DrConnect Administration Security Agreement
(Must be signed or otherwise electronically accepted by an officer of the Company or individual duly authorized by the Company to Conduct Company Business)

This DrConnect Administration Security Agreement ("Agreement") effective made as of the day access to DrConnect is granted to you ("Effective Date"), by and between The Cleveland Clinic Foundation ("CCF"), an Ohio nonprofit organization having its principal office at 9500 Euclid Avenue, Cleveland, Ohio, 44195, and the Company identified in the field above (“Company”), having its principal office at as identified above (each a “Party” and collectively, the “Parties”).

WHEREAS, Company desires to grant authority to one or more individuals who shall act as the Company Site Administrator (as defined below in Section 1) to request specific changes further described in Section 2 regarding its use of DrConnect (as defined in Section 1); and

WHEREAS, CCF desires to enter into this Agreement with Company through Site Administrator to facilitate changes as further described in this Agreement on the following terms and conditions;

Definitions.

(A)           “Affiliates" means any legal entity in which a party, directly or indirectly, holds more than fifty percent (50%) of the shares or voting rights or controls or is under common control with that legal entity.

(B)           “CCF Confidential Information” means the confidential, proprietary, patient and clinical information, financial, patient identifiable, protected health information or employee identifiable information, intellectual property, either provided by CCF through DrConnect or from any other source or in any form.

(C)           “Company” means the entity identified in the registration documentation that is using DrConnect and its Services, including but not limited to, nursing homes, physician practice, hospitals, long-term care facilities, skilled nursing facilities, social service agencies, insurance agencies, clinical study research organizations, or any other entity that may use or rely on the DrConnect Account or Services.

(D)           “DrConnect” means the platform for remote access to the CCF electronic medical records system.

(E)           “DrConnect Terms and Conditions of Use” or “Terms” are those terms and conditions found at the Website that govern a User’s use of their Account.

(F)           “Account” means an individual set of credentials created by Company on DrConnect to allow access to DrConnect for User(s).

(G)           “Effective Date” means the date after this Agreement is executed by Company and upon which CCF grants approval for access to DrConnect.

(H)           “Expanded Use” means privileged access to DrConnect beyond its standard features, which may include but is not limited to patient search, patient record creation and upload, order placement, and video conferencing.

(I)           “HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and the related regulations.

(J)           “PHI” means Protected Health Information as defined in HIPAA 45 C.F.R. § 164.501.

(K)           “User” means any physician, employee, independent contractor, agents or subcontractor of Company who has been granted access to DrConnect, through an Account, and subject to the authorization of Site Administrator.

(L)           “Services” means any features or capabilities tangential to DrConnect available to Company.

(M)           “Website” means the DrConnect website that facilitates access to the DrConnect service.

Use and Restrictions.
The Site Administrator represents that they are a duly licensed officer of Company, or they have been duly authorized by Company to agree to the terms and conditions of this Agreement. Company hereby represents and affirms that it hereby executes this Agreement and shall execute a Participant Sign Up Form, or other documentation as reasonably requested by CCF.

Limited Use License.
CCF grants, on behalf of itself, or as the case may be, its affiliates, a limited, revocable, non-assignable license to Company to allow only those individuals either employed or contracted by Company to become a User to make use only of the Website and the associated services in accordance with this Agreement and the Terms. Company may further have the limited right, in accordance with these terms and conditions of use, to allow User(s) to use DrConnect through Account(s), but shall at all times remain responsible and liable for the actions of User(s). Company shall permit any User to create an Account who is located in or otherwise operates from a location restricted by Epic. Company acknowledges and agrees that all Users authorized by Company must agree to the terms and conditions in the DrConnect Terms and Conditions of Use (“Terms”) as set forth at the Website, prior to such User accessing or having access to DrConnect. Company hereby grants to its Site Administrator the authority to (i) request changes to its data from CCF to ensure that its data is current and accurate; (ii) manage User Accounts associated with Company; and (iii) receive notices associated with this Agreement and the Terms. This limited use license expressly excludes, without limitation, (1) any right or license of reproduction, duplication, sale, resale or other commercial use of the Website or DrConnect and the associated services or data contained within; (2) making any derivative of the Website or DrConnect or the associated services or data contained within; (3) the collection and use of user e-mail addresses or other user information, including, without limitation, health information or any data extraction or data mining in any form.

Site Administrator.
Company represents that it shall identify and maintain at least one User as a DrConnect Site Administrator, with such individual obtaining a Site Administrator Account. Such Site Administrator Account shall be kept current with accurate Company information, including but not limited to, contact information and, wher applicable, payment information. No User shall logon to DrConnect without first receiving documented approval from the Site Administrator. No unauthorized individual working with the Company may logon to DrConnect. Requests that the Site Administrator may make include: ?a? adding additional Users for the Company to use DrConnect, ?b? changes to Users e-mail addresses, ?c? deleting Users from the Company account, ?d? changing Users or the Company's or Users physical address and telephone number, ?e? changing other public contact information concerning the Company's personnel, (f) identify patients needed for access to DrConnect, and ?g? accessing PHI, provided the Company sends to CCF a signed consent/release of records from that specific patient for whom PHI have been requested as required to comply with applicable law. No phone call requests shall be granted. All such requests must be made either via email, by fax, or by written letter properly postmarked and mailed to CCF. Once CCF receives such request, CCF personnel will make approved changes. CCF reserves the right to disallow certain change requests, but shall contact the Company for clarification purposes and shall convey to Company its reason for rejecting such request. No other use or right is granted under this Agreement.

Expanded Use.
CCF may, in its sole discretion, grant to Company and its Users access to increased functionality in its Accounts (“Expanded Use”), which may include functionality to: (i) search patients to add to User’s patient list; (ii) place orders with CCF; (iii) create limited shell records; (iv) virtual visits or recording; and (v) other functionality as added by CCF. CCF shall have absolute authority to determine which of the above functionality Company and its Users will have access to. If Company’s Users are permitted Accounts with access to Expanded Use, Company agrees to periodically audit use of its Users to ensure compliance with the Terms. For the avoidance of doubt, research use cases are not eligible for Expanded Use, and Accounts with access to Expanded Use cannot be used for research purposes.

Company Security.
Company has established and shall maintain and adhere to an information security program that (i) ensures the confidentiality, availability, security, and integrity of CCF’s Confidential Information, (ii) protects against any anticipated threats or hazards to the confidentiality, availability, security, and integrity of CCF’s Confidential Information, (iii) protects against unauthorized access to or use or disclosure of CCF’s Confidential Information, (iv) ensures the proper and secure disposal of CCF’s Confidential Information. Such security program shall consist of policies, procedures, and routine training and testing related to the proper protection of PHI and other sensitive data, and to achieve and maintain compliance with applicable laws related to PHI and other sensitive data. Such security program shall be implemented for Company employees and contractors with access to CCF Confidential Information, and will include (i) physical, technical, and administrative controls that are appropriate for Company’s operations and the nature of the sensitive data Company accesses and processes.

Independent Contractor Status.
Both Parties hereto are independent contractors and such relationship will not establish any partnership, joint venture, employment, franchise, or agency between the Parties.

Publicity and Use of Name.
Neither party shall use the name, logo, likeness or trademarks of the other party for any advertising, marketing or endorsement purposes without the prior written consent of the other party for each such use.

Term and Termination.
This Agreement shall commence as of the Effective Date of this Agreement and shall run concurrently with the Company's account established under this Agreement. This Agreement shall continue until and unless otherwise terminated. Either party may terminate this Agreement at any time for any reason upon thirty (30? days prior written notice to the other party. Notwithstanding the foregoing, CCF reserves the right to immediately terminate Company's access to DrConnect in the event of any alleged or actual breach of any terms of this Agreement or the terms within any Exhibit. Upon termination of any User or User with an Account, Company will delete, or will request CCF to delete, the Account. Company is and shall remain liable for the actions and omissions of all Users who have an account or otherwise have access to DrConnect under this Agreement.

No Warranty (Services Provided AS IS).
DRCONNECT AND THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS”. CCF HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE AND CCF SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CCF periodically reviews and modifies, where appropriate, its security policies and procedures. Please note that, by its nature, a Website cannot be absolutely protected against intentional or malicious intrusion attempts. Furthermore, CCF does not control the devices or computers or the Internet over which the Company may choose to send confidential or personal information and cannot, therefore, prevent such interceptions or compromises to such information while in transit to CCF. Therefore, CCF hereby makes no guarantee as to security, integrity or confidentiality of any information transmitted to or from this Website, or stored within this Website. COMPANY EXPRESSLY AND SOLELY ASSUME THE SOLE RISK OF TRANSMITTING ITS INFORMATION AS IT RELATES TO THE USE OF THIS WEBSITE, AND FOR ANY DATA CORRUPTIONS, INTENTIONAL INTERCEPTIONS, INTRUSIONS OR UNAUTHORIZED DISCLOSURE OF OR ACCESS TO INFORMATION, OR OF ANY DELAYS, INTERRUPTIONS TO OR FAILURES PREVENTING THE USE THIS WEBSITE.

Limitation of Liability.
CCF SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DIRECT, INDIRECT, OR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS ARISING UNDER THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CCF'S FULL LIABILITY ARISING IN CONNECTION WITH OR UNDER THIS AGREEMENT ?WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT, MISREPRESENTATION, FRAUD, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LAW? EXCEED THE FEES PAID, IF ANY, TO CCF FOR THE COMPANY'S USE OF DRCONNECT.

Indemnification.
Company shall indemnify, hold harmless and defend CCF, its officers, directors, employees, shareholders, Affiliates and agents from and against any claims and shall pay all losses, damages, liabilities, claims and actions, and all related expenses and defend CCF, its officers, directors, employees, shareholders, from any acts or omissions of the Company, including but not limited to the acts or omissions of its Users and/or any breaches of this Agreement, including but not limited to breaches, misuse or unauthorized access to any PHI (as described below as a Security Incident).

Applicable Laws and Venue.
Regardless of where the Company is domiciled, the Company agrees and understands that this Agreement shall be governed, construed and enforced in accordance with the laws of the State of Ohio, without giving effect to any principles of conflicts of laws, and the federal laws of the United States. Regardless of where the Company is domiciled, all actions shall be brought before the United States District Court for the Northern District of Ohio, Eastern Division, or the Cuyahoga County Court of Common Pleas for state court claims. Regardless of where the Company is domiciled, no local, federal, national, state or international laws, regulations or rules shall supersede the laws or jurisdiction in this section.

Force Majeure.
Neither party will be liable for any delay in performance hereunder if such delay is due to causes beyond the reasonable control of such party. Such causes will include, without limitation, fires, floods, strikes or other labor disputes, war, criminal disturbances, power failure, acts of God and restrictions imposed by any governmental agency. In the event such delay or nonperformance extends beyond thirty ?30? days, either party may, at its option, cancel any portion of this Agreement and/or extend any date upon which any performance is due, and neither party will assess any damages against the delaying party in such event.

Compliance with Laws.
Company warrants and represents that it is in compliance with and shall remain in compliance with all applicable international, and local, federal, national, and state laws, rules and regulations governing its use of PHI and DrConnect. Company further represents and warrants that it has not been debarred, suspended, excluded or otherwise determined to be ineligible to participate in federal healthcare programs or federal procurement and non-procurement programs ?collectively, “Debarred”? and agrees not to engage or assign any User to perform services under this Agreement who has been Debarred. Company further represents and warrants that it is not currently under sanctions from any governmental entity in a territory in which CCF currently operates (“Sanctioned”). Company acknowledges that CCF shall have the right to terminate this Agreement immediately if Company or a User is Debarred or Sanctioned. Accordingly, Company shall provide CCF with immediate notice if during the term of this Agreement the Company ?i? receives notice of action or threat of action with respect to its Debarment; or ?ii? becomes Debarred. By entering into this Agreement, the Parties specifically intend to comply with all applicable state and federal laws, rules and regulations. No part of any consideration paid hereunder is a prohibited payment for the recommending or arranging for the referral of business or the ordering of items or Services; nor are the payments intended to induce illegal referrals of business. If any part of this Agreement is determined to violate federal, state, or local laws, rules, or regulations, the Parties agree to negotiate in good faith revisions to the provision or provisions which are in violation in order to make them compliant. In the event the Parties are unable to agree to new or modified terms as required to bring the entire Agreement into compliance, either party may terminate this Agreement on written notice to the other party.

Conflict of Interest.
The Site Administrator represents that they are a duly licensed officer of Company, or they have been duly authorized by Company to agree to the terms and conditions of this Agreement. Company hereby represents and affirms that it hereby executes this Agreement and shall execute a Participant Sign Up Form, or other documentation as reasonably requested by CCF.

HIPAA.
The Site Administrator represents that they are a duly licensed officer of Company, or they have been duly authorized by Company to agree to the terms and conditions of this Agreement. Company hereby represents and affirms that it hereby executes this Agreement and shall execute a Participant Sign Up Form, or other documentation as reasonably requested by CCF.

Joint and Several Liability.
Company and its Users shall be jointly and severally liable for the actions taken by either under this Agreement and CCF may take action against Company or Users or both related to any act or omission hereunder. Regardless of the form of action taken by CCF, Company is ultimately responsible for the acts and omissions of its Users.

Security Incident Notification.
In the event Company becomes aware of any (i) unauthorized or malicious access, use or disclosure of Confidential Information; (ii) unauthorized or malicious access to or use of CCF systems, including Websites and DrConnect; and/or (iii) unauthorized or malicious access to or use of Company’s systems or confidential information (each individually or any combination thereof a “Security Incident”), Company shall report such Security Incident to CCF – in full compliance with HIPAA, as any of these rules, regulations and laws may be amended from time to time. Such notification of any alleged unauthorized uses, access or disclosures of PHI ?in any form? shall promptly be made to CCF at [email protected] no later than twenty-four (24) hours from the date that Company became aware of such alleged unauthorized uses, access or disclosures, or should have known or should have become aware of such alleged unauthorized uses, access or disclosures. Company shall mitigate, to the extent practicable, any harmful effects of said use, access or disclosure that are or should be known to it.

Confidentiality.
The Company is bound to all confidentiality obligations hereunder, including without limitation, those related to safeguarding CCF Confidential Information. Company shall not disclose any of the CCF Confidential to any third party, except its Users as required to perform Company services pursuant to this Agreement. Company shall be responsible for any breach of this Agreement by its Users. It is understood that CCF is the exclusive owner of the CCF Confidential Information disclosed to Company, and no intellectual property rights or license is hereby granted to Company by this Agreement and the disclosure of CCF Confidential Information shall not result in any obligation to grant the Company any rights in or to the subject matters of the CCF Confidential Information.

Fees.
In the event Fees are associated with Company’s use of DrConnect, Company agrees to pay any and all applicable fees agreed to by the Parties in accordance with any CCF invoice.

Integration.
This Agreement and its Exhibits constitute the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and warranties, representations and/or agreements between the Parties in connection with the subject matter hereof, except as specifically set forth and referred to herein. Other documents referred to in this Agreement are an integral part hereof and by this reference are incorporated herein. For purposes of this Agreement, the Parties intend and agree that a signed copy delivered by facsimile or electronically shall be treated by the Parties as an original of this Agreement and shall be given the same force and effect. In witness whereof, the Parties hereto have caused this Agreement to be executed by their authorized agents as of the date first above written. The Parties agree that this contract in electronic form shall not be denied legal effect, validity, or enforceability and shall be provided the same legal status as traditional written contracts, per the Ohio Uniform Electronic Transactions Act (ORC 1306) and the Electronic Signatures in Global and National Commerce Act (ESIGN, Pub.L. 106-229, 14 Stat. 464, enacted June 30, 2000, 15 USC 96).

SITE ADMINISTRATOR REPRESENTS THAT SITE ADMINISTRATOR HAS THE AUTHORITY TO SIGN THIS AGREEMENT ON BEHALF OF COMPANY AND BINDS COMPANY TO THE TERMS OF THIS AGREEMENT REGARDLESS OF COMPANY POLICY, INCLUDING ANY SIGNATURE AUTHORITY POLICY, AND IF UNSURE, HAS REVIEWED COMPANY’S POLICIES IN THAT REGARD OR HAS OTHERWISE OBTAINED AUTHORIZATION FROM COMPANY TO BIND IT TO THIS AGREEMENT. CCF HAS RELIED UPON SITE ADMINISTRATOR’S REPRESENTATION AS A CONDITION TO PROVIDE ACCESS TO DRCONNECT. UPON SIGNATURE BY SITE ADMINISTRATOR, CCF WILL PROVIDE NOTICE OF ACCEPTANCE OF THE AGREMEENT.

EXHIBIT A

DrConnect Terms and Conditions of Use

1. Definitions. Any capitalized terms in this Exhibit A that are not defined herein shall have the same meaning given in the Agreement.
1. “Account” means an individual set of credentials created by Company on DrConnect to allow access to DrConnect for User(s).
2. “Company” means the entity that employs or otherwise contracts User, has agreed to the DrConnect Security Agreement with CCF, and has designated a Site Administrator.
3. “DrConnect” means the platform for remote access to the CCF electronic medical records system.
4. “Site Administrator” means an individual employee of Company who is responsible for managing Company’s Users.
5. “User” means any physician, employee, independent contractor, agents or subcontractor of Company who has been granted access to DrConnect, through an Account, and subject to the authorization of Site Administrator.
6. “Website” means the DrConnect website that facilitates access to the DrConnect service.
2. Access to DrConnect.
1. Limited Use License. CCF grants, on behalf of itself, or as the case may be, its affiliates, a non-exclusive, limited license to User to make use only of the Website and the associated services through an Account in accordance with these Terms. Company shall further be allowed, in accordance with these terms and conditions of use, to allow User(s) to use DrConnect through Account(s), but shall at all times remain responsible and liable for the actions of User(s). User shall not use DrConnect if User is located or otherwise operating from any country prohibited by Epic for use of Epic tools or systems.
2. Privacy Statement and Notice of Privacy Practices. Company and Users will find information on use of personal information in the CCF Privacy Statement and Notice of Privacy Practices explaining how personal data is processed.
3. Appropriate Use and Restrictions on Use.
1. By accessing DrConnect, User may be able to view information, including but not limited to confidential, proprietary, patient and clinical information, including patient medical records, financial, patient identifiable, protected health information or employee identifiable information, intellectual property, from any source or in any form ?herein known as "Confidential Information"?. User agrees to comply with this Agreement concerning the security and confidentiality of the Confidential Information. User also agrees to comply with all privacy and security rules issued and all applicable provisions, including but not limited to, and if applicable, those of a Covered Entity or Business Associate, under the Health Insurance Portability and Accountability Act of 1996 ?"HIPAA"? and the American Recovery and Reinvestment Act of 2009 and associated Health Information Technology for Economic and Clinical Health Act ?"HITECH"?.
2. User agrees not to email any Confidential Information unless specifically allowed by CCF, and at all times consistent with the level of access that User has been granted.
3. User agrees that User will not save Confidential Information to portable media devices or any cloud environment, or to any other device or computer. Confidential Information may not be downloaded to any other media without the express written authorization from CCF. The exception to these prohibitions shall be a transfer of PHI by User to Company’s electronic medical record, or printing, when such transfer meets the requirements of HIPAA and/or is the result of an appropriate authorization by the patient whose record is transferred.
4. User will only access patient records for which User has a legitimate business purpose (treatment, payment, operations, quality improvement, or research) to access, or records for which User has received a valid patient authorization. In accessing a patient record, User shall only view those portions of the record that directly pertain to User’s legitimate business purpose.
5. User shall not release User's tokens, PINs, or log in credentials ?"Sign On Code"? to any person, including any employee or person acting on User's behalf. User agrees not to allow anyone else to access CCF Systems under User's Sign On Code. User agrees to notify CCF immediately if User becomes aware or suspects that another person has access to User's Sign On Code or if User has lost User's Sign On Code.
6. User agrees not to allow any unauthorized person to use or access the Confidential Information either onsite or remotely. User agrees not to allow User's family, friends, or other persons to see the Confidential Information on User's computer screen while User is accessing the CCF Systems. User further agrees to fully log out of the CCF Systems before leaving any computer or workstation.
7. User agrees to access Confidential Information only for those patients with whom User has a treatment, payment, healthcare operations, quality improvement, or research relationship. User also agrees to access only the minimum amount of Confidential Information necessary to perform User's legitimate job functions. User agrees that User is strictly prohibited from accessing information about patients who are not User's patients or as otherwise provided under a DrConnect Security Administration Agreement and shall hold CCF fully harmless, shall defend and indemnify CCF, its officers, employees and agents from and against any damage, fees ?including without limitation, attorneys fees?, penalties and/or losses from any such claim brought against CCF related to such unauthorized access.
8. User agrees that CCF may audit and periodically monitor compliance with this Agreement. User agrees to fully cooperate with such audit of User’s use of its Account, which may include providing clinically relevant proof and/or documentation related to the audit requests. If User does not cooperate with the audit or CCF suspects that a breach may have occurred, CCF reserves the right to suspend access to the User until CCF determines that such User and their Account may retain its access to DrConnect.
9. User agrees that User's obligations under this Agreement, including confidentiality obligations, will continue past the point that User’s access to DrConnect terminates, regardless of the reason for such termination.
10. User agrees that if User breaches any provision of this Agreement, CCF has the right to terminate User's access to the CCF Systems immediately and User may be subject to disciplinary action, including discharge, loss of privileges, termination of contract, civil or criminal action taken against User, including the assessment of applicable penalties as it relates to such breach or any other remedy available to CCF.
11. User is responsible and accountable for all entries made and all retrievals accessed under User's Sign-On Code, even if such action was made by User or by another due to User's intentional, unintentional or negligent act or omission.
12. User agrees not to use the Confidential Information in any way detrimental to the individual to whom the information pertains, or to CCF.
13. This limited license expressly excludes, without limitation, any right or license of reproduction, duplication, sale, resale or other commercial use of the Website and the associated services or data contained within, making any derivative of the Website or the associated services or data contained within, the collection and use of user e-mail addresses or other user information, including, without limitation, health information or any data extraction or data mining in any form.
14. The license to use CCF's Electronic Medical Records via DrConnect is limited to use in Company facilities and/or User’s home PC(s) only. User(s) agrees not to, to access DrConnect from any other access point, including without limitation, using personal devices (i.e, in airports, restaurants, public internet kiosks, etc.). User shall use appropriate technical and security safeguards, such as a personal firewall, Adware/Spyware protection, up-to-date anti-virus protection, and access control (consisting of at least a UserID and a Password that complies with CCF password requirements) on all user end points, designed to protect the confidentiality, integrity and availability of CCF Confidential Information and systems. It shall be a violation of this Agreement to attempt to or to actually subvert, remove, or otherwise bypass any security controls or requirements.
4. Expanded Use.
1. In the event User's Account access includes Expanded Use, User further agrees:
1. that User will not access Confidential Information for "curiosity viewing" or "snooping" patient records;
2. that viewing Confidential Information of User's children, family members, friends, or coworkers, is prohibited, even if that individual asks them to, unless such access is necessary to provide services to patients with whom User has a treatment, payment or healthcare operations relationship, or as otherwise provided under a DrConnect Security Administration Agreement;
3. that viewing User’s own Confidential Information through DrConnect is prohibited;
4. that while User is under no obligation to use their Account to place orders, any order placed by User shall be valid and not made in violation of any applicable law or regulation.
2. Sanctions and Debarment. Each User with Expanded Use access understands and agrees that they shall be subject to periodic review to ensure that no User is debarred, excluded, suspended, or otherwise determined to be ineligible to participate in federal or state health care programs, including the Medicare and Medicaid programs. Each User will be required to provide and update, as-requested or as becomes necessary due to any material change, certain personal information to facilitate the review. Notwithstanding the foregoing, User remains responsible for immediately ceasing use of DrConnect and its related services in the event User is debarred from participation in any government healthcare program or in the event User is sanctioned by any government with authority over a territory in which CCF operates.
5. DrConnect Security.
When using DrConnect, information will be transmitted over a medium that is beyond the control of CCF and its contractors. Once the information is received by CCF, Company’s medical information will be treated as confidential and given the same protection that all other CCF medical records are given. CCF is not responsible, and shall have no liability for, security failures on Company’s network or within its systems.
6. Compliance Investigations.
CCF reserves the right to conduct investigations related to appropriate use of DrConnect and/or any CCF Website by User. User agrees that they shall comply fully with all reasonable requests by CCF related to an investigation of User’s use, and further understands that failure to reasonably comply may result in User’s revocation of access, in whole or in part, to DrConnect.
7. Removal of Access.
CCF may, in its sole discretion, suspend and/or remove access to Accounts or Users throughout the term of the Agreement. In the event an Account or User is suspended or removed by CCF, CCF will work with Company to maintain access to Company data through an Account or User that is in good standing.
8. No Warranties.
THIS SITE AND ALL OTHER SITES HOSTED BY CCF AND THE CONTENT CONTAINED HEREIN AND THEREIN ARE PROVIDED BY CCF ON AN "AS IS" BASIS. CCF MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF ITS SITES, OR THE CONTENT, PRODUCTS AND/OR SERVICES INCLUDED THEREIN. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, CCF DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, TITLE AND/OR INFRINGEMENT. CCF periodically reviews and modifies, where appropriate, its security policies and procedures. Please note that, by its nature, a website cannot be absolutely protected against intentional or malicious intrusion attempts. Furthermore, CCF does not control the devices, computers or internet connections which Company and its Users use to send confidential personal information and cannot, therefore, prevent such interceptions of compromises to Company information while in transit to CCF. Therefore, CCF hereby makes no guarantee as to security, integrity or confidentiality of any information transmitted to or from this website, or stored within this website. USER, AS A MEMBER OF COMPANY, EXPRESSLY AND SOLELY ASSUMES THE SOLE RISK OF TRANSMITTING YOUR INFORMATION AS IT RELATES TO THE USE OF THIS WEBSITE, AND FOR ANY DATA CORRUPTIONS, INTENTIONAL INTERCEPTIONS, INTRUSIONS OR UNAUTHORIZED DISCLOSURE OF OR ACCESS TO INFORMATION, OR OF ANY DELAYS, INTERRUPTIONS TO OR FAILURES PREVENTING THE USE THIS WEBSITE.
9. Limitation of Liability.
CCF SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DIRECT, INDIRECT, OR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS ARISING UNDER THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CCF'S LIABILITY ARISING IN CONNECTION WITH OR UNDER THIS AGREEMENT ?WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT, MISREPRESENTATION, FRAUD, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LAW? EXCEED THE FEES PAID, IF ANY, TO CCF FOR THE COMPANY'S USE OF DRCONNECT.
10. Copyrights and Trademarks.
All content included on CCF websites, including, but not limited to, text, photographs, graphics, button icons, images, artwork, names, logos, trademarks, service marks and data (the "Content"), in any form including the compilation thereof, are protected by U.S. and international copyright law and conventions. The Content includes both Content owned or controlled by CCF and Content owned or controlled by third parties and licensed to CCF. Except as set forth below, direct or indirect reproduction of the Content, in whole or in part, by any means, is prohibited without the express written consent of CCF.
11. Third-Party Links.
This Website contains links to websites and/or operated by other parties. The links are provided for convenience only. CCF does not control such sites, and CCF is not responsible for the content and performance of these sites. The inclusion of links to other sites does not imply any endorsement of the material on the sites or any association with their operators. CCF does not operate, control or endorse any information, products of services provided by third parties through the internet. Use of other sites is strictly at Company’s own risk including, but not limited to, any risks associated with destructive viruses. Company is responsible for viewing and abiding by the terms and conditions of use and the privacy statements of the other sites.
12. Updates to Terms and Conditions.
From time to time, CCF may update these Terms and Conditions and require User to agree through the DrConnect portal, or other method as chosen by CCF. If User cannot or will not agree to such updated Terms and Conditions, User must immediately cease use of the Website and DrConnect. Failure to agree to the then-applicable Terms and Conditions may result in suspension or termination of User’s Account.
13. General.
No right or license granted to User herein is assignable by User to any individual or organization, and any attempt to do so shall be null and void with no legal effect. User agrees that the laws of the state of Ohio, without regard to principles of conflict of laws, will govern these Terms and Conditions of Use and any dispute that might arise between you and CCF. You expressly agree that exclusive jurisdiction for any dispute with CCF, its affiliates, employees, subsidiaries, contractors, officers and directors, resides in the courts of the state of Ohio and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the state of Ohio in connection with any claim involving CCF, its affiliates, employee, subsidiaries, contractors, officers and directors. Use of CCF's Website is unauthorized in any jurisdiction that does not give effect to the terms and conditions set forth herein.