WEBSITE ACCESS AGREEMENT
Last modified and effective as of: January 8, 2020.
THIS WEBSITE ACCESS AGREEMENT “AGREEMENT”) GOVERNS ALL ACCESS TO AND USE OF THIS WEBSITE AND CONSTITUTES A BINDING AGREEMENT BETWEEN ASEMBIA, LLC (“COMPANY”, “WE” OR “OUR”) AND ANY USER OF THIS WEBSITE (EACH USER, A “USER,” “YOU” OR “YOUR”). IN CONNECTION WITH ANY USE OF THIS WEBSITE, USER MUST AGREE TO ALL TERMS AND CONDITIONS IN THIS AGREEMENT. BY SELECTING “AGREE”AND/OR USING THIS WEBSITE, YOU ENTER INTO A BINDING AGREEMENT WITH COMPANY. IF YOU DO NOT WISH TO ENTER INTO A BINDING AGREEMENT WITH COMPANY, DO NOT SELECT “I AGREE” OR USE THIS WEBSITE.
Access to the website located at "http://tps.aspnprograms.com (the “Website”) is subject to the terms and conditions of this Agreement. Company hereby grants to each User that enters into this Agreement a limited, non-exclusive, non-transferable license to access and use this Website (including the Content (defined below)). Company shall have the right in its sole discretion to suspend or terminate operation of this Website or User’s access to this Website, including, without limitation, for User’s failure to comply with this Agreement, or to modify this Website at any time and without prior notice to User. This Agreement grants to User no ownership or other rights in this Website (including the Content), except for the limited use rights expressly granted herein.
Click-Through Agreements
Before using certain areas of the Website (including the registration of your Account as defined below) and/or accessing various Content or services, you may be asked to indicate your acceptance of additional special terms and conditions by clicking a button marked “I Accept,” “I Agree,” “Okay,” “I Consent” or other words or actions that similarly acknowledge your consent or acceptance of a Click-Through Agreement. To the extent there is a conflict between this Agreement and any Click-Through Agreement, the Click-Through Agreement will govern.
Account Registration
In order to access or use certain Content or services and/or certain portions of the Website, you are required to register and create an account (“Account”) with Company. Information gathered through the registration process and any other information related to your Account will be subject to this Agreement as well as to our Privacy Policy. You represent and warrant that you are at least 18 years old and that all information provided by you when creating your Account is true, accurate and complete and that you will maintain, at all times, true, accurate and complete information related to your Account. Information related to your Account should be maintained by you in a confidential manner, as you are solely responsible for the usage of your Account by any third parties with respect to the Website. It is your responsibility to advise us at info@asembia.com if you are aware of any unauthorized access to your Account or if your Account information has been made available by you to third-parties in a manner that may result in unauthorized usage of the Account. In our sole and absolute discretion, we may terminate your Account for any reason (including for reasons related to unlawful or unauthorized usage) and we are under no obligation to retain a record of your Account or any data or information that you may have stored by means of the Account.
Website Access Terms
User acknowledges and agrees as follows:
This Website (including all Content and all intellectual property rights therein and relating thereto) is valuable, confidential and proprietary to Company, its affiliates and its licensors. All text, data, graphics, user interfaces, visual interfaces, trademarks, logos, artwork and computer code, including, without limitation, the design, structure, selection, coordination, expression, look and feel and arrangement of such content, contained on this Website (collectively, “Content”) is owned or controlled by Company. This Website (including the Content) is protected by U.S. and international copyright law and conventions, trade dress and trademark laws, and various other intellectual property rights and unfair competition laws. User agrees to maintain all copyright, trademark and other prior authorizations and shall not use this Website for any other purpose, including in order to compete against Company or its affiliates in any manner. If User is accessing this Website in its capacity as an employee or agent of an entity, User agrees that it has authority to bind such entity (including as listed in profile information provided by User), and that such entity is bound to the terms of this Agreement applicable to User.
If User is accessing this Website in its capacity as an employee or agent of an entity, User agrees that it is either (1) a prescriber, (2) a member of a prescriber’s staff at the prescriber’s office or clinic or at a hospital (3) another employee or agent approved in writing by Company and, in each case, is accessing this Website in order to pursue an enrollment or prior authorization. User may not allow any other person (including any employee that does not fall into one of the aforementioned categories or any competitor of Company or its affiliates) to use, access or view this Website (including the Content). The information, forms and other documents contained in this Website have been obtained from sources believed to be reliable. Company disclaims all warranties as to the accuracy, completeness or adequacy of such information and forms. User assumes sole responsibility for the selection of this Website to achieve its intended results. Any health information, forms and other documents included in this Website are not intended to be professional advice and are not intended to replace personal consultation with a qualified physician, pharmacist or other healthcare professional. It is acknowledged that User must always seek the advice of a medical professional for questions related to a patient’s medical condition, symptoms and appropriate therapy/treatment. Medical advice should never be delayed due to any information, forms or other documents in this Website. User’s reliance upon information and content obtained by or through this Website or other use of this Website is solely at User’s own risk. Company is not responsible for the accuracy of any information, forms or other documents submitted through this Website. Company does not assume any responsibility for any aspect of healthcare administered or not administered with the aid of information, forms or other documents in or submitted through this Website. This Website may contain links to other websites, which are provided as resources for the convenience of User. Third-party resources that can be accessed by these links are not under the control of Company, and Company is not responsible for the contents of any of these third-party resources. The inclusion of any link on this Website does not imply any recommendation, approval, or endorsement of that website by Company. If you decide to access any third-party websites, you do so entirely at your own risk, and you may be subject to the terms and conditions and privacy policies of such websites. Company is not responsible for maintaining these sites or for any damage which may occur from accessing these sites.
Other than as expressly set forth in this Agreement, use of this Website (including the Content) in any form or by any means is forbidden, including, without limitation:
* Copying, reproducing, publishing, creating derivative works of, uploading, posting, publicly displaying, encoding, translating, transmitting or distributing in any way (including mirroring) any portion of this Website (including the Content) to any other computer, server, website or other medium;
* Accessing, retrieving, collecting, compiling, harvesting, modifying or transmitting any information, forms or other documents that were not submitted by you;
* Submitting or transmitting any information, forms or other documents that contain content that you do not have the right to transmit; is inappropriate, irrelevant, constitutes or encourages criminal conduct or results in civil liability; infringes the rights of any party; or contains bugs, viruses, worms, Trojan horses, spyware or other code manifesting contamination or destructive properties;
* Accessing an Account for which you are not authorized to access;
* Reverse-engineering, decompiling or disassembling this Website (including the Content);
* Reproducing this Website (including the Content) in any information storage and retrieval systems;
* Recording and re-transmitting over any network (including, without limitation, any local area network) this Website (including the Content);
* Using this Website (including the Content) in any timesharing, service bureau, bulletin board or similar arrangement or public display;
* Posting any portion of this Website (including the Content) to any other online service (including, without limitation, bulletin boards or the Internet); or
* Sublicensing, leasing, selling, offering for sale, assigning or granting any other right or interest in this Website (including the Content).
Linking to this Website is permitted only with Company’s approval and in a manner consistent with guidelines set by Company in its discretion.
Any violation of the foregoing restrictions or any other term of this Agreement will be a ground for suspension or termination of this Agreement by Company. Company reserves all rights with respect to any other rights or remedies available at law or in equity.
Compliance with Laws & Policies
User shall at all times use this Website in accordance with applicable law, including, without limitation, all obligations of User under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). For a User with whom Company has entered into a Business Associate Agreement in compliance with HIPAA, such Business Associate Agreement is hereby incorporated by reference into this Agreement. In the event of any conflict or inconsistency between this Agreement and the applicable Business Associate Agreement, the Business Associate Agreement shall govern.
User shall take reasonable measures, and establish and enforce reasonable procedures, to ensure that this Website is accessible only to User, and that the information, forms or other documents submitted by User to this Website are not altered, lost or destroyed on the Website, except to the extent required to correct any errors. User shall maintain the confidentiality of all login ids and passwords issued to User.
User Content
Information, forms or other documents submitted by User to this Website is subject to the Website Privacy Policy, which is available at www.asembia.com/privacy. All information, forms or other documents submitted by User to this Website will be considered to be authorized by User for use by the Website in compliance with this Agreement and the Privacy Policy. Without limiting our obligations with respect to PHI and PII (each, as defined in the Privacy Policy) under the Privacy Policy and applicable law, User grants a limited, non-exclusive, royalty-free, fully paid-up, worldwide, perpetual, irrevocable license to any information, forms or other documents submitted to considered to be authorized by User for use by the Website in compliance with this Agreement and the Privacy Policy. Without limiting our obligations with respect to PHI and PII (each, as defined in the Privacy Policy) under the Privacy Policy and applicable law, User grants a limited, non-exclusive, royalty-free, fully paid-up, worldwide, perpetual, irrevocable license to any information, forms or other documents submitted to this Website.
Warranty Disclaimer; Limitation of Liability
YOU AGREE THAT YOUR USE OF THIS WEBSITE WILL BE AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN AS-IS BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF DATA OR SOFTWARE, LOSS OR CORRUPTION OF DATA, OR CONTINUED AVAILABILITY OR UPTIME OF THIS WEBSITE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED. COMPANY SHALL TAKE COMMERCIALLY REASONABLE STEPS TO SCREEN THIS WEBSITE FOR INFECTION BY BUGS, VIRUSES, WORMS, TROJAN HORSES SPYWARE, OR OTHER CODE MANIFESTING CONTAMINATION OR DESTRUCTIVE PROPERTIES; HOWEVER, COMPANY CANNOT GUARANTEE THAT THIS WEBSITE WILL BE FREE OF INFECTION AND, SO LONG AS COMPANY IS TAKING REASONABLE STEPS, COMPANY SHALL NOT BE DEEMED TO BE IN BREACH OF ANY WARRANTY SET FORTH HEREIN. COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (A) ANY ERRORS, OR OMISSIONS IN CONTENT OR MATERIALS AVAILABLE ON THIS WEBSITE; (B) ANY INTERRUPTION OR CESSATION OF THE TRANSMISSION TO OR FROM THE WEBSITE; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY PERSONAL OR FINANCIAL INFORMATION STORED THEREIN; AND (D) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, SPYWARE OR OTHER CODE MANIFESTING CONTAMINATION OR DESTRUCTIVE PROPERTIES TRANSMITTED THROUGH THIS WEBSITE. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL DAMAGE TO OR LOSS OF PROPERTY, OR PERSONAL INJURY OR DEATH THAT MAY RESULT FROM YOUR ACCESS TO AND USE OF THIS WEBSITE. UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO ANY USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY NATURE OR KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION OR LOSS OF PROGRAMS OR INFORMATION) EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR KNEW OF OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES, AND NOTWITHSTANDING THE THEORY OF LIABILITY (E.G., CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST IT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION AND THAT MAY NOT BE LIMITED BY THESE TERM, PROVIDED HOWEVER YOU AGREE AND ACKNOWLEDGE THAT TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU WAIVE ANY SUCH STATUTORY RIGHTS WITH RESPECT TO IMPLIED WARRANTIES.
Dispute Resolution
This Agreement shall be governed by the laws of the State of New Jersey without regard to its conflict of law principles and any dispute arising from use of this Website shall be conducted in the court of appropriate jurisdiction in Morris County, New Jersey.
Severability and Integration
Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and Company with respect to this Website and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Company with respect to this Website. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties and the remaining portion shall remain in full force and effect.
Revisions
Please note, your use and continued use of this Website constitutes your understanding and agreement with this Agreement. Company reserves the right to revise this Agreement at any time. Company will provide you reasonable notice of any changes to this Agreement. Your continued use of this Website after such change constitutes your agreement with such revised Agreement. We encourage you periodically to reread this Agreement to see if there have been any changes that may affect you. Please direct all questions related to this Agreement to info@asembia.com. Please note that e-mail may be accessed and viewed by other Internet users, without your knowledge and permission, while in transit to us. For that reason and to protect your privacy, please do not use e-mail to communicate information to us that you consider confidential. Instead, you may contact us by telephone at 973-564-8004.
Health Insurance Portability and Accountability Act/Business Associate Agreement
THIS AGREEMENT is made as of the date in which the Covered Entity acknowledges agreeing to the terms,(the Effective Date) by and between Asembia LLC(hereinafter referred to as "Associate"), and the individual gaining access to the website, who is a prescriber or a member of a prescriber’s staff (hereinafter referred to as Covered Entity). The purpose of this Agreement is to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (45 C.F.R. Parts 160-64). A. Privacy of Protected Health Information. 1. Permitted and Required Uses and Disclosures. Associate is permitted or required to use or disclose Protected Health Information it creates or receives for or from Covered Entity only as directed by Covered Entity, insofar as such use does not violate the Privacy Rule (as set forth in 42 C.F.R. Parts 160 and 164): a) Associate Operations. Associate is permitted to use and disclose Protected Health Information it creates or receives for or from Covered Entity as follows: (i) Use of PHI. Associate may use Protected Health Information it creates or receives for or from Covered Entity as necessary for Associate’s proper management and administration or to carry out Associate’s legal responsibilities. (ii) Disclosure of PHI. Associate may disclose such Protected Health Information as necessary for Associate’s proper management and administration or to carry out Associate’s legal responsibilities only if: (a) The disclosure is required by law; or (b) Associate obtains reasonable assurance evidenced by written contract, from any person or organization to which Associate will disclose such Protected Health Information that the person or organization will: - Hold such Protected Health Information in confidence and use or further disclose it only for the purpose for which Associate disclosed it to the person or organization or as required by law; and - Notify Associate (who will in turn promptly notify Covered Entity) of any instance of which the person or organization becomes aware in which the confidentiality of such Protected Health Information was breached. b) Data Aggregation Services. If specifically authorized by the Covered Entity, the Associate may provide data aggregation services (as defined in 45 CFR 164.504(e)(2)(i)(B)) relating to the health care operations of the Covered Entity. c) Minimum Necessary Information. In any instance when Associate uses, requests or discloses Protected Health Information under this Agreement or in accordance with other agreements that exist between Covered Entity and Associate, Associate may use or disclose only the minimum amount of Protected Health Information necessary to accomplish the intended purpose. d) Use by Workforce. Associate shall advise members of its workforce of their obligations to protect and safeguard Protected Health Information. Associate shall take appropriate disciplinary action against any member of its workforce who uses or discloses Protected Health Information in contravention of this Agreement. e) Disclosure to Proper Authorities. Associate may use Protected Health Information to report violations of law to appropriate Federal and State authorities,
2. Sub-Contractors and Agents. Associate will require any of its subcontractors and agents to provide reasonable assurance, evidenced by written contract, that subcontractor or agent will comply with the same privacy and security obligations as Associate with respect to such Protected Health Information. 3. Information Safeguards. Associate will develop, implement, maintain and use appropriate administrative, technical and physical safeguards, in compliance with Social Security Act 1173(d) (42 U.S.C. 1320d-2(d)), C.F.R. Part 164.530(c) and any other implementing regulations issued by the U.S. Department of Health and Human Services, to preserve the integrity and confidentiality of and to prevent non-permitted or violating use or disclosure of Protected Health Information created or received for or from Covered Entity. Associate will document and keep these safeguards current. 4. Security Policies. Associate shall maintain security policies that comply with all applicable laws and regulations. Covered Entity has the right to request a copy of Associate’s security policy. B. Compliance with Standard Transactions. If Associate conducts in whole or part Standard Transactions on or after October 16, 2003, for or on behalf of Covered Entity, Associate will comply, and will require any subcontractor or agent involved with the conduct of such Standard Transactions to comply, with each applicable requirement of 45 C.F.R. Part 162. Associate further agrees to comply with any guidelines or requirements adopted by Covered Entity consistent with the requirements of HIPAA and any regulations promulgated thereunder, governing the exchange of information between Associate and the Covered Entity. C. Protected Health Information Access, Amendment and Disclosure available to Covered Entity or, at Covered Entity’s direction, to the individual (or the individual’s properly authorized personal representative) for inspection and obtaining copies any Protected Health Information about the individual which Associate created or received for or from Covered Entity and that is in Associate custody or control, so that Covered Entity may meet its access obligations pursuant to and required by applicable law, including but not limited to 45 C.F.R. 164.524. 2. Amendment. Associate will, upon receipt of notice from Covered Entity, promptly amend or permit Covered Entity access to amend any portion of the Protected Health Information which Associate created or received for or from Covered Entity, pursuant to and required by applicable law, including but not limited to 45 C.F.R. Part 164.526. Associate will not respond directly to an Individual’s request for an amendment of their protected health information held in the Associate’s Designated Record Set. Associate will refer the Individual to Covered Entity so that Covered Entity can coordinate and prepare a timely response to the Individual. 3. Disclosure Accounting. So that Covered Entity may meet its disclosure accounting obligations pursuant to and required by applicable law, including but not limited to 45 C.F.R. Part 164.528: a) Disclosure Tracking. Associate will promptly report to Covered Entity for each disclosure, not excepted from disclosure accounting under Section C.3(b) below, that Associate makes to Covered Entity or a third party of Protected Health Information that Associate creates or receives for or from Covered Entity, (i) the disclosure date, (ii) the name and (if known) address of the person or entity to whom Associate made the disclosure, (iii) a brief description of the Protected Health Information disclosed, and (iv) a brief statement of the purpose of the disclosure (items i-iv, collectively, the disclosure information). For repetitive disclosures Associate makes to the same person or entity (including Covered Entity) for a single purpose, Associate may provide (v) the disclosure information for the first of these repetitive disclosures, (vi) the frequency, periodicity or number of these repetitive disclosures and (vii) the date of the last of these repetitive disclosures. b) Exceptions from Disclosure Tracking. Associate need not report disclosure of information or otherwise account for disclosures of Protected Health Information that this Agreement or Covered Entity in writing permits or requires (i) for the purpose of Covered Entity’s treatment activities, payment activities, or health care operations, (ii) to the individual who is the subject of the Protected Health Information disclosed, to that individual’s personal representative or to another person or entity authorized by the individual (iii) to persons involved in that individual’s health care or payment for health care; (iv) for notification for disaster relief purposes, (v) for national security or intelligence purposes, or (vi) to law enforcement officials or correctional institutions regarding inmates. Associate need not report any disclosure of Protected Health Information that was made before April 14, 2003. c) Associate will not respond directly to an Individual’s request for an accounting of disclosures. Associate will refer the Individual to Covered Entity so that Covered Entity can coordinate and prepare a timely accounting to the Individual. 4. Confidential Communications. Associate will promptly, upon receipt of notice from Covered Entity, send an Individual’s communications to the identified alternate address. 5. Disclosure to U.S. Department of Health and Human Services. Associate shall make its internal practices, books, and records relating to the use and disclosure of Protected Health Information received from Covered Entity (or created or received by Associate on behalf of Covered Entity) available to the Secretary of the United States Department of Health and Human Services, for purposes of determining Covered Entity’s compliance with 45 C.F.R. Parts 160-164. Unless the Secretary directs otherwise, Associate shall promptly notify Covered Entity of Associate’s receipt of such request, so that Covered Entity can assist in compliance with that request. D. Breach of Privacy Obligations. 1. Reporting. Associate will report to Covered Entity any use or disclosure of Protected Health Information not permitted by this Agreement or in writing by Covered Entity. Associate will promptly make the report to Covered Entity’s Legal Department after Associate learns of such non-permitted or violating use or disclosure. Associate’s report will at least: a) Identify the nature of the non-permitted or violating use or disclosure; b) Identify the Protected Health Information used or disclosed; c) Identify who made the non-permitted or violating use or received the non-permitted or violating disclosure; d) Identify what corrective action Associate took or will take to prevent further non-permitted or violating uses or disclosures; e) Identify what Associate did or will do to mitigate any deleterious effect of the non-permitted or violating use or disclosure; and f) Provide such other information, including a written report, as Covered Entity may reasonably request. 2. Breach. Without limiting the rights of the parties elsewhere set forth in the Agreement or available under applicable law, if Associate breaches its obligations under this Agreement, Covered Entity may, at its option: a) Exercise any of its rights of access and inspection under paragraph 3 of section A of this Agreement b) Require Associate to submit to a plan of monitoring and reporting, as Covered Entity may determine appropriate to maintain compliance with this Agreement and Covered Entity shall retain the right to report to the Secretary of the United States Department of Health and Human Services any failure by Associate to comply with such monitoring and reporting; or c) Immediately and unilaterally, terminate the Agreement, without penalty to Covered Entity or recourse to Associate, and with or without an opportunity to cure the breach. Covered Entity’s remedies under this Section and set forth elsewhere in this Agreement shall be cumulative, and the exercise of any remedy shall not preclude the exercise of any other. E. Obligations upon Termination.
1. Return or Destruction. Upon termination, cancellation, expiration or other conclusion of the Agreement, Associate will if feasible return to Covered Entity or destroy all Protected Health Information, in whatever form or medium (including in any electronic medium under Associate’s custody or control), that Associate created or received for or from Covered Entity, including all copies of and any data or compilations derived from and allowing identification of any individual who is a subject of the Protected Health Information. Associate will complete such return or destruction as promptly as possible, but not later than 30 days after the effective date of the termination, cancellation, expiration or other conclusion of Agreement. Associate will identify any Protected Health Information that Associate created or received for or from Covered Entity that cannot feasibly be returned to Covered Entity or destroyed, and will limit its further use or disclosure of that Protected Health Information to those purposes that make return or destruction of that Protected Health Information infeasible. Within such 30 days, Associate will certify in writing to Covered Entity that such return or destruction has been completed, will deliver to Covered Entity the identification of any Protected Health Information for which return or destruction is infeasible and, for that Protected Health Information, will certify that it will only use or disclose such Protected Health Information for those purposes that make return or destruction infeasible. 2. Continuing Privacy Obligation. Associate’s obligation to protect the privacy of the Protected Health Information it created or received for or from Covered Entity will be continuous and survive termination, cancellation, expiration or other conclusion of this Agreement. F. General Provisions. 1. Definitions. The capitalized terms Protected Health Information, Standard Transaction, Data Aggregation, Plan Sponsor, Designated Record Set, and Group Health Plan have the meanings set out in 45 C.F.R. Part 164.501 and 45 C.F.R. Part 160.103. 2. Amendment. From time to time local, state or federal legislative bodies, boards, departments or agencies may enact or issue laws, rules, or regulations pertinent to this Agreement. In such event, Associate agrees to immediately abide by all said pertinent laws, rules, or regulations and to cooperate with Covered Entity to carry out any responsibilities placed upon Covered Entity or Associate by said laws, rules, or regulations, subject to Associate’s right to terminate this Agreement with thirty (30) days advance written notice to Covered Entity. 3. Conflicts. The terms and conditions of this Agreement will override and control any conflicting term or condition of any other existing agreement between the parties. All non-conflicting terms and conditions of the other agreement remain in full force and effect. 4. Owner of Protected Health Information. Covered Entity is the exclusive owner of Protected Health Information generated or used under the terms of the Agreement. 5. Subpoenas. Associate agrees to relinquish to Covered Entity control over subpoenas Associate receives with regard to Protected Health Information belonging to Covered Entity. 6. Disclosure of De-identified Data. The process of converting Protected Health Information to De-identified Data (DID) is set forth in 45 C.F.R Part 164.514. In the event that Covered Entity provides Associate with DID, Associate shall not be given access to, nor shall Associate attempt to develop on its own, any keys or codes that can be used to re-identify the data. 7. Creation of De-identified Data. The parties agree that Associate may convert Protected Health Information to DID, provided such conversion meets the requirements of 45 C.F.R. Part 164.514. 8. Assignment/Subcontract. Covered Entity shall have the right to review and approve any proposed assignment or subcontracting of Associate’s duties and responsibilities arising under the Agreement, as it relates to the use or creation or use of Protected Health Information (or DID if applicable). 9. Audit. Covered Entity shall have the right to audit and monitor all applicable activities and records of Associate to determine Associate’s compliance with the requirements relating to the creation or use of Protected Health Information [and DID, if applicable] as it relates to the privacy and security sections of this Agreement. 10. Intent. The parties agree that there are no intended third party beneficiaries under this Agreement. 11. Miscellaneous. This Agreement was prepared solely to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (45 C.F.R. Parts 160-64), and unless so provided in such law does not affect or change the legal relationship between Covered Entity and Associate. IN WITNESS WHEREOF, Covered Entity and Associate execute this Agreement as of the Effective Date: June 3, 2013.
Privacy Policy
Asembia shares a commitment with the prescribers utilizing the website, who are HIPAA covered entities (collectively Covered Entities), to protect the privacy and confidentiality of Protected Health Information (PHI) in accordance with applicable HIPAA regulations. Asembia also is committed to protecting Personally Identifiable Information (PII) submitted by the Users of the website. This Policy is provided by Asembia to help you better understand how we disclose and protect PHI in accordance with the terms of the Business Associate Agreement and how we protect and use PII. PLEASE NOTE, YOUR USE AND CONTINUED USE OF THE TPS WEBSITE CONSTITUTES YOUR UNDERSTANDING AND AGREEMENT WITH THIS PRIVACY POLICY.
Safeguards
Asembias policy is to maintain the confidentiality of PHI received from or on behalf of clients who are HIPAA Covered Entities and with whom we have executed Business Associate Agreements in accordance with such Agreements and applicable law. Asembia has implemented appropriate administrative, technical and physical safeguards for protecting the privacy of PHI and PII.
Data Collection
PHI information submitted through this website is used to provide services to Covered Entities with such use and disclosure of PHI permitted or required by the BA Agreement and applicable HIPAA regulations.
Use and Disclosure of Data
PII and PHI is transmitted using this website by user to destination selected entirely by user. These transmissions are made at the sole discretion of user. This website is not responsible for PII or PHI transmitted to incorrect destinations selected by user. We may use PII and PHI for our management, administration, data aggregation and legal obligations to the extent such use of PII and PHI is permitted or required by the BA Agreement and this Privacy Policy and not prohibited by law. We may use or disclose PII and PHI on behalf of, or to provide services to, Covered Entities for purposes of fulfilling our service obligations to Covered Entities, if such use or disclosure of PII and PHI is permitted or required by the BA Agreement and this Privacy Policy and would not violate HIPAA regulations. We may also share de-identified data and select PII with business partners or potential business partners. No PHI information is shared with business partners or potential business partners, except as otherwise permitted by applicable law and the BA Agreement.
In the event that PII and PHI must be disclosed to a subcontractor or agent, we will ensure that the subcontractor or agent agrees to abide by the same restrictions and conditions that apply to us under the BA Agreement and this Privacy Policy with respect to PII and PHI, including the implementation of reasonable and appropriate safeguards. We may also use PII and PHI to report violations of law to appropriate federal and state authorities, as permitted by the BA Agreement and applicable law. Please direct all questions related to the Privacy Policy of this website to tps@asembia.com.