Business Associate Agreement
The next page will outline the business associate agreement between you, and SnapHealth, B-LLC. Because SnapHealth is capturing and forwarding a copy of intake and/or consent submissions to Origin on behalf of your client, your clients will be entering their Personally Identifiable Information (PII) and Personal Health Information (PHI). Additionally, we are doing so compliantly, under HIPAA regulations, and the BAA will stand as a mutual agreement to be a steward of your client's PII and PHI.
This Business Associate Agreement ("Agreement") is entered into by and between SnapHealth, B-LLC, a Benefit-Limited Liability Company ("Business Associate"), and you, the purchaser ("Covered Entity"). Collectively referred to as the "Parties."
1. Definitions
1.1 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, including its implementing regulations, as amended from time to time.
1.2 "Protected Health Information" or "PHI" means individually identifiable health information, as defined under 45 CFR § 160.103.
1.3 "Services" means the software, tools, and any other products or services provided by Business Associate to Covered Entity.
2. Obligations of Business Associate
2.1 Use and Disclosure of PHI: Business Associate agrees to use and disclose PHI only as necessary to perform the Services and as otherwise permitted or required by law.
2.2 Safeguards: Business Associate shall implement appropriate administrative, technical, and physical safeguards to protect the confidentiality, integrity, and availability of PHI, as required by the HIPAA Security Rule.
2.3 Reporting Breaches: Business Associate shall promptly report to Covered Entity any unauthorized use or disclosure of PHI, as required by the HIPAA Breach Notification Rule.
2.4 Subcontractors: Business Associate shall ensure that any subcontractors that receive PHI in connection with the Services comply with the terms of this Agreement.
3. Permitted Uses and Disclosures by Business Associate
3.1 Business Operations: Business Associate may use PHI for its proper business operations, including management, administration, legal, and financial operations.
3.2 De-identification: Business Associate may de-identify PHI in accordance with the HIPAA Privacy Rule.
4. Obligations of Covered Entity
4.1 Notice: Covered Entity shall provide Business Associate with any changes to the notice of privacy practices that may affect the use or disclosure of PHI.
4.2 Authorization: Covered Entity shall obtain any necessary authorizations from individuals for the use or disclosure of PHI by Business Associate.
5. Term and Termination
5.1 Term: This Agreement shall be effective as of the Date this agreement is signed and shall continue until terminated by either Party.
5.2 Termination for Cause: Either Party may terminate this Agreement for cause if the other Party breaches a material term and fails to cure the breach within 21 calendar days of receiving written notice.
6. Miscellaneous
6.1 Survival: The obligations of this Agreement shall survive the termination of the Agreement.
6.2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of Pennsylvania without regard to its conflict of laws principles.
Final Agreement
In this final step, please agree to the terms of use and make the attestations below.
Software License Agreement & Terms of Use
LICENSE AGREEMENT FOR SNAPHEALTH ORIGIN AMS + NIMBLE INTAKE
PLEASE READ CAREFULLY BEFORE SIGNING
This License Agreement (the "Agreement") is made and entered into on {todaysDate}, by and between SNAPHEALTH B-LLC, (the "Licensor"), and you, the purchaser (the "Licensee").
License Grant. Licensor hereby grants to Licensee a non-exclusive, non-transferable, limited license to use the Origin AMS Platform including the Nimble Intake (the "Software") for 12 months after the effective date of this agreement. The Software is only authorized to the Licensee whose NPN on the collected housekeeping form.
Proprietary Rights. The Software is proprietary to Licensor and is protected by copyright and other intellectual property laws. Licensor retains all right, title, and interest in and to the Software, including without limitation all patents, trademarks, copyrights, trade secrets, and other proprietary rights.
Restrictions. Licensee shall not (a) modify, alter, or create derivative works of the Software; (b) reverse engineer, decompile, or disassemble the Software; (c) distribute, transfer, sub-license, lease, lend or rent the Software to any third party; or (d) remove any proprietary notices or labels from the Software.
Limitation of Liability - Use. In no event shall Licensor be liable for any indirect, incidental, special, or consequential damages, including lost profits, arising out of the use or inability to use the Software, even if Licensor has been advised of the possibility of such damages.
Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of 12 months ("Initial Term"). Within 60 days prior to the end of the Initial Term or any subsequent 12-month term, the Licensee may elect to terminate the Agreement by providing a written notice of cancellation to the Licensor within a 30-day window ("Cancellation Window"). If no such notice is given, the Agreement shall automatically renew for a subsequent 12-month term ("Renewal Term").
Termination. This Agreement shall terminate automatically if Licensee breaches any of its obligations under this Agreement. Upon termination, Licensee shall cease all use of the Software and return all copies of the Software to Licensor.
Confidentiality. Licensee shall not disclose any confidential information of Licensor, including but not limited to, the Software and its code.
Use Limitation. This license is ONLY granted for use by the designated Writing Agent/Broker whose NPN is listed in the Personalized URL Questionnaire.
Limitations. IN THE EVENT IT IS DETERMINED THAT WE ARE IN BREACH OF ANY PROVISIONS OF THIS AGREEMENT, YOU AGREE THAT OUR SOLE LIABILITY SHALL BE LIMITED TO ANY FEES PAID BY YOU UNDER THIS AGREEMENT AND UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU FOR CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE. You further acknowledge and agree that we are unable to grant the License hereunder for the associated fee without the terms of this Section.
General Provisions.
Governing Law. This Agreement shall be governed in all respects by the laws of the Commonwealth of Pennsylvania, notwithstanding any conflict-of-law rules. Any action arising out of or relating to this Agreement shall be brought exclusively in the courts of the state of Pennsylvania or the United States District Court for the Eastern District of Pennsylvania.
Resolution of Disagreements. In the event of a dispute arising under this Agreement, the parties agree to first attempt to resolve the dispute through mediation, under the rules of the American Arbitration Association. The mediation shall take place in the state of Pennsylvania.
Entire Agreement. This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be superseded hereby. No modification of the Agreement shall be deemed effective unless in writing and signed by the parties hereto.
Amendment. This Agreement may not be amended except in writing signed by both parties.
By entering your name below, you acknowledge and agree that this electronic signature carries the same legal weight as a handwritten signature. You affirm that you have read, understand, and agree to be bound by the terms and conditions set forth in this agreement.