Terms Of Use
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TERMS OF USE

These Terms of Use (“Terms of Use”) govern your access to and use of our on-line program containing certain electronic patient health records (‘System”), and any other information, text, graphics, or other materials appearing on the System. Your access to and use of the System are conditioned on your acceptance of and compliance with these Terms of Use. By accessing or using the System you agree to be bound by these Terms of Use.

St. Paul Radiology, P.A. ("we", "us", "our") reserves the right to update and change these Terms of Use without notice.

Violation of any of the terms below may result in the termination of your account.

BASIC TERMS

You may use the System only if you can form a binding contract with us and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. If you are accepting these Terms of Use and using the System on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the System only in compliance with these Terms of Use and all applicable local, state, national, and international laws, rules and regulations.

CONFIDENTIAL INFORMATION.

We recognize both the need for timely access to accurate information in treating patients and for maintaining the confidentiality, privacy, security, availability, and integrity of such information. Due to the confidential nature of patient records and individually identifiable health, clinical, demographic, insurance, financial, appointment, and related information (collectively "Confidential Information"), measures must be taken to ensure that Confidential Information may be accessed, used, and disclosed only by authorized users for authorized purposes. We maintain Confidential Information for patients we have a relationship with in this System. Such patients may seek treatment from you and you desire timely access to such Confidential Information for the patient you are treating. Subject to these Terms of Use, we are making such Confidential Information available to you on or through this System provided such patient records are required by you in the treatment of such patient. Accordingly, you agree to comply with these Terms of Use.

LICENSE.

Subject to these Terms of Use, we grant to you and you accept, a non-exclusive, nontransferable, revocable, limited license to access and use the System solely for the purpose of obtaining the Confidential Information of a patient that you are currently treating as may be required for its treatment of such patient to the extent such disclosure and use is permitted under the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder at 45 CFR Parts 160, 162, and 164 ("HIPPA") and Minnesota state law.

NO RIGHT TO PERMIT OTHER USE; PROHIBITED USES; RESTRICTIONS.

You do not have any right to receive a copy of System software in any form and do not have a right to receive source code. To the extent our license or rights in the System are subject to an agreement or grant from any third party (e.g. software vendors that supply the System or related components to us (each a "System Vendor")), the license and rights received by you are expressly subordinate to and limited to the extent of such license and rights we received from the third party. You shall not market, sell, distribute, sublicense, use, modify, change, reverse assemble, reverse compile, reverse engineer, translate, reproduce, dispose of, rent, lease or authorize or permit use of, or otherwise display, disclose, transfer or make available, any portion of the System, except as expressly permitted in these Terms of Use. You shall use the System only for your own account and shall not use any part of the System to provide separate services or sublicenses to any third party.

You acknowledge that access to the System is provided over various faculties 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") that are 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 laws.

In consideration for receiving access to the System, you agree to notify us of all System problems which come to your attention, and hereby assign to us all right, title and interest to any improvements or enhancements arising from any action taken us in response to your error reports or improvement or enhancement requests, together with all property rights therein including, without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights created or derived from such processes.

YOUR USE OF CONFIDENTIAL INFORMATION.

YOU WILL RETRIEVE OR ATTEMPT TO RETRIEVE FROM THE ONLINE VIEWING SYSTEM ONLY THE SPECIFIC CONFIDENTIAL INFORMATION OR OTHER DATA: THAT IS DIRECTLY RELATED TO THE TREATMENT OF PATIENTS WITH WHOM YOU HAVE A FORMAL TREATMENT RELATIONSHIP; FOR WHICH YOU HAVE A LEGITIMATE, JOB-RELATED NEED TO KNOW; AND THAT IS DIRECTLY RELATED TO THOSE PATIENTS FOR WHOM YOU HAVE BEEN ASKED TO PROVIDE MEDICAL SERVICES AND/OR CONSULTATIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, YOU ARE SOLELY RESPONSIBLE FOR OBTAINING ANY CONSENT REQUIRED FROM SUCH PATIENT TO OBTAINING THEIR CONFIDENTIAL INFORMATION FROM US THROUGH USE OF THE SYSTEM OR OTHERWISE.

Furthermore, in exchange for such access and use you shall:

1. Protect the confidentiality, privacy, security, availability, and integrity of all Confidential Information. 2. Fully comply with applicable federal, state, and local laws concerning such Confidential Information. 3. Fully comply with our organizational policies and procedures. 4. Not act or fail to act in a manner that may cause us to not be in compliance with any federal, state, or local law or with our policies and procedures. 5. Access, use, and/or disclose Confidential Information only as necessary to provide patient care services. 6. Accurately designate whether you have a formal treatment relationship with the patient. 7. Access, use, and disclose Confidential Information only as needed by you to perform your legitimate duties in connection with your lawful obligations and patient care responsibilities. You agree not to access, use or disclose Confidential Information in a manner that would violate HIPAA or any other applicable rules and laws. 8. Not access or use Confidential Information that you have no legitimate need to know. 9. Not in any way disclose, divulge, copy, release, sell, loan, revise, alter, or destroy any Confidential Information except as properly authorized within the scope of your job responsibilities. 10. Not misuse or carelessly care for or fail to safeguard Confidential Information. 11. Ensure that no programs or devices, such as viruses, worms, Trojan horses, or other forms of malicious or potentially destructive computer code or computer sabotage, will be placed within the System that could disrupt use of the System, or any system, equipment, or software to which the System is interfaced or connected, could destroy, alter, or damage Confidential Information or make data inaccessible or delayed, or could permit any unauthorized personnel to access the System.

YOUR USER ID AND PASSWORD.

You are responsible for maintaining the security of your account and password. We cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. Your User ID and password are your unique identifiers for the System. Your User ID and password are the equivalent of your signature. You are the only person authorized to use your User ID and password. You must not allow others to use your user ID and/or password. You agree to safeguard and will not disclose your User ID and password. You understand that it is your responsibility to log out of the System. You will not, under any circumstances, leave unattended a computer terminal to which you have logged on. You will not, under any circumstances, let another person work under your User ID or Password. You accept responsibility for all activities undertaken using your User ID and password. You will select a password in accordance with our policies and procedures. Passwords should not be written down or posted where they can be seen or easily discovered by others. For instance, passwords should not be posted on terminals or cabinet doors or carried in a case with a laptop. If you have reason to believe the confidentiality of your password has been compromised, you will change your password.

SAFEGUARDS.

You will implement and use appropriate administrative, physical, technical, and procedural safeguards to protect the privacy, security, confidentiality, integrity, and availability of Confidential Information entered into, contained on, or transmitted or accessed through the System, to protect against reasonably anticipated threats, and to prevent use or disclosure of such Confidential Information other than as required or permitted by these Terms of Use or required by law. Such safeguards shall comply with federal, state, and local requirements including but not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Health Information Technology for Economic and Clinical Health Act (the HITECH Act) or their implementing regulations.

OUR RIGHT TO MONITOR.

You understand and agree that we have the right to monitor, and to conduct and maintain an audit trail of, access to patient and other Confidential Information and to record the user, date, and patient identification of all access to the System and/or Confidential Information that is electronically maintained. You waive any right to privacy with respect to the use of the System.

NOTIFICATION.

In addition to any other notices required under these Terms of Use, you shall immediately notify us in the event you discover or suspect:

(a) any unauthorized use of or access to the System; (b) any use or disclosure of Confidential Information contained on the System not permitted by these Terms of Use; (c) any action or omission that may adversely affect the confidentiality, privacy, security, integrity, or availability of any Confidential Information; (d) the recognition or introduction of any virus or any malicious or destructive programs; (e) any actual or suspected breach of these Terms of Use or our protocols, policies, or procedures that affects or may affect Confidential Information entered into contained in, or transmitted or accessed through the System; (f) any security incident, as defined in HIPAA, of which you become aware; or (g) a breach, as defined in the HITECH Act, that you may discover.

In providing us with any notices hereunder, you shall also provide us with your phone number, address and other contact information necessary for us to contact you with respect to such matter.

ACCESS TO THE SYSTEM.

While we will use commercially reasonable effort to maintain the availability of the System, we make no representations or warranties as to the availability, performance or functionality of the System, which is made available to you on an "AS IS," "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the System or any information accessed; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the System or any information accessed; (iii) the deletion of, or the failure to store or to transmit, any information and other communications maintained by the System; and (iv) whether the System will meet your requirements or be available on an uninterrupted, secure, or error-free basis: (v) the results that may be obtained from the use of the System be accurate or reliable, (vi) the quality of any information or other material obtained by you through the System will meet your expectations; and (vii) any errors in the System will be corrected. No advice or information, whether oral or written, obtained from us or through the System, will create any warranty or representation not expressly made herein.

We reserve the right, in our sole discretion, to suspend or revoke your access, or any person's or entity's access, without notification at any time, on a permanent or temporary basis.

INDEMNIFICATION.

You will fully indemnify us from and against any liability, damages, costs and fees (including any reasonably attorneys' fees) arising out of your misuse of the System or breach of any representation set forth herein. Any violations will be pursued and prosecuted to the fullest extent of the law.

REMEDY OF SECURITY INCIDENT.

You will cooperate fully with us with respect to any investigation, audit, or other compliance activity related to an actual or suspected breach and will take all reasonable actions, consistent with our recommendations or instructions, to cure the breach and prevent future breaches, and to mitigate the effects of the breach.

LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY NATURE OR KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR KNEW OF OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES, AND NOTWITHSTANDING THE FORM (E.G., CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST US. IN THE EVENT WE ARE HELD LIABLE FOR DAMAGES OF ANY NATURE OR KIND WHATSOEVER, DESPITE THE PROVISIONS OF THE FOREGOING SENTENCE, OUR LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OF USE WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT EXCEED $200, FOR ALL CLAIMS, ACTIONS, AND CAUSES OF ACTION OF EVERY KIND AND NATURE.

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

UNAUTHORIZED ACCESS; VALIDATION OF DATA; LOST OR CORRUPT DATA.

We are not responsible for unauthorized access to your transmission facilities or equipment by individuals or entities using the System or for unauthorized access to, or alteration, theft, or destruction of data files or information through the System, whether by accident, fraudulent means or devices, or any other method. You are solely responsible for validating the accuracy of all output, data and reports and protecting your data and programs from loss by implementing appropriate security measures. You 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, the use of third-party software, or otherwise. We are not responsible for the content of any information transmitted or received through the System or provision of the services hereunder.

PATIENT CARE.

Without limiting any other provision of these Terms of Use, you shall be solely responsible for all decisions and actions taken or not taken involving patient care, utilization management, and quality management for your respective patients and clients resulting from or in any way related to the use of the System, services or the data made available thereby. You shall not have any recourse against, and shall waive, any claims against us and the System Vendors for any loss, damage, claim, or cost relating to or resulting from its own use or misuse of the System and/or the services or the data made available thereby.

DATA ACCURACY.

Without limiting any other provision of these Terms of Use, we shall not have any responsibility for or liability related to the accuracy, currency, completeness, content, or delivery of any Confidential Information or other data accessed by you through use of the System or otherwise disclosed or provided to you by us.

NO OWNERSHIP OF CONFIDENTIAL INFORMATION.

You understand you have no right or ownership interest in any Confidential Information, the System, or your User ID or password.

EFFECT OF TERMINATION.

Upon termination of these Terms of Use for any reason, neither party will have any further rights or obligations hereunder except for: (a) obligations accruing prior to the date of termination, and (b) obligations, promises or covenants contained herein that by their nature are intended to extend beyond the termination of these Terms of Use. Upon termination of these Terms of Use, your right to use the System shall immediately terminate. The following provisions of these Terms of Use shall survive any termination these Terms of Use: Section entitled "No Right to Permit Other Use; Prohibited Uses; Restrictions", Section entitled "Your Use of Confidential Information", Section entitled "Your User ID and Password", Section entitled "Safeguards", Section entitled "Notification", Section entitled "Access to the System", Section entitled "Indemnification", Section entitled "Remedy of Security Incident", Section entitled "Limitation of Liability", Section entitled "Unauthorized Access; Validation of Data; Lost or Corrupt Data", Section entitled "Patient Care", Section entitled "Data Accuracy", Section entitled "Ownership of Confidential Information", Section entitled "Effect of Termination", and Section entitled "Miscellaneous".

MISCELLANEOUS.

These Terms of Use constitute the entire agreement between you and us with respect to the subject matter herein, and supersedes all other prior and contemporary agreements, understandings and commitments between us and you with respect to the subject matter of these Terms of Use. Upon your agreement to these Terms of Use, all prior agreements between you and us relating to the subject matter contained herein shall terminate and be superseded in all respects by the terms of these Terms of Use. These Terms of Use will not be assigned by you without our prior written consent. These Terms of Use shall be binding upon the parties hereto and their permitted successors and assigns. All waivers under these Terms of Use will be in writing in order to be effective. No waiver by a party of any breach of these Terms of Use or waiver of any other provision will be deemed a waiver of any other breach or provision, and no performance by a party after any breach by the other party will be deemed to be a waiver of any breach. No failure or delay by a party to exercise any right it may have by reason of the other party's breach will operate as a waiver of default or as a modification of these Terms of Use or will prevent the exercise of any right of the non-defaulting party under these Terms of Use. If any part of these Terms of Use should be held to be void or unenforceable, such part shall be treated as severable, and the remainder of these Terms of Use shall be valid and enforceable by the parties. There shall be no third-party beneficiaries under these Terms of Use. These Terms of Use will be governed and interpreted in accordance with the laws of the State of Minnesota. Both parties hereby consent to the exclusive jurisdiction of the state of Minnesota and to the exclusive venue of the state and federal courts located in the county of Hennepin. We shall not be liable in the event we are delayed or prevented from fulfilling any of our obligations under these Terms of Use due to an act of God, act of civil or military authorities of a state or nation, fire, strike, flood, riot, war, delay to transportation, or any other cause beyond our reasonable control and we shall not be considered to be in default under these Terms of Use.

YOUR AGREEMENT TO THIS BINDING AGREEMENT.

By logging in to this site, you are acknowledging that you have read, agree to, and shall be bound by all of the above conditions.

If you do not agree or if you do not have authority to agree, then immediately log off this website.

You may obtain a printed copy of these Terms of Use upon request. Please call our administrative office at 651.292.2000 to request a copy.

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