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SOFTWARE & SERVICES
Amazing Charts, LLC Software & Services
END USER LICENSE AGREEMENT (“EULA”)
A. The Core Concepts
In line with the different way in which we, Amazing Charts, LLC (hereinafter “Amazing
Charts”), provide our software and services, Amazing Charts is providing to you, the
medical practice, clinician(s) or other entities licensing or using our software or services
(hereinafter sometimes referred to as “user(s)”) an easy-to-understand End User License
Agreement (EULA).We’ve summarized below in this Section A the key points you must
understand if you wish to use our products or services.
1. Who can use Amazing Charts Products and Services? We provide software products
and services for medical professionals who understand the risks, benefits, and limitations of
our products as described in this EULA and on our websites. If you are not planning on using
the software to generate clinical records in a professional health-care setting, and have not
otherwise received our prior express written permission, you may NOT download, try, or use
our software.
2. Third-Party Content. Our software products and services may include software and
other content provided by third-party vendors. Your access to and use of such third-party
products and services is governed by terms and conditions mandated by the third parties who
provide them. The terms and conditions governing use of such third-party products and
services are attached to this EULA as Appendix 1.
3. Your use Amazing Charts’ programs and services. We will take all commercially
reasonable efforts to avoid and/or correct any programming or design errors that could
adversely impact your use of our software and services, but ultimately by executing this
EULA you are agreeing that the software and its associated services are provided “as is.” As
such, we are not liable for any problems that may arise as a result of using our software or
services, including but not limited to: lost or erroneous data; computer or network problems;
or other issues which may interrupt or impact your ability to get your work done correctly or
get paid. It is possible that from time to time that programming errors will happen and so
YOU USE OUR PRODUCTS AND SERVICES AT YOUR OWN RISK
4. Expected Behavior. Amazing Charts encourages open discussion of issues and concerns
regarding our software (and our company behavior) on our website at
www.amazingcharts.com/board. In fact, we consider constructive criticism an invaluable
means of improving our software and services. That said, users who act in a manner that is
detrimental to our ability to provide software and services to clients equally, or those whose
actions are at odds with the well-being of our company will not be allowed to continue to use
our software or services. Examples of such unacceptable behavior include users who don’t
pay the licensing or service fees, users who behave in a manner that our staff finds to be
inappropriate or threatening, users who post comments about Amazing Charts or its services

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that are false, and users using our products in a manner other than that in which they are
intended to be used. Treat us as you would like to be treated, and we’ll do the same.
5. Cost. The current pricing for our software and services is clearly published on our
website and we do not charge “hidden fees.” Users who purchase services that have a
recurring charge (e.g., our guardian angel support & maintenance service, offsite backup
service, etc.) will have their credit card automatically rebilled for these charges as a
convenience to them. If there is a pricing increase for users we will provide prior notice
before charging a higher price to users with automatic rebilling.
6. What if you don’t abide by this EULA? If we discover that you are using the software
or the services in a manner that is not consistent with the scope of your granted rights, or if
you are otherwise in breach of this EULA, we have the right to terminate your license and the
right to use our software and services after sending you written notice of your breach. If the
nature of your breach is such that it can be cured within 20 days we will give you a chance to
cure prior to terminating. We will also try to amicably resolve any disputes before we revoke
the right to use our software and services, but we retain the right to immediately revoke your
rights if that is appropriate in a particular instance. Even if your license is revoked, you
maintain the right to export patient demographics and notes through the Administration
section of the program. The clinical data in Amazing Charts is your data and we will take all
commercially reasonable steps to ensure that you retain access to it for the benefit of your
patients.
7. What if we don’t abide by this EULA? You have the right to stop using our products at
any time. If you wish to pursue a more formalized complaint you must bring that action in
the state courts of Delaware where our company is incorporated.
Please NOTE to the extent that the Core Concepts located above are deemed inconsistent with
the more formal articulation of Terms and Conditions which follows, the more formal language
below controls.
B.

Terms and Conditions

1.

Our Agreement

By downloading, accessing and/or using Amazing Charts software products, or any of the
applications, programs, installers, utilities, contained files, databases, or integrated third-party
software provided by Company or its third-party vendors (herein collectively referred to as the
“Program”), or by using services provided by Amazing Charts, or its third-party vendors, (herein
collectively referred to as the “Services”) you agree that you have read, understood, agree to, and
will abide by, all terms of this EULA, including Appendix 1, as it may be amended from time to
time. You also agree to abide by any separate agreements required by our third-party vendors, if
any, which will be provided to you through the purchase process and thereafter made available
either through the user portal or by the third-party. Your access to and use of Third Party Content
(as defined on Appendix 1) is governed by the terms and conditions contained in Appendix 1.
We recommend you read this EULA, including all appendices, completely as you are agreeing to

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the terms of this EULA, including Appendix 1, as well as agreeing to our Website Terms of Use,
and our Privacy and Ethics Policy found on our website, www.amazingcharts.com when you
download, access, install, or use any portion of the Programs or Services. Further you agree that
some Services offered by Amazing Charts may be subject to certain terms and conditions
contained in Service Level Agreements (“SLAs”) provided to you through the purchase process
and thereafter made available either through the user portal or on our website noted above. You
agree that the Programs and Services are intended to serve as a rapidly accessible, concise initial
resource and not as a complete reference resource. They do not include information concerning
every therapeutic agent, diagnosis, laboratory or diagnostic test or procedure available. The
Programs are clinically oriented and intended to be used only by medically licensed providers
who are physicians and/or other competent and duly authorized/licensed healthcare professionals
who will rely on their own discretion and judgment in medical diagnosis and treatment. Neither
Amazing Charts, nor related interfaced third party providers, directly or indirectly practice
medicine or dispense medical services and, as such, assume no liability for data or functions
contained in the Programs or Services, or their use. You assume full responsibility for the
appropriate use of medical information contained in the Programs and agree to hold Amazing
Charts, LLC and its third party providers harmless from any and all third party claims or actions,
arising from your use of the Programs or Services.
2.
Trial Period
The Programs and Services are intended for practicing Healthcare Practitioners and their staff
only. Persons not intending to evaluate the Programs for use in a medical practice (e.g., patients,
laymen, attorneys, insurance companies, or any of their agents) who wish to download or access
the Programs must first receive written permission from Amazing Charts. FOR THESE
PERSONS, NO TRIAL PERIOD IS PERMITTED AND LICENSING IS ONLY PROVIDED
AFTER RECEIPT OF WRITTEN PERMISSION. Non-healthcare persons who download or
access any of the Programs or use it before receiving a written license and authority from
Amazing Charts AND paying any required license fee as dictated by Amazing Charts in its sole
discretion will be subject to legal liability, and will be prosecuted to the full extent of the law.
By agreeing to the terms of this EULA, users who are evaluating the Program for their
medically-related healthcare practice, may download or access and use the Program for an initial
trial period of approximately 28 days. The Program includes a time limit mechanism to prevent
it from operating after a period of approximately 28 days from when it is installed or accessed on
a computer. The Program MAY NOT provide reminders that operation will imminently
cease. If you wish to use the Program beyond the initial trial period, you agree to pay the
currently stated license and support fees. All Fees are non-refundable. Upon payment, you
will receive a registration code (“Registration Code”) that must be entered into the Program to
allow it to continue to operate.
3.
Continuing Use Beyond The Trial Period
At regular intervals, the Program will connect to the Amazing Charts servers via an Internet
connection and automatically verify current services and verify that you are in Good Standing
(see description below). Without this intermittent verification, the Programs may cease to
operate. Use of the Programs without an Internet connection will limit the ability of the

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Programs to automatically verify itself and may require additional user intervention (i.e., calling
into Amazing Charts to obtain a validation code required to continue to use the Programs).
The downloaded version of the Program includes information that must be regularly updated to
reflect the current standards-of-care of medicine and addresses identified programming errors in
earlier versions of our Program or Services. Thus users are strongly advised to subscribe to our
Update & Support services which provide the means to ensure the Programs and Services are upto-date. Although users are not required to subscribe to this service, failing to do so means that
the Amazing Charts software, services, third-party interfaces, and databases will contain
outdated and/or erroneous information which may put the user at increased risk of errors and
potential loss or corruption of their data from programming errors fixed in subsequent updates.
Users who do not subscribe to our Update & Support service do so at their own risk and agree to
hold Amazing Charts harmless for any claims arising from such use of outdated Programs,
Services, third-party interfaces, medication, codes, and other databases. Users who subscribe to
Amazing Charts in The Cloud, our hosted software solution, will automatically receive the latest
version of the Amazing Charts software as it becomes available.
4.
Good Standing
Amazing Charts provides software and services for medical professionals wishing to use our
products and who understand the risks, benefits, and limitations of our products as described
herein and on our websites.
In addition, Amazing Charts encourages open discussion of issues and concerns regarding our
software (or company behavior) at www.amazingcharts.com/board. In fact, constructive
criticism is considered a critical means for improving our software and services and is not
considered to be inappropriate.
That said, users who act in a manner that is deemed by Amazing Charts to be detrimental to the
ability of Amazing Charts to provide Programs and Services to all clients equally, or those whose
actions are detrimental to the continuing well-being of the company will be considered to NOT
be in Good Standing, and may have their license to use the Programs and Services revoked.
Examples of such unacceptable behavior include users who don’t pay the required licensing fees,
users who behave in a manner that our staff finds to be inappropriate or threatening, users who
post comments about Amazing Charts or related services that are false, and users who use our
software or services in a manner other than that in which they are intended to be used.
Users acting in a way deemed to be inappropriate will be notified in writing that their behavior or
action is considered disruptive and an attempt to correct such behavior shall be encouraged. If
such disruptive behavior persists, Amazing Charts may terminate this EULA and the license
granted to the user as described in the Termination section 16 below.
5.
Patient-Related Data
Through the use of the Programs, patient demographics and clinical encounter notes are
generated and stored in the Programs. Much of this data is retrievable by you WITHOUT
HAVING TO NOTIFY OR PAY ADDITIONAL FEES TO Amazing Charts. To retrieve this

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data, you may log into the Administration window of the Program and select the Import/Export
tab, and then export the data in a number of different formats.
6.
Optional Services
In addition to the Programs, Amazing Charts is also offering certain maintenance and support,
data backup, billing and other services to its licensees. These Services are described, and may
be purchased on the Amazing Charts, LLC Web site. The terms of this Agreement will apply to
the Services, in addition to any specific terms and conditions set forth on the Web site and/or
agreements made directly with third-parties regarding such Services. Some of these Services
may be provided by third parties as specified on the Amazing Charts Web site, and while we
choose these Service providers carefully, we are not responsible for the Services they provide.
7.
Service Fees
You agree to pay Amazing Charts’s current service charges for any Services you choose to
use. These service fees, which are subject to change, are posted on the Web site at
www.Amazing Charts.com. Changes in service fees will be notified to you by posting on the
Amazing Charts website. You agree that Amazing Charts may bill you for the Service fees as
posted on the Web site. Should Amazing Charts raise the charge for these Services, you agree to
be billed at the new rate, and that some of these fees will be recurring in nature and charged to
you unless you notify Amazing Charts that you want to terminate a Service at least two weeks
prior to billing for that Service. Service fees are non-refundable.
8.
Support
Support for the Programs after the first year is NOT included with the Programs. Any support
provided, whether purchased or not, is done at the sole discretion of Amazing Charts and is
covered by this EULA, including the No Warranty and Limitation of Liability sections below.
9.
No Warranty
THE PROGRAMS AND SERVICES ARE PROVIDED "AS IS." AMAZING CHARTS DOES
NOT MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED,
CONCERNING THE MERCHANTABILITY, TITLE, AVAILABILITY, QUALITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROGRAMS OR
SERVICES. YOU ASSUME ALL RISK OF USE. NO WARRANTY IS GIVEN THAT THE
PROGRAMS OR SERVICES WILL BE ERROR-FREE, FREE OF VIRUSES, OR THAT
THEY WILL NOT ADVERSELY AFFECT YOUR COMPUTER OR OTHER PROGRAMS
ON YOUR COMPUTER. AMAZING CHARTS DOES NOT WARRANT THAT THE
FUNCTIONS CONTAINED IN THE PROGRAMS OR SERVICES WILL MEET YOUR
REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAMS OR SERVICES
WILL BE UNINTERRUPTED.
10.
Limitation of Liability
AMAZING CHARTS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR
ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES
INCURRED OR ARISING OUT OF THE USE OR THE INABILITY TO USE THE
PROGRAMS OR SERVICES, OR OUT OF DATA PRODUCED BY THE PROGRAMS, ANY
LOSS OF DATA, OR ARISING FROM ANY BREACH OF A REPRESENTATION OR

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WARRANTY, OR FOR ANY CLAIM BY ANY THIRD PARTY, REGARDLESS OF THE
TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF AMAZING
CHARTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR
LOSS. AMAZINGCHARTS MAXIMUM LIABILITY FOR ANY REASON WILL BE TO
REFUND THE AMOUNT YOU PAID TO IT IN THE TWELVE MONTH PERIOD
PRECEDING THE DATE OF THE CAUSE OF ACTION GIVING RISE TO THE CLAIM
CONCERNED. THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED
ALLOCATION OF RISK THAT IS REFLECTED IN THE FEES FOR WHICH THE
PROGRAMS, SERVICES, SITE AND/OR CONTENT IS MADE AVAILABLE BY
AMAZING CHARTS WITHOUT WHICH THE AVAILABILITY AND/OR PRICE OF
WHICH WOULD NECESSARILY DIFFER FROM THOSE OFFERED BY AMAZING
CHARTS.
11.
Confidentiality
“Confidential Information” means any non-public information (without regard to the medium on
which such information may be recorded, whether written, visual, audio, graphic, computerized
or otherwise) concerning or relating to your property, business affairs and patients and
specifically includes data transmitted from your computer(s) to Amazing Charts’ servers.
Confidential Information shall be held in confidence by Amazing Charts and shall be used only
for the purposes provided for in this Agreement. Amazing Charts shall use the same degree of
care to safeguard your Confidential Information as it utilizes to safeguard its own Confidential
Information. The terms of this provision shall apply to Amazing Charts’s confidential
information which comes into your possession.
12.

Clinical Data

AMAZING CHARTS WILL KEEP YOUR CLINICAL DATA CONFIDENTIAL (including,
but not limited to, medical care, prescribing habits, and other patient-care data in your medical
records), in accordance with HIPAA (described below) and all other applicable regulations.
Amazing Charts may share, transmit, disclose or provide clinical data as permitted or required by
law. Amazing Charts may also use or disclose to third-parties data that has been de-identified in
accordance with applicable law including 45 CFR § 164.514, in order to create comparative
databases or to perform statistical analysis and for such other lawful purposes, except that
Amazing Charts will make all reasonable efforts to exclude certain users’ de-identified data from
such legally permissible disclosures if that user makes a written request to opt out at
https://www.amazingcharts.net/optout. You understand that data accessed by certain third-parties
such as Surescripts through its immunization registries and its electronic prescribing services
may not be excluded even if a user’s written opt out request is duly made. Amazing Charts
requires all its employees to review, understand, agree with, and comply with HIPAA
regulations. The confidentiality of any and all personally identifiable clinical records is mandated
at all times.

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Amazing Charts may comply with any subpoena or similar order related to data on its server,
provided that Amazing Charts notifies you promptly upon receipt thereof, unless such notice is
prohibited by law.
Amazing Charts WILL NOT INTENTIONALLY USE AD-WARE, SPY-WARE, or other
mechanisms that may compromise confidentiality of records or intentionally damage the
integrity of the medical records or content on your computers.
13.
HIPAA Requirements
To the extent applicable in light of the Services you ultimately pay us to provide, Amazing
Charts. will use its reasonable commercial efforts to comply with the Health Insurance
Portability and Accountability Act of 1996, as codified at 42 U.S.C. 1320d (“HIPAA”) and any
current and future regulations promulgated there under, including without limitation the federal
privacy regulations contained in 45 C.F.R. Parts 160 and 164 (the “Federal Security
Regulations”), the federal security standards contained in 45 C.F.R. Part 142 (“Federal Security
Regulations”), and the federal standards for electronic transactions contained in 45 C.F.R. Parts
160 and 162, all collectively referred to herein as “HIPAA requirements”. Amazing Charts
agrees not to use or further disclose any Protected Health Information (as defined in 45 C.F.R.
Section 164.501) or Individually Identifiable Health Information (as defined in 42 U.S.C. Section
1320d), other than as permitted by HIPAA Requirements and the terms of this EULA. Amazing
Charts will make its internal practices, books, and records relating to the use and disclosure of
Protected Health Information available to the Secretary of Health and Human Services to the
extent required for determining compliance with the Federal Privacy Regulations.
Attached to this EULA is a form of Business Associate Agreement (“BAA”) which Amazing
Charts, LLC enters into with you upon your accepting the terms of this EULA. A copy of the
BAA may be down loaded for your files at www.amazingcharts.com/BAA.pdf .
14.
Property
The Programs and all related materials are the copyrighted property of Amazing Charts, or the
parties which own the Programs concerned and except as noted below, the Programs and all
intellectual property rights therein are owned by the holders of the copyrights for the Programs
concerned. You are authorized to use the Programs for your own internal use only. You are
prohibited from selling, leasing, or licensing the Programs or any portion thereof to any
unauthorized party, or using it to process the work of any other party. You are prohibited from
creating derivative works based on the Programs without written permission from Amazing
Charts. You are prohibited from disassembling or reverse engineering the Programs, or removing
any copyright notice from them. Only if you are using downloaded versions of the Programs,
you may make copies of the Programs solely for backup or archival purposes.
You must ensure the confidentiality of your corporate identification codes, user identification
codes, and user passwords used in connection with the Programs or Services (“ID Codes”). You
are responsible for activity entered through and under any ID Codes. In no event will Amazing
Charts be liable for the foregoing obligations or the consequences of your failure to fulfill such
obligations.

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The CPT five-digit codes and descriptions are the copyrighted property of the American Medical
Association (“AMA”) and are subject to the restrictions set forth in the previous paragraph. The
CPT codes are licensed to Amazing Charts by the AMA and continued use and updating within
the Programs is dependent upon continuing contractual relations with the AMA.
You may not use the Programs, or any of the Medications, ICD, or CPT information contained
therein in any public electronic bulletin board, or public computer based information system
(including the Internet and World Wide Web).
15.
Export Controls and License Territory.
The Programs may be licensed for use only in the United States, its territories and Canada (the
“Territory”). If you want to use the Programs outside of the Territory, you must contact
Amazing Charts, LLC via e-mail at sales@amazingcharts.com, and request permission to do so.
Such permission may only be granted in writing, and no attempt to download, access or use the
Programs outside of the Territory shall be made until you have received such permission in
writing. By accessing or downloading the Programs without such written permission you
represent and agree that they will be used only in the Territory. If there is any use or attempted
use of the Programs outside of the Territory without your having received such written
permission, your right to continued use of the Programs will cease, and Amazing Charts will
have the right to immediately terminate your license.
You acknowledge that the Programs contain 128-bit, and higher, encryption algorithms and may
be subject to restrictions and controls imposed under the export control laws and regulations of
the Territory and may not be exported, acquired, shipped, transferred or re-exported, directly or
indirectly, to (i) any country or region prohibited under such laws and regulations or (ii) any end
user who has been prohibited from participating in the export transaction under such laws or
regulations.
16.

Termination.

This license will be terminated if you fail to cure any breach of any term of this EULA within 20
days after we notify you of the breach, and you must cease to use the Program after the 20 day
period. In the event the breach is not curable, then this license will terminate immediately upon
your receipt of such notice of termination. We also retain the right to immediately terminate
your license if that is appropriate in a particular instance
In addition to termination for your breach of this EULA, Amazing Charts may terminate your
license and ability to use the Programs and services if you are found NOT to be in Good
Standing (as described in section 4 above).
You may terminate this EULA and thereby your license at any time by sending notice of
termination to Amazing Charts Be sure to export your patient-related data as described in the
Patient-Related Data section 5 above before terminating your license.
All notices required or permitted under this EULA shall be sent in writing, by a recognized
courier service such as FedEx or UPS, and addressed to the other party as follows: Notices sent

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by you to Amazing Charts, shall be addressed to John Squire, President, at 111 Huntington Ave,
Suite 4, Boston, MA 02199, Notices sent by Amazing Charts to you shall be addressed to the
address you provided to Amazing Charts when you first purchased the Program and entered into
the EULA. Either party may change the address to which notices shall be sent by sending a
written notice by ordinary mail.
Fees already paid are not refundable in the event of termination by Amazing Charts because of
your breach of the Agreement or your termination for convenience.
Amazing Charts has the ability to terminate access to most of the features of the Programs and
Services. Even if this access is turned off, however, you will still maintain the ability to export
your patient demographics and clinical encounters (see Patient-Related Data section 5 above).
Other than terminating access to parts of the Amazing Charts software or services, after notice to
you that Amazing Charts is terminating this EULA, Amazing Charts, LLC WILL NOT
DELIBERATELY DISABLE, TAMPER WITH, or CRIPPLE YOUR COMPUTER or otherwise
hamper your ability to use non-Amazing Charts software or services.
Upon termination of the EULA for any reason, you agree that you will immediately delete all
copies of the Programs from your computers and cease using Amazing Charts Programs or any
Services. You agree that by terminating your license, you are authorizing Amazing Charts to
immediately delete any and all backup files, billing information, and any other data you have
provided us and to terminate your access to the Programs.
17.
Miscellaneous
This EULA is nontransferable by the user, is nonexclusive, and applies to all usage of the
Programs, as well as to the Services. Amazing Charts may assign its rights in this EULA and it
shall thereafter fully bind such successors and assigns.
This EULA shall be governed in accordance with the laws of the State of Delaware, excluding its
conflicts of laws principles. The state courts of Delaware have exclusive jurisdiction with regard
to all actions relating to this EULA, and you agree that you will be subject to the jurisdiction of
such courts.
In the event that a provision of this EULA is determined to violate any law or is unenforceable,
the remainder of this EULA shall remain in full force and effect.
No failure or delay on the part of Amazing Charts in exercising any right hereunder will operate
as a waiver of, or impair, any such right, or any other right of Amazing Charts.
This EULA is updated from time to time and the most up-to-date version is posted at
www.amazingcharts.com/EULA.pdf. Each time you use the Programs and Services you are
agreeing to abide by the latest version of this EULA as posted at the link above, in perpetuity
until terminated by you or Amazing Charts, LLC in accordance with the Termination provisions
of this EULA. (EULA revised as of 12-4-2015)

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APPENDIX 1
THIRD PARTY CONTENT TERMS AND CONDITIONS
1.

The following definitions are incorporated herein:
1.1.1

“Appendix” means this Appendix to the EULA between you and Amazing Charts, LLC.

1.1.2

“Prescriber” means an M.D., D.O., D.D.S., D.D.M., Physician’s Assistant (PA), R.N.,
LPN, or advanced practice nurse, licensed pharmacist, or other properly licensed
professional clinician authorized to write or dispense prescriptions in the United
States or its territories.

1.1.3

“Customer Authorized User” means a person permitted by you to access or use the
Program, including, without limitation, Prescribers, and who is subject to the terms
of this Appendix.

1.1.4

“Licensor” means Amazing Charts, LLC.

1.1.5

“Third Party Content Provider” means the licensor of any Third Party Content
included within or accessible through the Program, including without limitation
Wolters Kluwer Health, Inc., a Delaware corporation and Lexi-comp, Inc., an Ohio
corporation d/b/a Lexicomp.

1.1.6

“Third Party Licensed Products” means certain data or software provided to
Amazing Charts, LLC under separate license from Third Party Content Providers and
provided by Amazing Charts, LLC to you through use of the Program.

1.1.7

All other capitalized terms used herein shall have the meanings ascribed to them in
the EULA.

2.

License Grant. During the term of this Appendix, Licensor grants to you a limited, nonexclusive, non-transferable license to access and use certain content from the Third Party
Licensed Products which Licensor has previously and separately licensed from Third Party
Content Provider and included within the Program. You and Customer Authorized Users
may use the Third Party Licensed Products pursuant to a limited and restricted license in
conformance with the terms of the license from Third Party Content Provider. You and your
Customer Authorized Users may not provide data from the Third Party Licensed Products to
third-parties for any other purpose. This is not a sale of the Third Party Licensed Products or
of a copy of the Third Party Licensed Products. Any use or attempted use of the Third Party
Licensed Products other than as expressly permitted herein is a material breach of this
Appendix. Only Customer Authorized Users may access and use the Third Party Licensed
Products through the Program. The Third Party Licensed Products were developed for use
only in the United States and its territories.

3.

Customer Authorized Users Compliance. You shall take commercially reasonable measures
to ensure that Customer Authorized Users comply with the terms of this Appendix. You
shall promptly report to Licensor any breach of this Appendix by a Customer Authorized
User, but in no event later than five calendar days after becoming aware of a breach.

4.

License Restrictions. You and Customer Authorized Users shall not: (a) print in whole or in
substantial part the Third Party Licensed Products; (b) modify, translate, reverse engineer,

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decompile, disassemble, or attempt to derive or alter any source code of the Third Party
Licensed Products or any underlying software; (c) use the Third Party Licensed Products to
provide service bureau, time sharing, or similar services to third parties, including any
parent, subsidiary, or other affiliate of yours unless such use by the parent, subsidiary, or
other affiliate is explicitly permitted by Licensor and such parent, subsidiary or other affiliate
is bound by the terms of this Appendix; (d) distribute, sublicense, sell, assign, transfer, rent,
lease, pledge, or encumber the Third Party Licensed Products, or make any attempt to do
so; (e) alter, remove, or hinder delivery of any copyright, disclaimer, or proprietary notice
appearing in the Third Party Licensed Products; (f) take any action compromising the
enjoyment and use of the Third Party Licensed Products by any other Third Party Content
Provider or Licensor customer; or (g) take any action compromising Third Party Content
Provider’s or Licensor’s rights in or to use of the Third Party Licensed Products.
Redistribution of the Third Party Licensed Products in whole or substantial part for any
purpose is not permitted.
5.

Compliance with Laws. You shall use the Third Party Licensed Products and the information
contained therein and results derived therefrom, in compliance with applicable federal,
state or provincial, and local laws, rules, and regulations.

6.

No Competitive Products. Under no circumstances shall you use the Third Party Licensed
Products or information contained therein or results derived therefrom, to develop a
product(s) or service(s) in any format similar to, or which could be competitive with, the
Program or the Third Party Licensed Products.

7.

Modifications. You shall not modify, or create a derivative work from, the Third Party
Licensed Products without the explicit, prior written permission of Third Party Content
Provider and Licensor. You assume all liability for any modification made by you, on your
behalf, or by a Customer Authorized User. Third Party Content Provider and Licensor
specifically disclaim all warranties of any nature, express and implied, regarding any Third
Party Licensed Products modified by you, on your behalf, or by a Customer Authorized User.

8.

Product Documentation, Training, Support. In the event that Third Party Content Provider
provides Licensor with documentation or an alert that has the potential to affect patient
safety or clinical practice, Licensor is obligated under its agreement with Third Party Content
Provider to make such known to you. Upon notification of such an alert or documentation,
you shall promptly provide Customer Authorized Users with access to a hard copy or
instructions for obtaining an electronic copy of the alert or documentation as provided by
Licensor to you. You have the sole responsibility for ensuring that Customer Authorized
Users have sufficient training to use the Third Party Licensed Products in a reasonably
competent manner before providing them with access to the Third Party Licensed Products.
Third Party Content Provider will not provide support directly to you; rather all support
regarding the Program or the Third Party Licensed Products will be provided to you by
Licensor.

9.

Professional Responsibility. You acknowledge that the professional duty to a patient in the
provision of healthcare services (including but not limited to the dispensing of drug
prescriptions, provision of drug information, substitution of one drug product for another,
availability of generic substitutable alternative drug products, providing instruction, and
answering questions a patient may have) lies solely with the healthcare professional
providing direct patient care or pharmacy services. You acknowledge and agree that clinical

Page 12

information and screening functions in the Third Party Licensed Products are intended only
as a limited supplement to, and not replacement for, the professional clinical judgment of a
healthcare professional. you acknowledge and agree that neither Third Party Content
Provider nor Licensor provides medical, pharmaceutical, or other professional advice or
patient services in connection with this Appendix or as part of or as a result of the provision
of the Third Party Licensed Products and have no ability to verify patients’ understanding of
their medications and the effects of such medications. You acknowledge that content from
the Third Party Licensed Products provided to patients: (a) is not a substitute for verbal
medication counseling or physical demonstration of an administration technique by a
healthcare professional, (b) may be confusing to certain patients when not interpreted by a
healthcare professional, and (c) is designed solely to support the verbal information transfer
by healthcare professionals and to serve as a non-comprehensive take home reference
source for patients or caregivers. Accordingly, you, through your Customer Authorized
Users, are required to, and will, independently apply your medical, pharmaceutical, or other
professional knowledge, expertise, and judgment with respect to determining the
correctness, completeness, timeliness, and suitability of the content or function of the Third
Party Licensed Products for each patient for whom you or a Customer Authorized User
provides any services or products and, where applicable and within the discretion of the
healthcare professional, provide each patient with appropriate, individualized verbal
counseling regarding potential relevant health care conditions and the use of, or potential
adverse consequences associated with, a particular drug, drug combination, or course of
therapy. Therefore, as between you, on the one hand, and Third Party Content Provider on
the other hand, you take full responsibility for your and your Customer Authorized Users’
use of the content in, and function of, the Third Party Licensed Products in patient care.
10.

Effect of Termination. Upon expiration or termination of this Appendix for any reason, the
right to use the Third Party Licensed Products granted hereunder terminates. You shall (a)
within 30 days cease all use of the Third Party Licensed Products; (b) take such steps as are
necessary to prohibit further use of the Third Party Licensed Products; and (c) furnish a
written description of the steps taken if so requested by Third Party Content Provider or
Licensor. If so required by law or a regulatory agency, for archival purposes only, you may
retain data from the Third Party Licensed Products if the data was derived in accordance
with this Appendix. Data from the Third Party Licensed Products that have been included in
a patient’s electronic health record prior to termination may be retained in that electronic
health record after termination.

11.

Title. You agree that all right, title, and interest in and to the Third Party Licensed Products
and all information therein, including all copyrights and other intellectual property inherent
therein or appurtenant thereto, are, and at all times shall remain, the sole and exclusive
property of Third Party Content Provider. To the extent that you inadvertently or otherwise
acquire any rights to the Third Party Licensed Products or any portion thereof in a manner
not set forth herein, you agree to execute, and to cause your representatives to execute,
any assignment agreements or other instruments assigning, transferring, and conveying to
Third Party Content Provider all right, title, and interest in and to the Third Party Licensed
Products, including copyrights and other intellectual property.

12.

Disclosure. You shall treat the Third Party Licensed Products as confidential. You shall not
share or disclose the Third Party Licensed Products to any individual or entity other than as
set forth herein. If you receive a request to disclose the Third Party Licensed Products to a

Page 13

third-party, you shall promptly communicate such request to Third Party Content Provider
and Licensor for approval, disapproval, or objection.
13.

No Other Rights. Rights not expressly granted to you herein are reserved to Third Party
Content Provider and/or Licensor as may be the case. Neither you nor your Customer
Authorized Users have any implied rights in, or to use of, the Third Party Licensed Products;
rather, all rights applicable to you and your Customer Authorized Users are expressly set
forth in this Appendix.

14.

Equitable Relief. You agree that money damages would not be a sufficient remedy for any
actual or threatened breach of the provisions of this Appendix by you or any Customer
Authorized User and that, in addition to all other remedies, Third Party Content Provider is
entitled to seek specific performance and injunctive or other equitable relief as a remedy for
any such breach, and you further agree to waive, and to use your best efforts to cause its
directors, officers, employees, and agents to waive, any requirement for the proving of
actual money damages or securing or posting of any bond in connection with such remedy.

15.

DISCLAIMER OF WARRANTIES. THIRD PARTY CONTENT PROVIDER RECEIVES DATA AND
INFORMATION FROM MANY INDEPENDENT SOURCES, INCLUDING DRUG MANUFACTURERS
AND GOVERNMENT AGENCIES. THIRD PARTY CONTENT PROVIDER CANNOT, AND DOES
NOT, INDEPENDENTLY REVIEW, VERIFY, TEST, OR SUBSTANTIATE THE CONTENT FOR
ACCURACY, TIMELINESS, OR COMPLETENESS AND DISCLAIMS ALL RESPONSIBILITY FOR ANY
OMISSIONS OR ERRORS THEREIN AND FOR ANY ADVERSE CONSEQUENCES RESULTING
THEREFROM. IN ADDITION, THE CONTENT MAY NOT NECESSARILY COVER ALL POSSIBLE
USES, DIAGNOSES, TREATMENT OPTIONS, DIRECTIONS, PRECAUTIONS, DRUG
INTERACTIONS, DOSAGE LIMITATIONS, LOCAL PRACTICES, OR ADVERSE EFFECTS APPLICABLE
TO A PARTICULAR HEALTH CONDITION, DRUG OR TREATMENT OR A PARTICULAR PATIENT.
ALTHOUGH THE CONTENT COVERS A WIDE RANGE OF HEALTH CONDITIONS, PRESCRIPTION
AND NON-PRESCRIPTION DRUGS AND TREATMENT OPTIONS, IT DOES NOT INCLUDE ALL
HEALTH CONDITIONS, DRUGS, VACCINES, DEVICES AND DIAGNOSTIC AGENTS.
ACCORDINGLY, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
ABSENCE OF A WARNING FOR A GIVEN HEALTH CONDITION, DRUG OR DRUG
COMBINATION, OR TREATMENT OPTION IS NOT AN INDICATION THAT NO SUCH WARNING
MAY BE RELEVANT TO A PARTICULAR PATIENT. MOREOVER, THE CONTENT THAT MAY BE
PROVIDED TO CUSTOMER OR CUSTOMER AUTHORIZED USERS MAY PROVIDE USEFUL
INFORMATION ABOUT HEALTH CONDITIONS, MEDICATIONS, AND TREATMENT OPTIONS,
BUT THE CONTENT IS LIMITED AND MAY BE CONFUSING TO CERTAIN PATIENTS WHEN NOT
INTERPRETED BY A HEALTHCARE PROFESSIONAL. THE CONTENT IS NOT INTENDED, AND YOU
AGREE NOT TO RELY ON, AND AGREE TO INSTRUCT CUSTOMER AUTHORIZED USERS NOT TO
RELY ON, THE CONTENT AS A SUBSTITUTE FOR THE KNOWLEDGE, EXPERTISE, SKILL, VERBAL
COUNSELING, PHYSICAL DEMONSTRATION OF AN ADMINISTRATION TECHNIQUE, OR
JUDGMENT OF PHARMACISTS, PHYSICIANS, OR OTHER HEALTHCARE PROFESSIONALS IN
PATIENT CARE.
IN LIGHT OF THE FOREGOING, THE THIRD PARTY LICENSED PRODUCTS ARE FURNISHED BY
THIRD PARTY CONTENT PROVIDER “AS IS” AND THIRD PARTY CONTENT PROVIDER, ITS
AFFILIATES, AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES WITH
RESPECT TO THE THIRD PARTY LICENSED PRODUCTS OR ANY SERVICES HEREUNDER AND
DISCLAIM ALL IMPLIED REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE

Page 14

ARISING OUT OF OR RELATED TO THIS APPENDIX, THE THIRD PARTY LICENSED PRODUCTS,
OR RESULTS DERIVED THEREFROM INCLUDING, BUT NOT LIMITED TO, ANY
REPRESENTATIONS AND WARRANTIES (i) REGARDING COMPREHENSIVENESS, SUITABILITY,
AVAILABILITY, COMPATIBILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, AND NON-INFRINGEMENT OF THE THIRD PARTY LICENSED PRODUCTS (IRRESPECTIVE
OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OR ANY WARRANTY THAT
THE CONTENT SATISFIES GOVERNMENT REGULATIONS. NO THIRD PARTY CONTENT
PROVIDER OR LICENSOR EMPLOYEE, CONSULTANT, REPRESENTATIVE OR AGENT IS
AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS THE WARRANTIES OR
LIMITATIONS CONTAINED IN THIS APPENDIX.
16.

LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN THIS APPENDIX TO THE
CONTRARY, IN NO EVENT SHALL THIRD PARTY CONTENT PROVIDER, ITS AFFILIATES OR ITS
LICENSORS, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR
AGENTS, BE LIABLE TO YOU, CUSTOMER AUTHORIZED USERS, YOUR OR THEIR PATIENTS OR
ANY THIRD PARTY WHOSE CLAIM IS RELATED TO THIS APPENDIX OR USE OF THE THIRD
PARTY LICENSED PRODUCTS, UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY,
OR OTHER LEGAL OR EQUITABLE THEORY, FOR: (A) DAMAGES OF ANY KIND ARISING OUT OF
THE USE OF, ACCESS TO, RELIANCE ON, INABILITY TO USE, OR IMPROPER USE OF THE THIRD
PARTY LICENSED PRODUCTS OR (B) FOR ANY CLAIMS, DAMAGES OR COSTS OF ANY NATURE
IN AN AMOUNT EXCEEDING THE LICENSE FEES ATTRIBUTABLE TO THE THRID PARTY
LICENSED PRODUCTS PAID BY YOU TO LICENSOR DURING THE TWELVE (12) MONTHS
PRECEDING THE EARLIEST EVENT GIVING RISE TO SUCH SPECIFIC INSTANCE OF LIABILITY. IN
NO EVENT WILL THIRD PARTY CONTENT PROVIDER, ITS SUBSIDIARIES OR AFFILIATES, OR
ANY OF ITS OR THEIR SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR
AGENTS BE LIABLE TO YOU, CUSTOMER AUTHORIZED USERS, YOUR OR THEIR PATIENTS OR
ANY THIRD PARTY WHOSE CLAIM IS RELATED TO THIS APPENDIX, UNDER ANY THEORY OF
TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR
CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING,
WITHOUT LIMITATION, LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL), REGARDLESS OF
WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY AS WELL AS THE
DISCLAIMERS SET FORTH HEREIN ARE INDEPENDENT OF ANY REMEDIES SET FORTH HEREIN
AND WILL SURVIVE AND APPLY EVEN IF SUCH REMEDIES ARE FOUND TO HAVE FAILED OF
THEIR ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS A
MATERIAL PART OF THE CONSIDERATION PROVIDED BY YOU IN EXCHANGE FOR THE RIGHTS
YOU HAVE BEEN GRANTED HEREUNDER.

17.

Indemnification. You shall defend, indemnify and hold harmless Third Party Content
Provider and its licensors and affiliates and their respective officers, directors, employees,
contractors and agents, from all claims, damages, liabilities, and expenses (including
reasonable attorneys’ fees and court costs) arising out of, connected with, or resulting in
any way from any third party action, claim, or any other assertion of a legal right (including
by a government entity), even if the claim is groundless, fraudulent, or false, in connection
with, resulting from, arising out of, or relating to, your or your Customer Authorized Users’:
(a) use of the Third Party Licensed Products; (b) provision of any content from the Third

Page 15

Party Licensed Products to patients or other third-parties by you or your Customer
Authorized Users; or (c) modification made to the Third Party Licensed Products by you or
your Customer Authorized Users. If you are a governmental entity subject to statutory
limitations that apply to this section, you shall provide the indemnifications to the full extent
permitted by the statutory limitations but not in violation of such limitations. In the event
of an action subject to indemnification hereunder, you shall provide written notice to Third
Party Content Provider in a timely manner after you receive actual notice of the existence of
a claim. You shall have the right, at your expense, to employ counsel reasonably acceptable
to Third Party Content Provider to defend the claim, and to compromise, settle or otherwise
dispose of the claim; provided, however, that no compromise or settlement of any claim
admitting liability of or imposing duties or restrictions upon Third Party Content Provider
may be effected without the prior written consent of Third Party Content Provider. Third
Party Content Provider will cooperate in such action by making available to you, at your
expense, records reasonably necessary for the defense of the claim.

Page 16

Business Associate Agreement
THIS BUSINESS ASSOCIATE AGREEMENT (“Agreement”) is entered into and is
effective as of the same day the End User License Agreement (“EULA”) is agreed to
(“Effective Date”), by and between Amazing Charts, LLC (“Business Associate”)
having a business address of 111 Huntington Ave, Suite 4, Boston, MA 02199 and the
User referenced in the EULA, on behalf of itself and its affiliates, if any (individually and
collectively, “Medical Service Provider”).
WHEREAS, Medical Service Provider is a Covered Entity and Business Associate, as a
provider of electronic health record technology and other services and supplies
pursuant to an Underlying Agreement, may perform certain administrative functions,
services, or activities on behalf of Medical Service Provider involving the use and/or
disclosure of Protected Health Information (“PHI”); and
WHEREAS, Business Associate and Medical Service Provider intend to protect the
privacy and provide for the security of PHI disclosed to Business Associate in
compliance with the Health Insurance Portability and Accountability Act of 1996, Public
Law 104-191, and the regulations promulgated under 45 C.F.R. Parts 160 and 164, as
amended (the “Privacy Rule” and “Security Rule”) (which are collectively referred to
herein as “HIPAA”) and the Health Information Technology for Economic and Clinical
Health Act, Public Law 111-005, and the final regulations promulgated thereunder (the
“HITECH Act”), as amended.
NOW, THEREFORE, in consideration of the mutual agreements, covenants, terms and
conditions herein contained and as a condition precedent to Business Associate
continuing to provide services to Medical Service Provider, Business Associate and
Medical Service Provider hereby agree as follows:
1. Definitions.

Capitalized terms used but not otherwise defined herein shall have
the same meanings as set forth in HIPAA or the HITECH Act, as amended.

2. Obligations of Business Associate.
a. Limitations on Uses and Disclosures of Protected Health Information.
Business Associate shall not and shall ensure that its employees,
contractors, and agents do not use or disclose PHI in any manner that would
constitute a violation of HIPAA, the HITECH Act, or other applicable law or
regulation governing the privacy of PHI. Business Associate may use or
disclose PHI only as permitted under the terms of this Agreement, or a
written services agreement between the parties, and as permitted by HIPAA,
or as required by law.
b. Permitted Uses and Disclosures. Except as otherwise limited in this
Agreement, Business Associate may use PHI to the extent necessary to

Page 17

provide certain administrative functions, services, or activities on behalf of
Medical Service Provider. Business Associate may, in the course of
providing such functions, services, or activities disclose PHI to third parties
such as subcontractors, agents, or other parties to the extent that such
disclosures are necessary or advisable in furtherance of the provision of
administrative services to Medical Service Provider, provided that disclosure
of PHI to, and use of PHI by, such other parties are also subject to Section
2(c)(ii) below. Medical Service Provider shall be responsible for obtaining an
individual’s authorization to the extent that such authorization would be
required prior to a use or disclosure of PHI contemplated by this Agreement.
c. Permitted Uses and Disclosures for Management and Administration of
Business Associate.
i. Permitted Use. Except as otherwise limited in this Agreement,
Business Associate may use PHI for the proper management and
administration of Business Associate or to carry out its legal
responsibilities.
ii. Permitted Disclosures.
Except as otherwise limited in this
Agreement, Business Associate may disclose PHI for the proper
management and administration of Business Associate, provided that
the disclosures are required by law, or Business Associate obtains
reasonable assurances from the person to whom the information is
disclosed that it 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 the person agrees to and notifies
Business Associate of any instances of which it is aware in which the
confidentiality of the information has been breached. Business
Associate shall obtain and maintain a written agreement with each
person to whom information is disclosed pursuant to which such
person agrees to be bound by the same restrictions and conditions
that apply to Business Associate pursuant to this Agreement.
iii. Reporting Violations of Law. Business Associate may use PHI to
report violations of law to appropriate Federal and State authorities,
consistent with 42 C.F.R. § 164.502(j)(1).
iv. De-identified Information. Business Associate may use or disclose
health information, which has been De-identified in accordance with
45 CFR § 164.514, in order to create comparative databases or to
perform statistical analysis and for such other lawful purposes, except
that Business Associate will not disclose such De-indentified health
information in a manner inconsistent with its promises in the EULA.
d. Minimum Necessary Information. Business Associate represents that, to the

Page 18

extent it requests or receives disclosure of PHI from Medical Service
Provider, such request or receipt shall be limited to the Minimum Necessary
PHI required by Business Associate to adequately provide Medical Service
Provider with administrative functions, services, or activities. Business
Associate shall limit, to the extent practicable, its use and disclosure of PHI
to the information contained in the Limited Data Set under HIPAA, or, if
more information is needed, to the Minimum Necessary to accomplish the
intended purpose of such use or disclosure as defined under HIPAA.
e. Safeguards against Misuse of Information. Business Associate shall use
appropriate safeguards to prevent the use or disclosure of PHI other than as
provided for by this Agreement or as otherwise required or permitted by law.
In addition, Business Associate agrees to mitigate, to the extent practicable,
any harmful effect that is known to Business Associate of a use or
disclosure by Business Associate, or its employees, contractors, or agents
in violation of this Agreement.
Business Associate shall implement
Administrative Safeguards, Physical Safeguards, and Technical Safeguards
in accordance with the Security Rule that reasonably and appropriately
protect the confidentiality, integrity and availability of ePHI that Business
Associate creates, receives, maintains or transmits on behalf of Medical
Service Provider and maintain appropriate documentation of such
safeguards. In addition, Business Associate shall ensure that any agent or
subcontractor to whom it provides ePHI agrees, in writing, to implement
reasonable and appropriate safeguards to protect such ePHI.
f. Prohibition on Remuneration.
Business Associate shall not receive
remuneration directly or indirectly in exchange for PHI, except with the prior
written consent of Medical Service Provider and as permitted by the HITECH
Act. Notwithstanding the foregoing, this provision shall not prohibit payment
by Medical Service Provider for the administrative functions, services, or
activities provided by Business Associate.
g. Reporting of Disclosures of PHI. Business Associate shall promptly report
to Medical Service Provider any unauthorized acquisition, access, use, or
disclosure of PHI in violation of HIPAA, the HITECH Act, or other applicable
law, or in violation of the terms of this Agreement. Such report shall be made
without unreasonable delay but in no event later than sixty (60) calendar days
after discovery by Business Associate of such Breach. Each report of a Breach
shall include, to the extent possible, the following information: (i) a description
of the facts pertaining to the Breach, including without limitation, the date of the
Breach and the date of discovery of the Breach, (ii) identification of the
individual whose PHI has been or is reasonably believed by Business
Associate to have been disclosed during the Breach, (iii) a description of the
PHI involved in the Breach, (iv) the names of the unauthorized individuals or
entities to whom PHI has been disclosed, (v) a description of the action taken or
proposed by the Business Associate to mitigate the financial, reputational or

Page 19

other harm to the individual who is the subject of the Breach, and (vi) provide
such other information as Medical Service Provider may reasonably request
including, without limitation, the information, data and documentation required
by Medical Service Provider to timely comply with the HITECH Act.
h. Incident Reports. Business Associate shall notify Medical Service Provider,
in writing, of any security incident within sixty (60) calendar days of
becoming aware of such Security Incident.
i.

Agents and Subcontractors. Business Associate shall ensure that any
agent, subcontractor, or other representative to whom Business Associate
discloses PHI agrees in writing to the same restrictions and conditions that
apply to Business Associate pursuant to this Agreement.

j.

Access to Information. Business Associate shall make PHI maintained by
Business Associate or its agents or subcontractors available to Medical
Service Provider within sixty (60) calendar days of a request by Medical
Service Provider to enable Medical Service Provider to fulfill its obligations
under HIPAA. In the event any individual requests access to PHI directly from
Business Associate, it shall forward such request to Medical Service Provider
within five (5) calendar days. Medical Service Provider shall determine
whether and to what extent access shall be granted or denied and shall notify
the individual requesting access of its decision. Said determination shall be the
sole responsibility of Medical Service Provider. If Business Associate
maintains an Electronic Health Record, Business Associate shall provide such
information in electronic format to enable Medical Service Provider to fulfill its
obligations under the HITECH Act.

k. Judicial and Administrative Proceedings. In the event Business Associate
receives a subpoena, court or administrative order or other discovery
request or mandate for release of PHI, Medical Service Provider shall have
the right to control Business Associate's response to such request.
Business Associate shall notify Medical Service Provider of the request as
soon as reasonably practicable, but in any event within forty-eight (48)
business hours of receipt of such request, unless otherwise prohibited by
law.
l.

Availability of PHI for Amendment. Promptly upon receipt of a request from
Medical Service Provider to amend an individual's PHI or a record regarding
an individual, Business Associate shall either provide such information or
record to Medical Service Provider for amendment and incorporate any such
amendments in the PHI as required by 45 C.F.R. § 164.526 in the possession
or under the control of Business Associate, or make such amendments to said
PHI as may be directed, in writing, by Medical Service Provider. If any
individual requests such amendment of PHI directly from Business Associate or
its agents or subcontractors, Business Associate shall notify Medical Service

Page 20

Provider of the request in writing within ten (10) calendar days.
m. Availability of Internal Practices, Books and Records. Business Associate
agrees to make available to Medical Service Provider its internal practices,
books and records relating to the use and disclosure of PHI received from, or
created or received by Business Associate on behalf of Medical Service
Provider or, at the request of Medical Service Provider, to the Secretary for the
purpose of verifying Business Associate’s compliance with HIPAA and the
HITECH Act. Business Associate agrees to cooperate with any HHS
investigation of a privacy complaint.
n. Documentation of Disclosures. Business Associate agrees to document
disclosures by it and its subcontractors or agents, of PHI and other information
related to such disclosures as would be required for Medical Service Provider
to respond to a request by an individual for an accounting of disclosures of
PHI in accordance with 45 C.F.R. § 164.528. If Business Associate disclosed
PHI through an Electronic Health Record, Business Associate shall document
disclosures by it and its subcontractors or agents of PHI for Treatment,
Payment and Health Care Operations and maintain such information for a
period of three (3) years from the date of the disclosure.
o. Accounting of Disclosures. Withinsixty (60) calendar days of receipt of a
notice from Medical Service Provider of a request for an accounting of
disclosures of PHI, Business Associate and its subcontractors and agents
shall make such information available to Medical Service Provider. If an
individual requests such accounting directly from Business Associate or its
subcontractors or agents, Business Associate shall forward such request to
Medical Service Provider within five (5) calendar days.
3. Obligations of Medical Service Provider.
a. Notice of Privacy Practices. Medical Service Provider agrees to provide
individuals with notice of its privacy practices and obtain acknowledgment of
receipt thereof in compliance with 45 C.F.R. § 164.520. In addition, upon
request Medical Service Provider shall promptly provide Business Associate
with a copy of its privacy practices in accordance with 45 C.F.R. § 164.520,
as well as any modifications thereto.
b. Changes In or Revocation of Permission by Individuals. Medical Service
Provider shall promptly notify Business Associate, in writing, of any changes
in, or revocation of, an individual's permission to use or disclose PHI, if such
changes or revocation affects Business Associate's permitted or required
uses and disclosures.
c. Medical Service Provider’s Agreements to Restrict Use or Disclosure. In the
event Medical Service Provider agrees to restrict the use and/or disclosure of

Page 21

PHI in accordance with 45 C.F.R. § 164.522, it shall promptly notify Business
Associate, in writing, of the nature and extent of said restriction.
d. Permissible Requests by Medical Service Provider.
Medical Service
Provider shall not request Business Associate to use or disclose protected
health information in any manner that would not be permissible under
HIPAA, the HITECH Act, or other applicable law or regulation governing the
privacy of PHI.
e. Consents and Authorizations. Medical Service Provider represents and
warrants that any and all consents, authorizations, or other permissions
required by HIPAA, the HITECH Act, or other applicable law (including state
law) necessary to allow Business Associate to perform the administrative
functions, services, or activities on behalf of Medical Service Provider
consistent with the EULA have been properly secured.
4. Term and Termination.
a. Term. The term of this Agreement shall commence on the Effective Date
and shall terminate in accordance with the terminations provisions of this
Agreement and the EULA.

b. Termination without Cause. Either party may terminate this Agreement upon
reasonable notice to the other party that Business Associate will no longer
provide services to Medical Service Provider that require the use or
disclosure of PHI.
c. Termination for Cause. In compliance with HIPAA, including without
limitation 45 C.F. R § 164.504(e)(2)(iii), Medical Service Provider may
terminate this Agreement upon thirty (30) days advance written notice of
Business Associate’s material breach of this Agreement, provided that no
such termination notice shall be effective if Business Associate cures the
breach within the thirty (30) day notice period.
d. Return of PHI. Upon termination of the Agreement, Business Associate shall
return all PHI or, at Business Associate’s option, destroy all PHI, including all
copies, and provide Medical Service Provider with acceptable written
confirmation of such destruction upon completion. In the event that the
return or destruction of all PHI is not feasible, Business Associate shall notify
Medical Service Provider in writing and such notification shall include: (i) a
statement that Business Associate has determined that it is infeasible to
return or destroy the PHI in its possession and (ii) the specific reasons for
such determination. In such event, Business Associate shall make no further
use or disclosure except for those purposes that make the return or
destruction infeasible, and Business Associate shall continue to be bound by

Page 22

Sections 2 and 5 of this Agreement for as long as it maintains possession or
control of any PHI, or copies thereof.
5. Miscellaneous.
a. Compliance with Existing Law. Business Associate acknowledges and
agrees that, as of the effective dates for such provisions, Business Associate
shall comply with each provision of HIPAA, the HITECH Act, or other
applicable law, that extends a HIPAA requirement to business associates.
The parties shall comply with and take any further action, including
amendment of this Agreement, required to ensure continued compliance with
HIPAA, the HITECH Act, and any other applicable federal or state law as
amended.
b. Indemnification. Business Associate shall indemnify and hold Medical
Service Provider, as well as its officers, trustees, employees, and
agents, harmless from any and all claims, penalties, fines, costs,
liabilities or damages, including but not limited to reasonable
attorney fees, arising out of Business Associate’s violation of any obligations
under this Agreement. Medical Service Provider shall indemnify and hold
Business Associate, as well as its officers, trustees, employees, and
agents, harmless from any and all claims, penalties, fines, costs,
liabilities or damages, including but not limited to reasonable
attorney fees, arising out of Medical Service Provider’s violation of any
obligations under this Agreement.

c. Independent Contractor. This Agreement is not intended to create a joint
venture or partnership and the relationship of the parties is that of
independent contractors.
d. Notices. All notices pursuant to this Agreement must be given in writing and
shall be effective when received if hand-delivered or when sent by overnight
delivery service, facsimile or U.S. Mail to the appropriate address of the
receiving party.
e. Survival. The respective rights and obligations of the parties under this
Agreement shall survive the expiration, cancellation or termination of all
contracts, agreements, or other arrangements or dealings between Business
Associates and Medical Service Provider pursuant to which PHI is disclosed
to or used by Business Associate. Without limiting the generality of the
preceding sentence, Business Associate's obligation to protect the privacy of
PHI shall be continuous and shall survive any such expiration, cancellation
or termination.

Page 23

f. Interpretation. Any ambiguity in this Agreement shall be interpreted to permit
the parties to comply with HIPAA, the HITECH Act and the regulations
thereunder, and other applicable law and regulation. This Agreement shall
be interpreted as broadly as necessary to implement and comply with HIPAA
and the HITECH Act. The parties agree that any ambiguity in this
Agreement shall be resolved in favor of a meaning that complies with and is
consistent with HIPAA and the HITECH Act. The parties agree that
individuals who are the subject of PHI are not third-party beneficiaries of this
Agreement.
g. Prior Agreements. In the event any provision of this Agreement is
inconsistent with the terms of any other agreement between Medical Service
Provider and Business Associate, the terms of this Agreement shall cancel
and supersede the inconsistent terms of such other agreement and such
other agreement shall be considered to have been amended by the terms of
this Agreement.
h. Severability. In the event that any provision of this Agreement violates any
applicable statute, regulation or rule of law in any jurisdiction that governs
this Agreement, such provision shall be ineffective to the extent of such
violation without invalidating any other provision of this Agreement.
i.

Parties. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

j.

No Third Party Beneficiary. Nothing express or implied in this Agreement is
intended to confer, nor shall anything herein confer, upon any person other
than the parties, any rights, remedies, obligations, or liabilities whatsoever.

AMAZING CHARTS, LLC

MEDICAL SERVICE PROVIDER
_____________________________

By:

By:

Print Name: David Sirois

Print Name:

Print Title: Vice President of Finance Print Title:

5479917

