result of your failure to maintain the strict confidentiality of Your User IDs, and (4) promptly informing Health Gorilla in writing of any need to deactivate a User ID due to potential or actual security breaches. Health Gorilla is not liable for any harm related to the theft of Your IDs, your disclosure of Your User IDs, or Your authorization to allow another Participant to access and use the site using Your User IDs. You agree to immediately notify Health Gorilla in writing of any unauthorized use of any of Your User IDs.  (Please also refer to the Health Gorilla SaaS Terms of Use for a complete set of Terms regarding Your obligations and limitations on Our liability.)

User Forums 

We may offer forums for the exchange of information among authorized Participants. You agree to assume all responsibility for Your use of such forums. In particular, You understand that We do not assure the accuracy, reliability, confidentiality or security of information made available through the use of Our forums. You agree not to disclose any unauthorized Data and/or Health Information.

Additional Material 

You may provide Data, and/ or content or material to the Services by participating in forums, discussion groups and the like. The use of such Data and/ or content or material is fully described in the Health Gorilla SaaS Terms of Use. 

Links to Other Materials 

This Service may provide links to sites operated by third parties. Health Gorilla, Inc. has no control over the content of such linked sites and is not responsible for it, or for the effect of Your accessing a site through a link on our site. You should assume that any information that does not bear the Health Gorilla logo is operated by a third party, and You should read the site’s privacy notice before using it.  Please refer to the Health Gorilla SaaS Terms of Use regarding third party information and related disclaimers and limitations of liability. 

Applicable Law 

Any claim relating to the use of this site or the systems or information to which it gives access shall be governed by the internal substantive laws of the State of Delaware. 

Term; Modification; Suspension; Termination 

The initial Term of this Policy shall retroactively commence on Your date of first use and continue for as long You use the Services, unless continued as indicated in the Health Gorilla SaaS Terms of Use and/or the terms of an express written contract. The retroactive commencement of the Term of the Services will supersede any and all other contracts, agreements or policies.  Other terms and conditions regarding the suspension and/ or Termination of access to Services is fully described in the Health Gorilla SaaS Terms of Service. 

We may update or change the Services and/or the terms set forth in this Policy from time to time and recommend that You review the Agreement on a regular basis. You understand and agree that Your continued use of the Services after the Agreement has been updated or changed constitutes Your acceptance of the revised Policy. We reserve the right to make changes to our Policy at any time without prior notice and to apply the changes to information received by Us prior to the effective date of the change. 

Questions, Complaints, and Contacts 

If you have any questions about this Policy, our policies and practice, your rights under this statement, send an email to privacy@healthgorilla.com, or by U.S. mail at the address below:

 Health Gorilla, Inc.

Attn: Privacy Officer

228 Hamilton Ave

Palo Alto, CA 94301