NCH Healthcare System, Inc. seeks to facilitate the use of health information technology to promote the continuum of care for its patients, quality of care, patient safety and health care efficiency while also maintaining patient data privacy and security. NCH has partnered with Epic and is providing your Practice or Organization access to NCH’s EpicCare Link to facilitate this care.  NCH Healthcare System, Inc., for itself and its affiliated entities (individually and collectively “NCH”)takes the privacy and security of patient information very seriously. Use of EpicCare Link (“ECLink”) is conditioned on the Practice/Organization’s compliance with all applicable NCH policies and procedures and with all federal and state laws regarding the privacy and security of patient information such as HIPAA and State of Florida regulations and laws.  Please read these terms and conditions carefully, as your Practice/Organization use of NCH ECLink constitutes your acceptance of these terms and conditions. If you do not accept the entirety of the terms and conditions stated here, you will not be eligible to use NCH ECLink. We may, in our sole discretion, change these terms and conditions at anytime by updating this web page. You are bound by all such modifications, and you are responsible for reviewing these terms and conditions on a regular basis. Your use and continued use of the NCH ECLink constitutes your agreement to all such terms, conditions, and notices.  The privacy and security of health and other personal information of NCH patients (collectively, “Protected Health Information”) is a right protected by law and enforced by fines, criminal penalties as well as policy. Safeguarding such patient information is a fundamental obligation for all persons accessing it. I. USE, DISCLOSURE AND OWNERSHIP OF PHINCH will limit the Practice or Organization (Office and Individual Users collectively hereinafter referred to as "Organization") access to Protected Health Information ("PHI"), as that term is defined under HIPAA (defined below), to only those NCH patients with whom Organization has a current treatment relationship or scheduled appointment to initiate a treatment relationship, and only for the purposes of treatment of the patients, payment, or Organization's healthcare operations as permitted by federal and state laws.  Organization cannot access or use PHI to generate copies of medical records pursuant to subpoena, patient request or other authority. Instead, Organization must utilize its own medical records that may include copies of PHI obtained through NCH ECLink and/or refer the requestor to the NCH Health Information Management Department.  Organization will not perform research activities utilizing PHI without a prior written approval of the NCH Privacy Officer. In the use and disclosure of PHI, Organization will comply and require its employees, agents, contractors, or representatives to comply with applicable state and federal law, including, without limitation, the Health Insurance Portability and Accountability Act of 1996, as amended, and implementing privacy, security, and administrative simplification regulations(collectively "HIPAA"), and other applicable laws and regulations.  Organization's workforce will be required to acknowledge and accept their obligations related to confidentiality of PHI and appropriate use when they log into NCH ECLink.  Organization will adopt and require its employees, agents, contractors, or representatives to comply with its own policies regarding confidentiality, privacy, security, and integrity of patient information, including PHI accessed pursuant to this Agreement.  If requested at any time by NCH, Organization will provide NCH a copy of its policies.  Access to PHI will be granted at the sole discretion of NCH to individual members of Organization's Workforce. Organization is required to provide HIPAA privacy training to each user prior to requesting access. NCH can terminate access to NCH ECLink of individual members of Organization's Workforce at any time and at its sole discretion.  Organization will not share individual user identifiers (ID), or passwords assigned by NCH for other users to access PHI. Organization will not provide access to PHI to any third party, including, without limitation, Organization's Business Associates, as that term is defined under HIPAA, without a prior written consent of NCH. Organization acknowledges that Organization and any such third party may be required to sign a separate agreement before the third party receives access to NCH systems or data, and that NCH may in its sole discretion and judgment withhold or revoke access to such systems or data to the Organization or to any third party at any time and for any reason.  Organization understands and agrees that Patient Information shall always remain the sole and exclusive property of NCH. Furthermore, Organization acknowledges and agrees that the information obtained from PHI is confidential and the sole and exclusive property of NCH or the applicable patient, as appropriate. II. AUTHORIZED REPRESENTATIVE Organization shall designate in writing to NCH who will act as the Authorized Representative for purposes of correspondence with NCH. The Authorized Representative will remain responsible for compliance with the terms of this Agreement and will be responsible for notifying NCH promptly of any changes in Organization's Workforce who have or require access to NCH ECLink (e.g., if an individual is no longer employed by Organization.) Should the Authorized Representative terminate his/her affiliation with Organization, Organization must notify NCH thereof and identify a new Authorized Representative within fourteen (14) days of the termination. III. REPORTING AND AUDITING Organization shall immediately notify NCH upon discovery of any inappropriate access, use or disclosure of PHI or of any Security Incident involving PHI, or any occurrence, event or fact that could reasonably be considered an indication of inappropriate access, use or disclosure of PHI or a Security Incident involving PHI. as defined in 45 C.F.R. 164.304 within seven (7) days of the discovery.  Organization will cooperate with NCH in its continuing verification of Organization's compliance and compliance of its employees, agents, contractors, or representatives with the terms of this Agreement, including cooperation with audits conducted by NCH, review of regular Organization activity audit reports provided by NCH, and preparation and  timely submission to NCH of written justification for outlier Organization activity. In the event of an investigation related to Organization or Organization's Workforce access to NCHPHI, Organization shall fully cooperate with NCH in such investigation. IV. DISCLAIMER OF WARRANTIES THIS SITE AND ALLOTHER SITES HOSTED BY NCH AND THE CONTENT CONTAINED HEREIN AND THEREIN AREPROVIDED BY NCH ON AN "AS IS" BASIS. NCH MAKES NO REPRESENTATIONS ORWARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF ITS SITES,OR THE CONTENT, PRODUCTS AND/OR SERVICES INCLUDED THEREIN. TO THE FULLESTEXTENT PERMISSIBLE BY APPLICABLE LAW, NCH DISCLAIMS ALL WARRANTIES, EXPRESS ORIMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSES, TITLE AND/OR INFRINGEMENT. NCH 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, Organization acknowledges and agrees that NCH does not control the devices or computers or the internet over which you may choose to send confidential personal information and cannot, therefore, prevent such interceptions of compromises to your information while in transit to NCH. Therefore, NCH makes no guarantee as to security, integrity or confidentiality of any information transmitted to or from this website. Organization is solely responsible for implementing its own IT safeguards, as required in Section IX of this Agreement. NCH PROVIDES THISWEBSITE FOR YOUR USE AS IS. YOU EXPRESSLY AND SOLELY ASSUME THE SOLE RISK OFTRANSMITTING YOUR INFORMATION AS IT RELATES TO THE USE OF THIS WEBSITE, AND FORANY DATA CORRUPTIONS, INTENTIONAL INTERCEPTIONS, INTRUSIONS OR UNAUTHORIZED DISCLOSUREOF OR ACCESS TO INFORMATION, OR OF ANY DELAYS, INTERRUPTIONS TO OR FAILURESPREVENTING THE USE THIS WEBSITE. V. LIMITATION OF LIABILITYNCH SHALL HAVE NOLIABILITY IN REGARD TO CONSEQUENTIAL, EXEMPLARY, SPECIAL, DIRECT, INDIRECT,INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF EITHER PARTY IS ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NCH'S TOTAL LIABILITY IN REGARDTO OR UNDER THIS AGREEMENT (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT,TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LAW) EXCEED THE FEESPAID, IF ANY, FOR THE INCIDENT CAUSING SUCH DAMAGE. Organization agrees that it is solely responsible for the ultimate decision and medical judgment related to the diagnosis and treatment of Organization's patients based on the information accessed through NCH ECLink. Organization may not rely on NCH ECLink in lieu of Organization's own official medical records and understands that images accessed remotely may not have the same degree of clarity as images viewed on-site. VI. INDEMNIFICATION Organization shall indemnify, defend and hold harmless NCH all its officers, employees, staff, volunteers, agents, contractors, associates and affiliates, successors and assignees from all claims and liabilities, including reasonable attorneys' fees and expenses incurred in the enforcement of its rights under this Agreement ("Damages") arising out of the acts or omissions of Organization or any of its employees, agents, contractors or representatives in using PHI or any information obtained from NCH ECLink, or the breach by Organization or any of its employees, agents, contractors or representatives of this Agreement. In the event of any actual or threatened breach or violation of this Agreement by Organization or its employees, agents, contractors or representatives, NCH shall have full rights to injunctive relief, in addition to any other rights and remedies it may have. The provisions of this Section shall survive the expiration or termination of this Agreement for any reason. VII. TERM AND TERMINATION The term of this Agreement shall run from the effective date for a term of one (1) year, and shall automatically renew for one-year terms thereafter unless either party notifies the other party in writing of its intention not to renew this Agreement at least thirty (30) days prior to the end of any term. At least annually, Organization will be required to verify that the members of the Organization that have access to NCH ECLink continue to require access and Organization will de-activate any user who no longer requires access to NCH ECLink immediately. Either party may terminate this Agreement at any time by giving at least thirty (30) days' prior written notice to the other of such termination and specifying the effective date thereof. This Agreement may be terminated effective immediately upon notice of NCH if Organization, its employees, agents, contractors, or representatives breach any material term of this Agreement, including, without limitation, the confidentiality provisions. This Agreement may be terminated if Organization or its Officers have been sanctioned by the Office of the Inspector General or other government agency.  This Agreement may also be terminated immediately upon expiration or termination of Organization's provider-patient relationship with NCH patients. Upon termination, a) Organization's access to NCH ECLink will be terminated; b) access of Organization's clinical staff to NCH ECLink will be terminated; and c) at the request of NCH, Organization will return or destroy all patient-related information obtained pursuant to this Agreement, excluding any such information that has been incorporated into Organization's patient medical records. VIII. COPYRIGHT AND TRADEMARKS All content included on NCH ECLink, 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 NCH and Content owned or controlled by third parties and licensed to NCH. 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 NCH. IX. SITE ACCESS AND LICENSESNCH grants, on behalf of itself, or, its affiliates, a limited license to each user to make personal use only of the NCH ECLink and the associated services in accordance with these terms and conditions of use. This license expressly excludes, without limitation, any reproduction (excluding printing of information for incorporation into Organization's patient medical records), 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 whatsoever. You hereby agree that you are using and will continue to use appropriate IT safeguards when using NCH ECLink, such as a personal firewall, Adware/Spyware protection, up-to-date virus protection and access control (consisting of at least a User ID and a Password) on your computers and servers designed to protect the confidentiality, integrity and availability of Patient Information. X. MISCELLANEOUS This Agreement, together with all the documents referenced herein, contains the entire understanding and all the terms and conditions agreed upon by the parties hereto regarding the subject matter of this Agreement. It supersedes any prior agreements between the parties relating to the subject matter of this Agreement. Any prior agreements, promises, negotiations or representations of, among, or between any of the parties relating to the subject matter of this Agreement, either oral or written, that are not expressly set forth in this Agreement, are null and void and of no further force or effect. No party may assign its respective rights and obligations under this Agreement without the prior written consent of the other parties hereto. Except as otherwise expressly provided herein, nothing expressed or implied herein is intended or will be construed to confer upon or give another person other than the parties hereto any right or remedy hereunder or by reason hereof. In the event that a party waives any provision of this Agreement, such waiver must be in writing, and such party will not be deemed to have waived that provision at any other time or to have waived any other provision. None of the provisions of this Agreement are intended to create, nor will they be deemed or construed to create any relationship between NCH and Organization other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement. None of the parties to this Agreement, nor any of their respective employees, agents, contractors, or representatives, will be construed to be agent, employer, or representative of the others. Organization shall not use the name, logo, likeness, or trademarks of NCH for any advertising, marketing, or endorsement purposes without a prior written consent of NCH. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remainder of the provisions of this Agreement will remain in full force and effect. By using NCH ECLink, you agree that the laws of the state of Florida, 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 NCH, its providers, nurses, staff, or other affiliates. You expressly agree that exclusive jurisdiction for any dispute with NCH ECLink or NCH, its affiliates, employees, subsidiaries, contractors, officers, and directors, resides in the courts of the state of Florida and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the state of Florida in connection with any claim involving NCH, its affiliates, employee, subsidiaries, contractors, officers, and directors. Use of the NCH ECLink is unauthorized in any jurisdiction that does not give effect to the terms and conditions set forth herein.