Usage Agreement and Acknowledgments
IN ADDITION TO THE TERMS AND CONDITIONS OF THE PARTICIPATING PROVIDER AGREEMENT WITH HEALTH ONE ALLIANCE, LLC, I AGREE AND ACKNOWLEDGE THE FOLLOWING: REPORTS OR THE INFORMATION FURNISHED BY OR ACCESSED THROUGH THE COMPANY’S PROGRAM KNOWN AS PHRANYWHERE TO PARTICIPATING PROVIDER HEREUNDER IS NOT INTENDED TO PROVIDE PARTICIPATING PROVIDER OR ITS PERSONNEL OR PATIENTS WITH MEDICAL ADVICE AND SHOULD NOT BE USED FOR SUCH PURPOSES. THE INFORMATION LOCATED AND ACCESSED THROUGH PHRANYWHERE IS NOT A MEDICAL RECORD AND MAY NOT CONTAIN ALL RELEVANT CLINICAL INFORMATION NECESSARY TO PROVIDE MEDICAL CARE. INFORMATION CONTAINED IN REPORTS OR DOCUMENTATION IS NOT INTENDED AS AN ENDORSEMENT OF ANY PRODUCT, SERVICE, PROTOCOL OR GUIDELINE. ALL MEDICAL DECISIONS SHOULD BE MADE BY LICENSED HEALTHCARE PERSONNEL BASED UPON HIS OR HER INDEPENDENT PROFESSIONAL JUDGMENT AND THE ORIGINAL SOURCE DATA.

COMPANY PRODUCTS, SERVICES, DATABASES, NETWORKS AND SOFTWARE ARE NOT CREATING, RETAINING OR MAINTAINING MEDICAL RECORDS ON BEHALF OF PARTICIPATING PROVIDER AND SHALL NOT SERVE AS ORIGINAL SOURCE MEDICAL RECORDS OR DESIGNATED RECORD SETS. PARTICIPATING PROVIDER SHALL BE RESPONSIBLE FOR THE CREATION, RETENTION, USE AND DISCLOSURE OF HIS OR HER MEDICAL RECORDS.

DOCUMENTATION AND INFORMATION CONTAINED IN THIS AGREEMENT MAY BE ACCESSED BY INDIVIDUALS AND PROVIDERS DESIGNATED BY PATIENT. PATIENT MAY AUTHORIZE DISCLOSURE OR INDIVIDUALLY DISCLOSE SUCH INFORMATION. COMPANY DOES NOT SOLELY CONTROL THE ACCESS OR DISCLOSURES OF INFORMATION PROVIDED TO PHRANYWHERE.

AS A TREATING HEALTHCARE PROVIDER, I ACKNOWLEDGE AND AGREE THAT I AM SOLELY RESPONSIBLE FOR THE ACCURACY AND TIMING OF THE INFORMATION SUBMITTED ON MY BEHALF OR ON BEHALF OF MY MEDICAL PRACTICE.
Physician Acknowledgment
I understand and acknowledge that he information registered above is accurate and reflects my identification. I further acknowledge and agree that I am a treating provider of the member identified above and that I shall only view this information for treatment purposes. I understand that as a treating provider, I am governed by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and am subject to civil and criminal penalties in the event of an improper use or disclosure of the protected health information. I understand that the criminal penalties may include jail time, plus fines ranging from $50,000 to $250,000 per improper use or disclosure. I understand and acknowledge that I am responsible for such jail time and such penalties as a result of my improper actions.
Registration Agreement
By entering my user name and password I acknowledge and agree that I shall comply with the policies, procedures and the terms and conditions of this Participation/Registration Agreement (“Agreement”), as well as the Terms of Usage for the PHRanywhere.com Program. I understand and acknowledge that the information contained on PHRanywhere.com is protected by privacy, security and confidentiality laws. The information may contain Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). I understand and acknowledge that I shall comply with any and all applicable state and federal laws with regard to the information contained on PHRanywhere.com, and I shall not access, use or disclose such information without the specific authorization of the Member or patient. I further acknowledge and agree that by utilizing my user name and password and entering into PHRanywhere, that I have been authorized to access the information regarding each Member for treatment purposes. In addition to Terms of Usage, the Privacy Policy and the policies and procedures related to PHRanywhere.com, I also agree to comply with the following terms and conditions of the Physician Participation/Registration Agreement.

ARTICLE I DEFINITIONS

1. Eligible Users means the individuals identified by Participating Provider who perform job functions within Participating Provider’s office that requires a specific level of access to Member health information and are identified by submitting access requests to PHRanywhere.
2. Health One Alliance, LLC means the entity that administers the PHRanywhere program to benefit the health and welfare benefit plans engaged by Health One Alliance, LLC or its subsidiaries and affiliates.
3. Member means an individual who participates in a health and welfare benefit plan administered by Health One Alliance, LLC or its subsidiaries or affiliates.
4. Participating Provider means you who shall be a licensed physician providing healthcare services to Member(s) defined below. 5. PHRanywhere.com means the website which provides a portal to access and transmit Member health related information including Protected Health Information.
6. Privacy Policy means the terms and conditions defined on the PHRanywhere.com website governing the use and disclosure of the information.
7. Terms of Usage means the terms and conditions defined on the PHRanywhere.com website governing the use of such site.

ARTICLE II PARTICIPATING PROVIDER RESPONSIBILITIES

1. Eligibility. Participating Provider must be a licensed physician or licensed healthcare provider who provides healthcare services to Member.
2. Submission of Records. Participating Provider shall be responsible for submitting the records relating to the clinical services provided to Members that participate in the PHRanywhere program and Participating Provider shall submit such records in a format required by PHRanywhere. Such records shall be accurate, submitted timely and free of error.
3. Liaison. Participating Provider shall designate one (1) individual liaison who shall be the contact between his or her Practice and PHRanywhere for submission of reports and maintenance of the records and reports with regard to the quality program.
4. Security. Participating Provider shall be responsible for the security of any and all hardware, software and other equipment utilized by the Participating Provider for the purpose of participating in the quality program.
5. License. Participating Provider grants to PHRanywhere and HOA a perpetual, fully paid, worldwide, non-exclusive, royalty free right and license (i) to license and/or otherwise permit others to access through PHRanywhere and use all patient data, including the Protected Health Information, provided by the Participating Provider in accordance with the PHRanywhere policies and procedures governing the electronic exchange of information pursuant to this Agreement; and (ii) to use such patient data and Protected Health Information to carry out a treatment, payment and healthcare operations in accordance with applicable state and federal laws.
6. Eligible Users. Participating Provider shall identify a list of Eligible Users within his or her office that perform job functions that require access to Member health information and submit the list to PHRanywhere. Participating Provider shall be responsible for notifying PHRanywhere in accordance with any and all deletions or additions of Eligible Users in a timely manner. Each Eligible User shall only have access to the minimum necessary information required by his or her job functions based upon Eligible Users classification. Participating Provider shall be solely responsible for all acts and omissions of the Participating Provider and/or its Eligible Users and any and other individuals who access the PHRanywhere program either through the Participating Provider password, identifier or log-on received or obtained, directly or indirectly, lawfully and unlawfully, from Participating Provider or any of the Participating Provider’s Eligible Users. Any and all acts and omissions of Eligible Users shall be considered acts and omissions of the Participating Provider. Participating Provider shall notify PHRanywhere of any and all potential breaches of the information in the inappropriate or improper uses of such information that was gained through PHRanywhere.
7. Technology Integrity. Participating Provider shall use reasonable efforts to ensure that its connection to and use of the PHRanywhere, including without limitation the medium containing any data or other information provided to HOA, does not include, and that any method of transmitting such data will not introduce, any program, routine, information, or data (including without limitation, malicious software or “malware,” viruses, worms and Trojan Horses) which will disrupt the proper operation of PHRanywhere or which may cause the PHRanywhere Program to be destroyed, damaged or rendered inoperable.
8. Patient Authorization. Participating Provider shall be responsible for obtaining the consents and applicable authorizations from its patients in order to access the Member’s data and to share such clinical and protected health information regarding the Member.

ARTICLE III OWNERSHIP

1. Patient Protected Health Information. Participating Provider shall maintain ownership and title to the medical records in accordance with the applicable state and federal rules and regulations. At no time shall PHRanywhere have ownership or title to the Member protected health information of the individual Member or submitted by Participating Provider or on behalf of Participating Provider.
2. Ownership of Databases. HOA shall maintain the ownership, title and right to the use or disclose any and all information contained within the data center with the exception of the Protected Health Information which is owned by the Participating Provider and Member. PHRanywhere is not an electronic medical record. HOA shall not have any responsibilities with regard to medical record retention or maintenance of medical records as required by applicable state and federal laws as applied to the Participating Provider.
3. HOA Rights. HOA Software programming, the data center, upgrades, modifications and the intellectual property rights therein, shall be the sole and exclusive property of HOA and shall not, in whole or in part, be considered the Proprietary Information of Participating Provider or Member.
4. Termination without Cause. PHRanywhere may terminate this Agreement without cause at any time by removing access.
5. Effective Termination. Upon any termination of a Participating Provider, the Participating Provider shall cease to be a Participating Provider and thereafter neither party nor its Eligible Users shall cease access to PHRanywhere. The confidentiality, security and privacy provisions defined herein shall continue to survive the expiration or termination of this Agreement.

ARTICLE IV LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT BY LAW, IN NO EVENT WILL HOA, PHRANYWHERE, ITS AFFILIATES, LICENSORS, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE TO PARTICIPATING PROVIDER, OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL IN ANY WAY RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE THE PHRANYWHERE PROGRAM OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY SERVICES, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF HOA HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE. THE DATA EXCHANGE THROUGH THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, THE PROTECTED HEALTH INFORMATION IS NOT INTENDED TO PROVIDE HEALTHCARE PROVIDERS OR PATIENTS WITH MEDICAL ADVICE AND SHOULD NOT BE USED FOR SUCH PURPOSES. INFORMATION CONTAINED IN PHRANYWHERE AND THE DATA CENTER IS NOT INTENDED AS AN ENDORSEMENT OF ANY PRODUCT, SERVICE OR PROTOCOL. ALL MEDICAL DECISIONS SHOULD BE MADE BY THE TREATING PHYSICIANS OR OTHER LICENSED HEALTHCARE PERSONNEL BASED UPON THEIR INDEPENDENT PROFESSIONAL JUDGMENT AND THE ORIGINAL SOURCE MEDICAL RECORD.

ARTICLE V DISCLAIMER

1. Carrier Lines. By using the PHRanywhere program, Participating Provider acknowledges that access is to 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 HOA’s or PHRanywhere’s control. HOA and PHRanywhere 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 user’s risk and is subject to all applicable local, state, national, and international laws.
2. No Warranties. Access to PHRanywhere and the information obtained by a Participating Provider pursuant to the use 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 non-infringement. The Participating Provider is solely responsible for any and all acts or omissions taken or made in reliance on the PHRanywhere or the information, including inaccurate or incomplete information. HOA and PHRanywhere disclaim any and all liability for erroneous transmissions and loss of service resulting from communication failures by telecommunication service providers or the PHRanywhere.
3. Other Participating Providers. By using the PHRanywhere, Participating Provider acknowledges that other Participating Providers have access to the PHRanywhere and the information contained in the PHRanywhere. Such other Participating Providers have agreed to comply with the PHRanywhere policies and procedures, concerning use of the information made available through PHRanywhere; however, the actions of such other parties are beyond the control of HOA or PHRanywhere. Accordingly, HOA and PHRanywhere does not assume any liability for or relating to any impairment of the privacy, security, confidentiality, integrity, availability, or restricted use of any information through PHRanywhere resulting from any Participating Provider’s actions or failures to act.
4. Unauthorized Access; Lost or Corrupt Data. HOA and PHRanywhere are not responsible for unauthorized access to the Participating Provider’s transmission facilities or equipment by individuals or entities using the PHRanywhere or for unauthorized access to, or alteration, theft, or destruction of the Participating Provider’s data files, programs, procedures, or information through the PHRanywhere, whether by accident, fraudulent means or devices, or any other method. The Participating Provider is solely responsible for validating the accuracy of all output and reports and protecting the Participating Provider’s data and programs from loss by implementing appropriate security measures, including routine backup procedures. THE PARTICIPATING PROVIDER WAIVES 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. HOA or PHRanywhere is not responsible for the content of any information transmitted or received through HOA or PHRanywhere’s provision of the services.
5. Inaccurate Data. All data to which access is made through the PHRanywhere originates from Participating Providers and other parties making data available through the PHRanywhere. All such data is subject to change arising from numerous factors, including without limitation, changes to patient health information made at the request of the patient, changes in this patient’s health condition, the passage of time and other factors. HOA or PHRanywhere neither initiates the transmission of any data nor monitors the specific content of data being transmitted. Without limiting any other provision of the terms and conditions, HOA or PHRanywhere shall have no responsibility for or liability related to the accuracy, content, currency, completeness, content, or delivery of any data either provided by a Participating Provider, or used by a Participating Provider, pursuant to the terms and conditions.
6. Patient Care. Without limiting any other provision of the terms and conditions, the Participating Provider and the Participating Provider’s Eligible Users shall be solely responsible for all decisions and actions taken or not taken involving patient care, utilization management, and quality management for their respective patients and clients resulting from or in any way related to the use of the PHRanywhere data made available thereby. No Participating Provider or Eligible User shall have any recourse against, and through the Agreements that apply thereto, each shall waive, any claims against HOA or PHRanywhere for any loss, damage, claim, or cost relating to or resulting from its own use or misuse of the PHRanywhere data made available thereby.

ARTICLE VI MISCELLANEOUS PROVISIONS

1. Notices. All notices or other communications under this Agreement shall be in writing and shall be effective upon the earlier of actual receipt, the fifth (5th) business day following transmission via electronic mail at Need Assistance. PHRanywhere may change its respective address from time to time.
2. Entire Agreement. This Agreement constitutes the entire Agreement between the parties pertaining to the subject matter contained herein and supersedes all prior and contemporaneous agreements, representations and understandings of the parties with respect to the subject matter of this Agreement. No supplement, amendment or modification of this Agreement shall be binding unless executed in writing by all of the parties.
3. Governing Law/Venue. This Agreement shall be interpreted pursuant to the laws of the State of Georgia without giving effect to conflict of laws principles. The parties agree that Fulton County, Georgia and the federal and state courts located therein shall be the exclusive venue for any action arising out of or relating to this Agreement and each party agrees to the personal jurisdiction of such courts.
4. Waiver. No waiver of any provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
5. Invalidity or Unenforceability. The invalidity of any terms or provisions hereof shall in no way affect the validity or enforceability or any other term or provision of this Agreement.
6. Third-Party Beneficiaries. This Agreement is entered into by and between the parties for their individual benefit. There is no intent by either party to create or to establish third party beneficiary status or rights or their equivalent in any subcontractor or other party which may be affected by the operation of this Agreement, and no such third party shall have any right to enforce or enjoy any benefit created or established under this Agreement.
7. Compliance with Laws/Reformation. Each party hereto shall comply with all applicable federal, state and local laws, statutes, rules and regulations, including but not limited to, the applicable provisions of HIPAA. Notwithstanding any unanticipated effect herein, neither party will intentionally conduct itself under the terms of this Agreement in a manner to constitute a violation of such laws. The parties hereto acknowledge and agree that if, in the reasonable judgment of legal counsel of either party, modifications to HIPAA, other state or federal statutes, case law, or regulations, the interpretation of any of the foregoing, or the adoption of new federal or state legislation or regulations is likely to materially and adversely affect the manner in which either party may perform its obligations under this Agreement or which shall make this Agreement unlawful, PHRanywhere shall either terminate access under this Agreement or amend the terms as defined below.
8. Amendments. HOA or PHRanywhere may amend the terms and conditions of this Agreement or modify the PHRanywhere policies and procedures at any time by providing fifteen (15) days advance written notice of the amendment or modification by placing such notice on the PHRanywhere website. If you disagree with the terns and conditions or the amended policy, you may contact PHRanywhere at Need Assistance to revoke your access and cease use of PHRanywhere.
9. Plain Meaning. Company and Participating Provider have each negotiated the terms hereof, reviewed this Agreement, carefully, and discussed it with their respective legal counsel. It is the intent of the parties that each word, phrase, and sentence and other part hereof shall be given its plain meaning, and that rules of interpretation or construction of contracts that would construe any ambiguity of any part hereof against the drafter, by virtue of being the drafter, shall not apply.
10. Compliance by Personnel. The Participating Provider represents and warrants that it has the authority to enter into this Agreement and bind all of its personnel to the terms and conditions of this Agreement at all time.
11. Force Majeure. HOA and PHRanywhere shall not be responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by fire, flood, explosion, war, strike, embargo, civil or military authorities, acts of God or by public enemy, power outages, telephone outage or by cause beyond the control of such party ("Force Majeure").

BY ENTERING THE PHRANYWHERE PROGRAM THROUGH USE OF THE USERNAME AND PASSWORD, YOU HEREBY AGREE TO THE TERMS, CONDITIONS POLICIES AND PROCEDURES APPLICABLE TO SUCH ACCESS AND USE.
Terms Relating to Super Sensitive Data
As a participating provider submitting information and accessing information from PHRAnywhere, I understand and acknowledge that the records with regard to each patient may not contain all clinical and mental health related information. Specifically, the information provided by ancillary providers and other participating providers, as well as myself, may not include health information related to HIV, AIDS CONFIDENTIAL, SUBSTANCE ABUSE, OR ANY MENTAL HEALTH RECORDS, INCLUDING, BUT NOT LIMITED TO PSYCHIATRIC OR PSYCHOLOGY RECORDS. Accordingly, I understand and acknowledge that the records provided to PHRAnywhere and accessed by myself shall not be relied upon as the entire record with regard to my patient, and I shall not make any medical judgment decisions based upon the records maintained by PHRAnywhere. I understand and acknowledge that PHRAnywhere is not an electronic medical record and I should rely upon my original medical records in order to provide medical treatment to my patients.