Terms of Service

Last Updated: April 18, 2023

User Profiles can only be created for licensed, certified or registered health care providers, health plans, or community based agencies serving patients. If you are not a licensed, certified or registered health care provider or health plan or community based agency serving patients, you cannot create a User Profile.
ReferWell can only be used by licensed, certified or registered health care providers, health plans or community based agencies serving patients or their authorized delegates. If you are not a licensed, certified or registered health care provider or an authorized delegate of a health care provider, health plan, or community based agency, you may not use ReferWell.
If you have a User Profile, it is your responsibility to make sure that your User Profile is accurate and complete, including insurance plans with which you participate and available appointment times when you could receive referred patients. If any of the information in your User Profile changes, you must update your User Profile immediately.
It is your responsibility to exercise your independent professional knowledge and judgment when using ReferWell and to make sure that your use of ReferWell complies with all applicable laws and regulations. You are solely responsible for your use of ReferWell.
When using ReferWell, you may send or receive health information related to your patients. We respect the privacy of this information and will protect it in accordance with applicable law and the Business Associate Addendum between you and ReferWell.
We may remove personal identifying information from the health information that you send or receive. Once we have removed identifying information, any remaining data will not be able to be associated with an individual. We may use this de-identified data only to help improve the ReferWell platform.
Your ReferWell account will be protected by a password that you select. It is your responsibility to maintain the confidentiality of your ReferWell password to help protect the information in your account. ReferWell shall apply a proper user authentication and password management procedure for authorized users and administrators on all system components, which will include:
Verifying user identity before performing password resets.
Immediately revoking access for any terminated users.
Enforcing that users accessing the ReferWell application shall use two-factor authentication to gain access.
Communicating password policies to all users who have access to the ReferWell information.
Enforcing that users change their passwords at least every 90 days.
Requiring a minimum password length of at least eight characters and the following password complexity. Passwords must contain:
both numeric and alphabetic characters;
at least 1 English uppercase character (A through Z);
at least 1 English lower case character (a through z);
at least 1 Number (0 through 9);
at least 1 Special character (e.g.! $, #, %, …); and
Passwords may not repeat any of the last five passwords you have used.
Passwords must not contain words from names or dictionaries.
Limiting repeated successive invalid login attempts by locking out the user ID after not more than five attempts, and notifying the user that his/her account has been locked due to maximum attempts; then, setting an account lockout time after which the user may unlock it with their correct password.
Enforcing a re-authentication process if a session has been idle for more than 30 minutes, requiring the user ID and password to access ReferWell.
Passwords must be changed if there is any suspicion that the password could be compromised. Users must get in touch with the Service desk to explain the situation and get the password changed.
As part of the ReferWell service, we will publish a Provider Directory, which can be used by other users of ReferWell to find providers and communicate referral information with them. Your professional contact information will be included in the Provider Directory. If you do not wish for your contact information to be included in the Provider Directory, you should not use ReferWell.
There may be fees associated with your use of ReferWell depending on the service package you select or the enterprise agreement governing your use. If you have enrolled for a fee based service, you agree to pay all associated fees.
While we are committed to providing you with ReferWell to help automate your referral management, there are various reasons why we may need to terminate or suspend your account, such as inappropriate use of ReferWell or to protect the security or integrity of the ReferWell service; therefore, we must reserve the right to suspend or terminate your use at any time.

These points, along with other terms related to your use of ReferWell, are further explained below. We encourage you to read these Terms of Use carefully because they do create a binding agreement related to your use of ReferWell.

BY USING REFERWELL IN ANY MANNER WHATSOEVER, YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT OR THE RELEVANT ENTERPRISE AGREEMENT GOVERNING YOUR USAGE. IN ALL CASES, YOUR ENTERPRISE AGREEMENT SUPERCEDES THE TERMS IN THIS AGREEMENT AND GOVERNS YOUR USAGE. NOTE THAT THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE, A CLASS ACTION WAIVER, A DISCLAIMER OF WARRANTIES AND LIMITATIONS ON LIABILITY. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS OR USE REFERWELL UNLESS YOUR USE IS GOVERNED BY AN ENTERPRISE AGREEMENT, IN WHICH EVENT THE ENTERPRISE AGREEMENT SHALL GOVERN YOUR RELATIONSHIP AND YOUR USE OF REFERWELL INSTEAD.

Second section – Subscription Agreement

1. THIS IS A BINDING AGREEMENT. PLEASE READ THE ENTIRE TERMS OF USE CAREFULLY BEFORE USING REFERWELL. WE MAY REVISE THE AGREEMENT AT ANY TIME SO PLEASE REVIEW THEM FREQUENTLY. IF YOU ARE USING REFERWELL UNDER THE GOVERNANCE OF AN ENTERPRISE AGREEMENT (RATHER THAN THIS INDIVIDUAL ONE), THAT AGREEMENT’S TERMS APPLY AND YOU AGREE TO BE BOUND BY THEM RATHER THAN THE TERMS HEREIN.

Welcome to ReferWell, a cloud-based, automated referral management platform for health care providers, health plans and community based agencies serving patients. ReferWell is provided by Urgent Consult, Inc. dba ReferWell (“Company”, “we”, “us”, or “our”). By accessing Refer Well, you agree that you have read and understood the following terms of use (the “Terms”) and agree to be bound by them as well as any modifications included in your enterprise agreement as noted above. You also agree that you have read our Privacy Policy, that you agree to the terms of that Policy and that you will undertake the obligation to regularly, and in no case less than quarterly, check our Privacy Policy so that you are apprised of any changes to that Policy. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, PLEASE EXIT THIS PAGE AND REFRAIN FROM ANY FURTHER USE OF OR ACCESS TO REFERWELL, AGAIN NOTING THAT IF YOUR USE IS GOVERNED BY AN ENTERPRISE AGREEMENT, THOSE TERMS APPLY TO YOUR USE NOT THOSE HEREIN. When using or accessing ReferWell, you agree that you must comply with any guidelines, rules, terms and conditions applicable to such use or access that are posted by us, which are hereby incorporated by reference into these Terms, and with any applicable third-party terms of agreement.

We may modify this Agreement at any time by posting the revised Terms on the ReferWell site. You can determine when this Agreement was last revised by referring to the “LAST UPDATED” legend at the top of these Terms. Any modifications will be effective immediately upon such posting. Your use of or access to ReferWell after such modifications are posted will signify your acceptance of the modifications and your agreement to be bound by them. Notwithstanding the foregoing, any modifications to this Agreement shall not apply to any dispute between us arising prior to the date on which we post the revised Terms that contain such modifications, nor shall they supercede the terms of the Enterprise Agreement governing your use. We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: modify, suspend or discontinue ReferWell; charge fees in connection with the use of ReferWell; modify and/or waive any fees charged in connection with ReferWell; and/or offer opportunities to some or all users of ReferWell. You agree that neither we nor any of our affiliates shall be liable to you or to any third party for any modification, suspension or discontinuance of ReferWell, in whole or in part, or of any service, content, feature or product offered through ReferWell.

2. REFERWELL IS A USEFUL TOOL FOR YOU TO MANAGE REFERRALS.

ReferWell provides a cloud-based platform consisting of an online directory of health care and ancillary care providers and a mechanism to automate referral management between them. ReferWell provides its users with the ability to search for suitable providers of health care services, schedule appointments and exchange appropriate patient history and medical data securely with other users.

3. YOU AGREE TO FULFILL YOUR RESPONSIBILITIES AS A REFERWELL USER.

ReferWell can only be used by licensed, certified or registered health care providers, health plans, or community based agencies serving patients or their authorized delegates. If you are not a licensed, certified or registered health care provider or an authorized delegate of a health care provider, health plan, or community based agency serving patients, you may not use ReferWell. Only licensed, certified or registered health care providers can create a User Profile directly in the ReferWell platform. If you have created your own User Profile, (i) you represent that you are a licensed, certified or registered health care provider; (ii) the information contained within your User Profile is accurate and complete; (iii) if any information included in your User Profile changes, you will immediately update your User Profile accordingly; and (iv) you will immediately notify us in the event that your license, certification or registration is suspend, terminated or restricted in any way. If you are not a licensed, certified or registered health care provider, you cannot create a User Profile on the platform; however, you are responsible for ensuring that the User Profile for which you serve as a Delegate is accurate, complete and immediately updated following any applicable changes. As a user of ReferWell you are responsible for verifying the accuracy, completeness, and appropriateness of all information you send or receive through ReferWell.

4. IF YOU ARE A LICENSED, CERTIFIED OR REGISTERED HEALTH CARE PROVIDER,HEALTH PLAN, OR COMMUNITY BASED AGENCY SERVING PATIENTS, YOU MAY APPOINT AUTHORIZED DELEGATES TO ACCESS REFERWELL ON YOUR BEHALF.

We recognize that some licensed, certified or registered health care providers, health plans, or community based agencies serving patients might prefer to have delegates use ReferWell on their behalf. If you are one of the above who has appointed a delegate(s) to use ReferWell on your behalf (a “Delegate”), you hereby acknowledge and take full responsibility for the identification, and the acts and omissions, of your Delegate(s) related to ReferWell. It is also your responsibility to notify Company in the event that you want to suspend or terminate your Delegate’s access to ReferWell. You will comply with all terms and conditions set forth in this Agreement except for those terms that are specifically limited to Delegates.

If you are a Delegate, you hereby acknowledge and agree that you are using ReferWell on behalf of, and for the benefit of, the licensed, certified or registered health care provider, health plan, or community based agency serving patients who has appointed you as his/her delegate. You will comply with all terms and conditions set forth in this Agreement except for those terms that are specifically limited to licensed, certified or registered health care providers.

5. YOU MAY ONLY USE REFERWELL AS A REFERRAL MANAGEMENT TOOL. YOU WILL NOT USE REFERWELL FOR ANY OTHER PURPOSE.

You may only use ReferWell as a referral management tool. Company grants to you a limited, revocable, royalty-free, non-exclusive, personal and non-transferable, license to use ReferWell on your personal computer, mobile electronic device(s) or smart phone(s) owned or controlled by you solely for use in compliance with the Agreement. Access and use of ReferWell for any other purpose is strictly prohibited. You may not access or use ReferWell to: (i) transmit any information that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethically or otherwise objectionable; (ii) infringe upon any patent, trademark, trade secret, copyright, or other proprietary rights of any person or entity; (iii) abuse, defame, harass, or stalk any individual or other user of ReferWell; (iv) transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware of telecommunications equipment; (v) interfere or attempt to interfere with, or damage or attempt to damage, ReferWell or the proper working of ReferWell, including, without limitation, through the use of cancel bots, denial of service attacks, flood pings, harmful code, spoofing, phishing, Trojan horses, viruses, or similar methods or technology; (vi) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of ReferWell or its contents; (vii) misrepresent your identity, provide false information, impersonate another person or entity, misrepresent your affiliation with a person or entity, create or use a false identity, attempt to use another user’s account, or forge headers or otherwise manipulate identifiers in order to disguise the origin of any information; (viii) attempt to obtain unauthorized access to ReferWell; (ix) engage, directly or indirectly, in transmission of advertising, promotional materials, chain letters, junk mail, spam, pyramid schemes, or any other form of solicitation; (x) collect, reverse look-up, trace or seek to trace, manually or through automated means, information about other users of ReferWell or other information relating to ReferWell; (xi) interfere with or disrupt ReferWell’s services, servers or networks connected to ReferWell or otherwise engage in any activity that interferes with any third party’s ability to use or enjoy ReferWell; (xii) probe, scan or test the vulnerability of ReferWell or any network connected to ReferWell, or breach the security or authentication measures on ReferWell or any network connected to ReferWell; or (xiii) assist any third party in engaging in any activity prohibited by the Agreement.

6. WE OWN REFERWELL AND PROVIDE YOU WITH A LICENSE TO USE REFERWELL. YOU AGREE NOT TO INFRINGE OUR COPYRIGHTS, TRADEMARKS, TRADE SECRETS, PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS.

ReferWell (including any content made available through ReferWell) are the property of Company (or its licensors) and are protected by applicable intellectual property laws. ReferWell is licensed, not sold, to you. You may utilize ReferWell only as permitted by these Terms. You may not, and will not permit any other party to: (1) modify, adapt, alter, translate or create derivative works of ReferWell; (2) use or merge ReferWell, or any component or element thereof, with other software, databases or services not provided or approved by Company; (3) sublicense, distribute, sell or otherwise transfer ReferWell to any third party; (4) use ReferWell as a service bureau, or lease, rent or loan ReferWell to any third party; (5) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or structure of ReferWell; (6) interfere in any manner with the operation of ReferWell; (7) circumvent, or attempt to circumvent, any electronic protection measures in place to regulate or control access to ReferWell; (8) create a database by systematically downloading and storing ReferWell or information contained in or available through ReferWell; or (9) use ReferWell for any commercial purposes other than managing referrals that you provide to your patients or receive from other users of ReferWell. You agree not to develop, distribute or sell any software or other functionality capable of launching, being launched from or otherwise integrated with ReferWell. You may not remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in ReferWell.

Any use of ReferWell or the information available through ReferWell not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws. ANY UNAUTHORIZED OR UNAPPROVED USE OF ANY OF REFERWELL CONSTITUTES COPYRIGHT INFRINGEMENT AND SUBJECTS YOU TO ALL CIVIL AND CRIMINAL PENALTIES PROVIDED FOR UNDER DOMESTIC AND INTERNATIONAL COPYRIGHT, TRADEMARK, AND OTHER LAWS AND TREATIES.

Any logo, trademark, servicemark, domain name, or trade name appearing on ReferWell, including “Company”, (“Marks”), whether registered or not, are the property of Company or their respective owners. You may not use any Marks without the express written permission of Company or such respective owners.

7. USE OF REFERWELL WILL COMPLY WITH ALL APPLICABLE LAWS THAT GOVERN THE CONFIDENTIALITY, PRIVACY AND SECURITY OF PERSONALLY IDENTIFIABLE INFORMATION.

All personally identifiable health information contained in or exchanged through ReferWell is strictly confidential and subject to the protections of the administrative simplification section of the Health Insurance Portability and Accountability Act of 1996, as amended by Title XIII, Subtitle D of the American Recovery and Reinvestment Act of 2009 (collectively, “HIPAA”) and the privacy, security and breach notification regulations promulgated pursuant to HIPAA, including, but not limited to, 45 C.F.R. Parts 160 and 164, as may be amended from time to time, and applicable state laws and regulations that govern the confidentiality, privacy and security of personally identifiable health information. Your use of ReferWell shall comply with all applicable laws and regulations directly or indirectly applicable to you that may now or hereafter apply to you including, but not limited to, those that govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of personally identifiable health information. You agree that you will obtain any consents or authorizations that are required by applicable law prior to transmitting any personally identifiable information through ReferWell. If you are a Covered Entity (as that term is defined in HIPAA), then the terms of the Business Associate Addendum attached to these Terms of Use or of the Business Associate Addendum between you and ReferWell in your governing Enterprise Agreement are incorporated herein. We may remove personal identifying information from the health information that you submit to, send or receive through ReferWell. Once we have removed identifying information, any remaining data will not be able to be associated with an individual. We may use this de-identified data only to help improve the ReferWell platform or any other part of our service that we believe is appropriate and you have no claim thereon.

If you choose to use the automated appointment reminder feature of ReferWell, you agree to comply with all applicable laws governing use of automated dialers including, but not limited to, the Telephone Consumer Protection Act (“TCPA”). You are responsible for obtaining any consent that is required in order for you to utilize such functionality in compliance with applicable laws. You will immediately report to us any unauthorized use, disclosure, modification, or destruction of personally identifiable health information contained in or exchanged through ReferWell of which you become aware. WE ARE NOT LIABLE OR RESPONSIBLE FOR ANY OF YOUR ACTS OR OMISSIONS IN USING REFERWELL IN WAYS THAT DO NOT COMPLY WITH APPLICABLE LAW OR YOUR USE OR MISUSE OF PERSONALLY IDENTIFIABLE HEALTH INFORMATION TRANSMITTED, MONITORED, STORED, OR RECEIVED USING REFERWELL.

8. YOU ARE RESPONSIBLE FOR MAINTAINING ANY DOCUMENTATION THAT YOU BELIEVE NECESSARY RELATED TO YOUR USE OF REFERWELL.

As a service provider, we may maintain information contained in or exchanged through ReferWell for the convenience of our customers. Nevertheless, we are neither a system of record, an official medical record nor a custodian of records. You are responsible for maintaining any documentation that you believe necessary related to your use of, and the referrals you send or receive through, ReferWell. You may download or print information available through ReferWell solely for your internal business purposes and not for any commercial purpose or use.

If you download or print information available through ReferWell, you shall retain it in accordance with applicable law and your record retention policies and procedures.

9. REFERWELL DOES NOT PROVIDE MEDICAL ADVICE. IT IS YOUR RESPONSIBILITY TO EXERCISE YOUR INDEPENDENT PROFESSIONAL KNOWLEDGE AND JUDGMENT IN PROVIDING WHAT YOU CONSIDER TO BE BEST FOR INDIVIDUAL PATIENTS.

Information available through ReferWell is intended to support, not replace, the relationship that exists between you and your patients. If you are licensed provider, it is your responsibility to exercise your independent professional knowledge and judgment when using ReferWell and making referrals to, or receiving referrals from, or requesting eConsults of and receiving eConsult responses from, other providers. We do not independently review or verify the medical accuracy or completeness of the medical information entered into, or transmitted via ReferWell. It is also your responsibility to ensure that any use of ReferWell is consistent with applicable law. Except as otherwise provided herein, if you rely on any information available through ReferWell, you do so solely at your own risk.

10. WE MAY USE YOUR CONTACT INFORMATION TO COMMUNICATE WITH YOU.

You agree that we may use your name, email address, physical address, or other data (“Contact Information”) to communicate with you. We will publish a Provider Directory, which can be used by other users of ReferWell. If you do not wish for your Contact Information to be used in the Provider Directory, you should not create, or should terminate, your user account. We may use your Contact Information as necessary to enforce the Agreement. You further agree that we may use your Contact Information for our internal business purposes and disclose the information only to third parties who are performing services on our behalf as part of the ReferWell service. We will not otherwise share your Contact Information with any other party.

11. ACCESS TO REFERWELL IS PROTECTED BY A PASSWORD THAT YOU SELECT. IT IS YOUR RESPONSIBILITY TO MAINTAIN THE CONFIDENTIALITY OF YOUR PASSWORD TO HELP PROTECT THE INFORMATION IN YOUR ACCOUNT.

Access to ReferWell is protected by your username and method of authentication, which may include, but not be limited to, a password, pin or token (“IDs”). Your IDs are personal to you and allow you access to ReferWell. To maintain the confidentiality, privacy and security of ReferWell and information available therein, you agree that you will keep your IDs confidential, refrain from disclosing them to any other person, and will not allow another person to use your IDs to access and use ReferWell. Because you are the only person who is supposed to have access to your IDs, you are responsible for any damages or losses incurred or suffered if you fail to properly protect the confidentiality of your IDs. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use ReferWell using your IDs. You agree to immediately notify us if you become aware of any unauthorized use of your IDs or other need to deactivate an ID due to security concerns.

12. WE MAY MONITOR THE USE OF REFERWELL FOR SYSTEM ADMINISTRATION, SECURITY OR OTHER LEGITIMATE PURPOSES.

We, through our agents, employees and independent contractors, shall have the right, but not the obligation, for system administration, security, and other legitimate purposes, to monitor and audit all access to and use of ReferWell and its components and the content of any information, data or messages communicated to, from or through ReferWell, or stored on any component of ReferWell. Use of ReferWell constitutes your consent to such monitoring and auditing.

13. YOU GIVE US RIGHTS IN THE FEEDBACK, COMMENTS OR QUESTIONS ABOUT REFERWELL THAT YOU SUBMIT.

With the exception of any Contact Information or Protected Health Information, if you make any submissions (by email or otherwise) on, to or through ReferWell, including but not limited to data, questions, comments, suggestions, business information, ideas, concepts or inventions (“Submissions”), you make such Submission without any restrictions or expectation of compensation or of confidentiality, and you agree that your submissions may be used without restriction for any purpose whatsoever. You hereby grant to Company and its designees a worldwide, non-exclusive, transferable, sublicensable (through multiple tiers), royalty-free, perpetual, irrevocable right and license, without compensation to you to freely use such Submissions in any way, commercial or otherwise, and for any purpose whatsoever including, but not limited to, the right to reproduce, distribute, adapt (including without limitation to edit, modify, translate and reformat), create derivative works of, transmit, publicly display and publicly perform, publish, or otherwise communicate to the public such Submission. For each Submission, you represent and warrant that you have all rights necessary for you to grant the licenses granted in this section, and that such Submission, and your provision thereof to and through ReferWell, comply with all applicable laws, rules and regulations. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory. Such Submissions will be treated as non-confidential and nonproprietary, and we shall be free to use any ideas, concepts, know-how, or techniques contained in any Submission for any purpose whatsoever, including, without limitation, developing and marketing products. We reserve the right to review all Submissions and to remove any Submission from ReferWell for any reason, at any time, without prior notice, at our sole discretion.

14. CONFIDENTIAL INFORMATION.

You acknowledge and agree that ReferWell and all information emanating from ReferWell and Company’s business in any form are valuable trade secrets of Company and “Confidential Information.” You agree that you will not, during or after the term of this Agreement, permit the duplication, use, or disclosure of any such Confidential Information to any person (other than your employees, agents or representatives), unless such duplication, use or disclosure is specifically authorized by Company in writing prior to any disclosure. You will use reasonable diligence, and in no event less than that degree of care that you use in respect to your own confidential information of like nature, to prevent the unauthorized disclosure or reproduction of the Confidential Information. Without limiting the generality of the foregoing, to the extent that this Agreement permits the copying of Confidential Information, all such copies shall bear the same confidentiality notices, legends, and intellectual property rights designations that appear in the original versions and party shall keep detailed records of the location of all Confidential Information. You shall not make any formal public announcements relating to this Agreement (e.g., a press release) without the prior written approval of Company, unless otherwise required by law.

15. YOU AGREE TO PAY ANY FEES ASSOCIATED WITH YOUR USE OF REFERWELL. NOTE THAT IF YOUR USE IS GOVERNED BY AN ENTERPRISE AGREEMENT, THIS SECTION DOES NOT APPLY TO YOUR USAGE IF THAT AGREEMENT INCLUDES PRICING IN ADDITION TO MODIFIED TERMS OF USE.

The basic level of ReferWell is provided free of charge to users. If you are a licensed, registered or certified health care provider and have elected to use the Premium or Platinum level of ReferWell, you agree to pay all fees associated with the level of use you have selected (the “Paid Subscriptions”). Service levels and the associated fees are available on the site at Service Level Pricing. Paid Subscriptions can be purchased either by (1) paying a monthly subscription fee; or (2) pre-payment giving you access to ReferWell for twelve months from the date of purchase. You agree to timely pay all applicable fees in connection with your use of ReferWell and that such fees are non-refundable. If you fail to pay applicable fees when due, we may suspend or terminate your access to the Paid Subscription features of ReferWell. Notwithstanding the foregoing, if we terminate your ability to access to ReferWell without cause, we will give you a pro rata refund of any pre-paid fees.

We reserve the right to institute new or increased charges at any time, with no less than sixty (60) days prior notice to you, which may be sent by email or posted on ReferWell. As permitted by local law, your use of ReferWell following such notification constitutes your acceptance of any new or increased charges. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the Paid Subscriptions prior to the price change going into effect. Please therefore make sure you read any such notification of price changes carefully.

We may from time to time offer promotions which provide you with a credit against the fees associated with your Paid Subscription. You agree that any credit you receive against your Paid Subscription as a result of providing leads to us is consistent with fair market value in an arm’s length negotiation, has been determined to be commercially reasonable, and no part of such credit is for, or was, determined in a manner that takes into account the volume or value of any referrals or business generated (or to be generated) between you and any other user or potential user of ReferWell. We will notify you of any terms and conditions associated with a promotion at the time such promotion is offered.

Notwithstanding the foregoing, if your use of the Paid Subscription is sponsored by a provider network, hospital or insurance payer network, you will not be invoiced for your use of the ReferWell Paid Subscription.

16. WE RESERVE THE RIGHT TO SUSPEND OR TERMINATE YOUR USE AT ANY TIME.

Company may suspend or terminate your use of or access to ReferWell at any time, in its sole discretion, with or without cause. For purposes of determining whether a refund of any prepaid fees is due to you pursuant to Section 14, our termination will be considered “for cause” if it is the result of (i) to the extent you are a licensed, registered or certified provider, your ability to practice medicine and prescribe prescription medications is restricted or otherwise limited; your ability to participate in any government health care program is suspended, revoked or terminated; or your privileges at any health care facility are restricted, suspended or terminated; or (ii) your engagement in conduct that we believe: (a) violates any term or provision of the Agreement, (b) violates the rights of Company or third parties, or (c) is otherwise inappropriate as determined in the sole discretion of Company. Upon suspension or termination, we may retain or permanently delete your information or other previously available content and bar your access to ReferWell. You agree that Company shall not be liable to you for any suspension or termination of your access to ReferWell. Regardless of suspension or termination, nothing in this Agreement shall be read to prohibit us from pursuing any other legal or equitable remedies available to us for breach or suspected breach of the Agreement, including recovery of damages from you or injunctive relief.

17. YOU ARE RESPONSIBLE FOR MAKING SURE THAT YOU HAVE ALL OF THE HARDWARE AND SOFTWARE NECESSARY TO ACCESS REFERWELL.

You acknowledge and agree that you (and not Company) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use ReferWell, and for paying all charges related thereto. Company does not operate or control the Internet or your mobile connection, and therefore Company does not and cannot guarantee that ReferWell will be error or virus free, invulnerable to hackers or other unauthorized users, or always available.

18. WE COMPLY WITH THE COPYRIGHT POLICY AND DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) AND HAVE PROCEDURES IN PLACE TO DO SO.

Company reserves the right to terminate your or any third-party’s right to use ReferWell if such use infringes the copyrights of another. Company may, under appropriate circumstances and at its discretion, terminate your or any third-party’s right to access to ReferWell, if Company determines that you or a third-party is a repeat infringer. If you believe that any material has been posted via ReferWell by any third-party in a way that constitutes copyright infringement, and you would like to bring it to Company’s attention, you must provide Company’s DMCA Agent identified below with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on ReferWell of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) your name and contact information, including telephone number and email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

The contact information for Company’s DMCA Agent for notice of claims of copyright infringement is: Janine Wakim, Head of Client Delivery at support@referwell.com.

19. YOU ARE RESPONSIBLE FOR YOUR USE OF REFERWELL AND WILL PROTECT US AGAINST ANY LIABILITIES THAT WE MAY FACE AS A RESULT OF YOUR USE OF REFERWELL.

To the fullest extent permitted under law, you will defend, indemnify and hold harmless Company and its affiliates, and its and their officers, directors, employees, agents and licensors from and against all claims, actions, liabilities, losses, expenses, damages and costs (including reasonable attorneys’ fees) arising out of or related to (i) your use of ReferWell; (ii) any violation of the Agreement by you; (iii) your violation of any applicable law, regulation, rule or order, including those involving personally identifiable health information, pertaining to your use of ReferWell; (iv) your unauthorized or unlawful use of ReferWell; (v) the unauthorized or unlawful use of ReferWell by any other person using your ID; (vi) your negligent or willful misconduct related to ReferWell; or (vii) your violation of any third-party’s intellectual property rights. This obligation will survive the termination of the Agreement.

20. REFERWELL ARE PROVIDED ON AN “AS IS” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT REFERWELL. YOU USE REFERWELL AT YOUR OWN RISK.

REFERWELL IS PROVIDED ON AN “AS IS” BASIS. COMPANY AND ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTIES’ RIGHTS, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. COMPANY MAKES NO WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF REFERWELL OR INFORMATION PROVIDED OR AVAILABLE THROUGH REFERWELL. YOU AGREE THAT YOUR ACCESS TO AND USE OF REFERWELL IS AT YOUR OWN RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS AND ANY LIABILITY OR DAMAGE THAT YOU MAY INCUR THROUGH USE OF REFERWELL, EXCEPT TO THE EXTENT THAT THE APPLICABLE LAWS OF A PARTICULAR JURISDICTION CANNOT BE WAIVED OR EXCLUDED BY AGREEMENT. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF REFERWELL. WHEN USING REFERWELL, INFORMATION MAY BE MAINTAINED ON OR TRANSMITTED OVER A MEDIUM THAT IS BEYOND OUR CONTROL AND JURISDICTION AND THAT OF OUR SUPPLIERS AND LICENSORS. ACCORDINGLY, WE ASSUME NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE, INTERRUPTION, LOSS, UNAUTHORIZED ACCESS OR CORRUPTION OF ANY DATA OR OTHER INFORMATION MAINTAINED IN OR TRANSMITTED THROUGH REFERWELL. ADDITIONALLY, YOU ACKNOWLEDGE THAT EMAIL AND OTHER FORMS OF ELECTRONIC COMMUNICATION THAT YOU MAY HAVE WITH US, OUR EMPLOYEES, AGENTS AND REPRESENTATIVES, OTHER USERS OF REFERWELL OR USERS OF OUR OTHER APPLICATIONS OR PROGRAMS MAY NOT BE ENCRYPTED AND, THEREFORE, SHOULD NOT INCLUDE PROTECTED HEALTH INFORMATION. IT IS POSSIBLE FOR THESE COMMUNICATIONS TO BE INTERCEPTED OR ACCESSED WITHOUT YOUR AUTHORIZATION. WE ASSUME NO RESPONSIBILITY FOR ANY LIABILITY ARISING FROM OR RELATED TO ANY SUCH INTERCEPTION OR UNAUTHORIZED ACCESS.

21. OUR LIABILITY TO YOU IS LIMITED. IF YOU ARE DISSATISFIED WITH REFERWELL, YOU MAY STOP USING IT AT ANY TIME.

IN NO EVENT SHALL COMPANY, ITS SUBSIDIARIES AND ITS AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, OR FOR ANY OTHER DAMAGES OTHER THAN DIRECT DAMAGES, ARISING OUT OF OR RELATED TO THE AGREEMENT INCLUDING, BUT NOT LIMITED TO, (A) YOUR USE OF REFERWELL, THE CONTENT, OR OTHER INFORMATION CONTAINED IN OR AVAILABLE THROUGH REFERWELL; (B) YOUR INABILITY TO USE REFERWELL; (C) MODIFICATION OR REMOVAL OF CONTENT SUBMITTED THROUGH REFERWELL; (D) THE PRODUCTS AND SERVICES AVAILABLE THROUGH REFERWELL; OR (E) THE AGREEMENT. THE FOREGOING LIMITATION APPLIES EVEN IF COMPANY KNOWS OR SHOULD KNOW THAT OTHER DAMAGES ARE POSSIBLE OR THAT DIRECT DAMAGES ARE NOT A SATISFACTORY REMEDY. THE LIMITATIONS IN THIS SECTION APPLY TO YOU ONLY TO THE EXTENT THAT THEY ARE LAWFUL IN YOUR JURISDICTION. YOU WAIVE ANY PROVISIONS OF ANY STATE, PROVINCE, OR COUNTRY LAW THAT LIMIT OR PROHIBIT A GENERAL RELEASE, INCLUDING, IF APPLICABLE, SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

IF YOU ARE DISSATISFIED WITH ANY OF THE CONTENT OR MATERIALS OR SERVICES ON REFERWELL, OR ANY SERVICES OR INFORMATION AVAILABLE THROUGH REFERWELL, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING REFERWELL. THIS LIMITATION APPLIES EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

IN NO EVENT WILL COMPANY’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS YOU MAY HAVE AGAINST COMPANY IN CONNECTION WITH THE AGREEMENT OR YOUR USE OF REFERWELL EXCEED THE FEES PAID BY YOU FOR USE OF THE REFERWELL SERVICE IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO REFERWELL MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

22. WE DO NOT MAKE ANY REPRESENTATIONS ABOUT ANY THIRD-PARTY INFORMATION OR LINKS TO THIRD-PARTY WEBSITES THAT MAY BE AVAILABLE THROUGH REFERWELL.

ReferWell may contain information from or concerning other health care providers or other third parties who may offer third-party products, services or data through or compatible with ReferWell. ReferWell may also provide links to third-party websites (including websites of providers). Such information and links are provided for your convenience and not because we endorse or have an opinion about the information or third-party websites. We expressly disclaim any representations regarding the content or accuracy of materials on such websites, the privacy practices of those websites or the services or products available through such websites. If you decide to access websites maintained by other parties, you do so at your own risk. We are not responsible or liable, directly or indirectly, for any damage, loss or liability caused or alleged to be caused by or in connection with any use of or reliance on any content, products or services available on or through any such linked site or resource.

23. YOU WILL COOPERATE WITH US ON ANY ISSUES RELATED TO YOUR USE OF REFERWELL. You agree to reasonably cooperate with Company and its employees, agents, representatives, third party contractors, vendors or consultants on issues related to your use of ReferWell including, but not limited to, any threatened or actual third-party litigation resulting therefrom.

24. YOU AGREE TO RECEIVE ELECTRONIC COMMUNICATIONS FROM US.

When you use ReferWell or send emails to Company, you are communicating with us electronically and consent to receive electronic communications related to your use of ReferWell. We will communicate with you by email or by posting notices on ReferWell. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. Notices from us will be considered delivered to you and effective when sent to the email address you provide on ReferWell or from which you otherwise email us. You may give notice to Company at any time by letter delivered by first class postage prepaid mail or overnight courier to Urgent Consult, Inc. dba ReferWell, 422 Summer Street, Stamford CT 06901.

25. YOU WILL COMPLY WITH ALL LAWS RELATING TO YOUR USE OF REFERWELL INCLUDING THE UNITED STATES EXPORT CONTROLS.

In choosing to access ReferWell, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. You are also subject to United States export controls and are responsible for any violations of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; and (b) on any of the U.S. government lists of restricted end users. We may limit ReferWell’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

26. THE AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND ANY DISPUTE WILL BE SETTLED BY ARBITRATION IN NEW YORK CITY.

The Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles. The Parties agree that if there is any dispute regarding this Agreement, the Parties will first submit it to mediation, the cost of which shall be borne equally by the Parties. If mediation is unsuccessful, the Parties agree to submit the dispute to binding arbitration in New York City pursuant to the commercial arbitration rules of the American Health Lawyers Association. The prevailing party in any arbitration shall be entitled to reasonable attorneys’ fees and costs in addition to any other relief. Neither Party is entitled to join or consolidate claims in arbitration by or against other users with respect to other accounts, bring mass, class action, or consolidated claims in arbitration or a court of competent jurisdiction, or arbitrate or litigate any claim as a representative or user of a class or in a private attorney general capacity. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator shall only have the authority to resolve individual disputes between you and Company. The arbitral award shall be final and have binding force on the Parties.

27. WE MAY REVISE THE AGREEMENT AT ANY TIME. YOU ARE RESPONSIBLE FOR REVIEWING THE MOST CURRENT FORM OF THE AGREEMENT. IF YOU DO NOT AGREE WITH THEM, YOU SHOULD STOP ACCESSING REFERWELL.

We may revise the Agreement at any time in our sole discretion without notice. An amended form of the Agreement will be effective immediately upon its posting on ReferWell. You are responsible for reviewing the most current form of the Agreement before using ReferWell to ensure that you agree to any revisions to the Agreement. If at any time you do not agree to the revisions we make to the Agreement or ReferWell, you should immediately stop accessing or using ReferWell in any manner whatsoever. Your continued use of ReferWell means that you accept any and all revisions. You agree that these standards for notice and acceptance of amendments to the Agreement and ReferWell are reasonable.

28. MISCELLANEOUS

Company’s failure to insist upon or enforce strict performance of any provision of the Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between you and Company nor any trade practices shall act to modify the Terms. Company may assign its rights and duties hereunder to any third party at any time without consent or notice to you. You may not assign your rights under the Agreement without our prior written permission. Any attempt by you to assign your rights under the Agreement without our permission shall be void. If any provision of the Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from the Agreement and will not affect the validity and enforceability of any remaining provision. Sections 1, 6, 13, 14, 16, 19, 20, 21, 22, 23, 24, 25, 26, and 28 of these Terms of Use survive the expiration or termination of the Terms for any reason whatsoever. The headings of the various sections of these Terms have been inserted only for the purposes of convenience, and those headings shall not be deemed, in any manner, to modify, enlarge or restrict any of the provisions of these Terms. The parties to these Terms are independent contractors of one another; nothing herein shall be deemed to create any relationship of agency, partnership or joint venture between the parties. These Terms, together with the Privacy Policy and the Business Associate Addendum, are the entire Agreement between you and Company relating to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter.

29. IF YOU HAVE ANY QUESTIONS ABOUT REFERWELL, YOU MAY CONTACT US.

You may contact Company at support@referwell.com with any questions, complaints or claims regarding ReferWell.

Section Three — Business Associate Addendum

This Business Associate Addendum is made by and between you, as a Covered Entity, and Urgent Consult, Inc. dba ReferWell (“Company”), as a Business Associate and is incorporated into the Terms of Use governing your use of ReferWell.

Defined Terms. Unless otherwise indicated below or elsewhere in this Addendum, all capitalized terms shall have the meanings provided in the ReferWell Terms of Use or 45 C.F.R §§ 160.103, 164.103 and 164.501.
1. “Applicable Law” means the Health Insurance Portability and Accountability Act of 1996 and associated agency regulations promulgated thereunder and the Health Information Technology for Economic and Clinical Health Act (Public Law 111-5) and associated agency regulations and guidance.
2. “Privacy Rule” means 45 C.F.R. Part 160 and 45 C.F.R. Part 164, Subparts A and E, Standards for Privacy of Individually Identifiable Health Information.
3. “Protected Health Information” or “PHI” means individually identifiable health information as defined in 45 C.F.R § 160.103, limited to the information Company receives from, or creates, maintains, transmits, or receives on your behalf.
Modification of Agreement. This Business Associate Addendum modifies and amends the Terms of Use, inclusive of all other prior amendments or modifications to such Agreement. The terms and provisions of this Business Associate Addendum shall control to the extent they are contrary, contradictory or inconsistent with the terms of the Terms of Use. Otherwise, the terms and provisions of the Terms of Use shall remain in full force and effect.
Obligations of Company.
1. Compliance with Privacy and Security Obligations. Company agrees that the requirements of HIPAA and the HITECH Act that relate to privacy and security and are made applicable with respect to Business Associates shall be applicable to Company with respect to services provided pursuant to the Terms of Use.
2. Limits on Use and Disclosure. Except as otherwise limited in this Addendum, Company may only use or disclose PHI to perform functions, activities, or services for, or on your behalf in connection with ReferWell, this Addendum and as permitted or required by Applicable Law. Except as otherwise limited in this Addendum, Company may also:
  1. Use PHI for the proper management and administration of Company or to carry out the legal responsibilities of Company under the laws of the United States; to de-identify such information in accordance with 45 C.F.R. § 164.514(b); or to provide Data Aggregation services to you as permitted by 45 C.F.R. 164.504(e)(2)(i)(b); and
  2. Disclose PHI for the proper management and administration of Company, provided that disclosures are Required by Law, or Company obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and that the person will notify Company of any instances of which it is aware in which the confidentiality of the information may have been breached.
3. Minimum Necessary. Any use or disclosure of the PHI will be limited to the minimum PHI necessary for the permitted purpose. Company shall comply with any guidance issued by the Secretary regarding compliance with the minimum necessary standard.
4. Company will implement and maintain reasonable and appropriate administrative, physical and technical safeguards to protect the availability, integrity and confidentiality of the PHI as permitted and/or required by HIPAA and the HITECH Act.
5. Reports of Unauthorized Access, Use or Disclosure. Company shall report to you in writing without unreasonable delay, (i) any use or disclosure of PHI that is not authorized by this Addendum or the Terms of Use including, but not limited to, Security Incidents, and (ii) any Breach of Unsecured Protected Health Information. Company shall deliver such notice no later than twenty (20) business days after the date on which Company (or any member of Company’s workforce or agent of Company except the person(s) responsible for the Breach) became aware, or in the exercise of reasonable diligence should have become aware, of such unauthorized use or disclosure or Breach. Notice of any unauthorized use or disclosure or Breach shall, if known, contain information required to be provided in a notice pursuant to 45 C.F.R. § 164.404. The parties acknowledge and agree that this Section constitutes notice by Company to you of the ongoing existence and occurrence of attempted but unsuccessful Security Incidents for which no additional notice to you shall be required. “Attempted but unsuccessfully Security Incidents” include, but are not limited to, pings and other broadcast attacks on Company’s firewall, port scans, unsuccessful log-on attempts, denials of service and any combination of the above, so long as no such incident results in unauthorized access, use, or disclosure of PHI.
6. Mitigation Procedures. In the event of any improper use and/or disclosure of PHI, Company shall work, and where practicable you shall work cooperatively with Company, to implement procedures for mitigating the harmful effects of such improper use and/or disclosure.
7. Access to and Amendment of PHI. Company does not maintain a Designated Record Set for or on your behalf. In the event a request for access or amendment is delivered directly Company by an Individual, Company shall forward such request to you. You shall be solely responsible for responding to such requests.
8. Accounting of Disclosures. In accordance with 45 C.F.R. § 164.528, Company agrees to produce, and maintain for at least six (6) years, a record of any disclosure of the PHI, which record will include, for each disclosure, the date of disclosure, the name and address of the recipient, a description of the PHI disclosed (if known), the name of the individual who is the subject of the PHI (if known) and the reason for disclosure. Upon your request, Company will make its record of disclosure available to you within the time frame and in the manner permitted and/or required by Applicable Law or as otherwise agreed by the Parties in writing. In the event the request for an accounting is delivered by an individual directly to Company, Company shall forward such request to you. You shall have the responsibility to respond to the request.
9. Subcontractors. Company shall ensure that any subcontractor to whom it provides PHI agrees to the same restrictions and conditions that apply through this Addendum to Company.
10. Availability of Books and Records. Company agrees to make its internal practices, books and records relating to its uses or disclosures of the PHI available to the Secretary for purposes of determining compliance with Applicable Law, subject to attorney-client and other applicable privileges.
11. Company’s Performance of Covered Entity’s Obligations. To the extent Company is to carry out one or more of your obligations under the Privacy Rule, at Subpart E of 45 C.F.R. Part 164, Company will comply with the requirements of the Privacy Rule that apply to you in the performance of such obligations.
Your Obligations.
1. Notice to Company. You will notify Company of any of the following to the extent that they affect Company’s use or disclosure of PHI or its rights and obligations with respect to PHI (i) any limitation in its notice of privacy practices in accordance with 45 C.F.R. § 164.520; (ii) any changes in, or revocation of, permission by an Individual to use or disclose the PHI; and (iii) any restriction on the use or disclosure of PHI that you have agreed to in accordance with 45 C.F.R. §164.522.
2. No Violation of Law. You will not request, direct or cause Company to use or disclose PHI in a manner that would violate Applicable Law.
Term and Termination. This Addendum shall become effective on the Effective Date of the Terms of Use, unless the Parties otherwise mutually agree in writing to an alternative effective date. This Addendum will automatically terminate upon the termination or expiration of the Terms of Use. Notwithstanding any provisions in this Addendum or the Terms of Use to the contrary, either party may terminate this Addendum and the Terms of Use if it determines that the other party has breached a material term of this Addendum and has not cured such breach with thirty (30) days of receiving notice of the breach from the non-breaching party. Upon termination of the Terms of Use or this Addendum, Company will return or destroy the PHI, unless required otherwise by Applicable Law. If return or destruction of the PHI is not feasible, Company will extend the protections of this Addendum until the PHI can be returned or destroyed and this obligation shall survive termination of the Addendum.
Independent Contractors. In performing the services herein specified, Company will be acting as an independent contractor engaged by you to perform services under the Terms of Use. Nothing contained in the Terms of Use or this Addendum shall be construed to create a partnership or a joint venture or to authorize Company to act as a general or special agent, except as specifically set forth in this Addendum or the Terms of Use.
Miscellaneous Terms. This Addendum supersedes all prior understandings and agreements, written or oral, between the Parties with respect to its subject matter. This Addendum is incorporated into the Terms of Use. The section titles used in this Addendum are provided for convenience only and are not intended to affect the interpretation of any provision. Any ambiguity in this Addendum shall be resolved in favor of a meaning that permits you and Company to comply with Applicable Law. Any and all references in this Addendum to a statute or regulation mean the section as in effect or as amended. This Addendum may only be amended by a written instrument signed by the Parties. Nothing in this Addendum is to be construed as conferring any right, remedy or claim on any person or entity other than the Parties and their respective successors and assigns. This Addendum may only be assigned by a party in accordance with the assignment provision of the Terms of Use. This Addendum will be governed by the governing law set forth in the Terms of Use and any action brought under this Addendum will be brought in accordance with the Terms of Use. Any notice to be provided under this Addendum will be provided in accordance with the notice provisions of the Terms of Use. The unenforceability of any provision in this Addendum will not affect the enforceability of any other provision. The waiver of any right or obligation under this Addendum will not be deemed to be a continuing waiver or the waiver of another right or obligation. All waivers must be in writing signed by both Parties.