This Entity Agreement (the “Agreement”) is entered into by and between Shared Health, Inc. (“Shared Health”) and Entity, as defined in Section 1 below, and governs use of the Shared Health Internet web site and related information, data, and other content on that web site (“Content”).  The web site is available on the World Wide Web at the Uniform Resource Locator (“URL”) http://www.SharedHealth.com (“SharedHealth.com”).

 

NOTE: If you are a State of Tennessee employee, independent contractor or other member of the workforce as defined by HIPAA and have executed a written document governing your Terms and Conditions of Use, the provisions of this Entity Agreement do not apply.

 

This Agreement sets forth the terms and conditions which apply to all use of SharedHealth.com and is to be read and accepted in conjunction with the Shared Health User Agreement and all terms of the User Agreement are incorporated herein by reference.

 

Given the highly personal nature of protected health information and the privacy and security requirements of the Health Insurance Portability and Accountability Act (“HIPAA”) and other applicable laws, special care must be taken to comply with the terms of this Agreement.  This Agreement does not supplant or replace any duties or obligations arising under HIPAA or other applicable laws.

 

1. Definitions.

 

1. Entity.  “Entity” shall mean the natural person, corporation, limited liability company, partnership, association, or other entity which desires access to the Services and agrees to the terms of this Agreement and who is identified in the electronic authorization associated with this Agreement.
2. User. “User” shall mean an employee or independent contractor of Entity who accesses or uses any of the Services.  Users must be individuals, i.e., natural persons, not corporations, limited liability companies, partnerships, associations, or other entities.  All utilization of the Services by the Entity shall only be through its Users acting within the scope of their employment or engagement with Entity and only as set forth in this Agreement.
3. Services.  “Services” shall mean the on-line services made available by Shared Health at SharedHealth.com, including access to the Content and the Content provided therein.

 

2. License Grant.  

 

Shared Health hereby grants Entity a limited, non-exclusive, non-transferable, non-assignable license to access and use the Services, provided and expressly conditioned on (i) Entity’s agreement with and satisfaction of the terms and conditions in this Agreement (ii) User’s agreement with and satisfaction of the terms and conditions in the Shared Health User Agreement.  This license may be revoked by Shared Health in whole or in part, at any time, with or without cause.

 

3. Right of User to Utilize Services.  

 

Entity agrees and understands that Users have no right or license to utilize any Services except: (a) as employees or independent contractors of Entity acting within the scope of their employment or engagement and only after accepting and assenting to a Shared Health User Agreement; and (b) only pursuant to Entity’s rights and licenses under this Agreement.

 

4. Safeguards; Mitigation.

 

1. Entity agrees to implement administrative, physical, and technical safeguards that reasonably and appropriately (i) ensure that the patient information included in the Content is not used or disclosed by Entity or a User except as provided herein and (ii) protect the confidentiality and integrity of the patient information included in the Content that Entity receives from Shared Health.  Such safeguards shall include procedures for protecting user name and login passwords utilized by Users, as well as auditing and enforcement of such procedures.  In the event that a user name or login password has been disclosed or otherwise made known to any person not authorized to have knowledge of that name or login password, Entity agrees to notify Shared Health immediately in writing.
2. Entity agrees to mitigate, to the extent practicable, any harmful effect that is known to Entity of a use or disclosure of patient information included in the Content by Entity or a User in violation of the requirements of this Agreement.

 

5. Management of User Access.

 

1. Entity shall maintain and provide to Shared Health a list of all Users affiliated with the Entity.  The list will include such identifying information as Shared Health may reasonably request.  Entity will promptly inform Shared Health of individuals who cease to be Users and any changes or additions to the list. If a User ceases to be employed or engaged by Entity, then the Entity must immediately notify Shared Health so that Shared Health may terminate such User’s access to and use of the Services.  Entity is solely responsible for all Users affiliated with that Entity.
2. Entity shall ensure that no User posts or transmits any information through SharedHealth.com which (1) infringes the rights of others or violates their privacy or publicity rights, (2) is unlawful, threatening, abusive, defamatory, libelous, vulgar, obscene, profane, indecent or otherwise objectionable, or (3) is protected by copyright, trademark, privacy laws or other proprietary right without the express permission of the owner of such right.  Entity shall be solely liable for defending against and for any damages resulting from any infringement of copyright, trademark or other legal or proprietary right, or any other harm resulting from any uploading, posting or submission.  Entity shall indemnify and hold harmless Shared Health for any liability, damages or litigation expenses arising from any claims or actions brought by third parties who allege that Entity or a User has violated this Section.

 

6. Entity Responsibility for User Activity.  

 

Entity agrees that it will be responsible, at all times during the term of this Agreement and for so long thereafter as Entity uses, discloses, accesses or maintains the Content, to ensure that the Users affiliated with Entity comply with all laws directly or indirectly applicable to Entity and its Users that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the Content, including without limitation confidential patient information, and that it will use best efforts to cause all persons or entities under its direction or control to comply with such laws.  Entity is, at all times during the term of this Agreement and for so long thereafter as Entity uses, discloses, accesses or maintains the Content, responsible for obtaining and maintaining all patient consents and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Content it transmits, stores or receives in connection with SharedHealth.com or the services provided thereon.  Entity agrees that Shared Health, its licensors, and all other persons or entities involved in the operation of services provided through SharedHealth.com, have the right to monitor, retrieve, store and use Content in connection with the operation of SharedHealth.com.  

 

SHARED HEALTH CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ENTITY’S USE OR MISUSE OF CONTENT TRANSMITTED, MONITORED, STORED OR RECEIVED USING SharedHealth.com.

 

THE ONLY PERMITTED USE OF WWW.SHAREDHEALTH.COM AND THE RELATED CONTENT IS FOR TREATMENT, PAYMENT AND HEALTHCARE OPERATIONS AS DEFINED BY HIPAA.

 

7. Restriction, Suspension, or Termination of User’s Access Rights.  In the event that a User violates this Agreement or the Shared Health User Agreement, Entity agrees to take prompt and appropriate disciplinary action (commensurate with the violation) including but not limited to the following: (a) additional restrictions or limitations on access and use of Services, (b) suspension of access and use of Services for a specified or indefinite period of time, (c) termination of access and use of Services, or (d) other prompt and appropriate action.  Entity will inform Shared Health of every violation of this Agreement or applicable law that in any way implicates privacy, security, or the interests of a patient, Shared Health, or any other third party and of the disciplinary action taken.  Independently and without prejudice to its other remedies, Shared Health may suspend or terminate such User’s access to and use of the Services or may impose restrictions or limitations on the User.

 

8. Policies, Procedures, and Guidelines.  Entity (including its Users) must comply with Shared Health’s then-current policies, procedures, and guidelines as set forth in this Agreement and as otherwise provided by Shared Health to Entity from time to time, including but not limited to the Shared Health User Agreement.

 

9. Inspection.  Shared Health may inspect and audit Entity for compliance with this Agreement, the Shared Health User Agreement and any then-current policies, procedures, and guidelines provided by Shared Health to Entity or its Users.  In doing so, Shared Health will try to minimize any disruption to Entity’s operations.  Unless otherwise provided by law or court order, Shared Health will keep confidential any confidential information it learns from such inspections and audits and will only use such confidential information for the purposes of this Agreement and its enforcement.

 

10. Retained Right.  Notwithstanding anything in this Agreement to the contrary, Shared Health retains the right to take reasonable and necessary steps to protect its interest if this Agreement is violated, the Services are misused, or other steps are required by law.

 

For the purpose of this Agreement, “Electronic Signature” means an electronic symbol or process attached to or logically associated with a document or record and executed or adopted by you with the intent to sign the record.

 

You may contact Shared Health with questions concerning this Agreement.