PsychNow

Provider login

Patient login

Home

Who we are

Contact

Provider login

Patient login

Business Associate Agreement

THIS BUSINESS ASSOCIATE AGREEMENT (this “Agreement”), effective as of the date accepted below (the “Effective Date”), is entered into by and between you (“Covered Entity”) and PSYCHNOW, INC. (“Business Associate”), to implement and comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), 42 U.S.C. 201 et seq. (42 U.S.C. 1320d-2) and the Health Information for Economic and Clinical Health Act (the “HITECH Act”), Pub. L. No. 111-5 and their corresponding regulations, 45 C.F.R. Parts 160, 162 and 164 – as they may be amended or modified from time to time (collectively, with HIPAA and the HITECH ACT, the “HIPAA Rules”). This Agreement, which supersedes any previous business associate agreement between the parties, amends, supplements, and is made a part of the website Terms of Use, as the same may be amended from time to time.

These TERMS AND CONDITIONS OF USE (“Terms of Use” or “Agreement”) govern healthcare providers’ (“Providers,” “You,” or “Your”) access and use of the PsychNow, Inc. (“PsychNow”) Website, subdomains, and mobile software application (collectively, the “Website/App”), as well as those healthcare services by Providers provided on, through, or in relation to the Website/App (Providers’ “Healthcare Services”) for Providers’ patients (“Patients”).

These Terms of Use are made and entered into by and between you and PsychNow. You and PsychNow are sometimes referred to herein each as a “Party” and together as the “Parties.” The terms “you” and “your” means you, your dependents, if any, and any other person accessing your User Account.

By (a) using the Website/App/App as a Provider or registering as a Provider on the Website/App/App or (b) clicking on a button or link indicating your acceptance thereof, and/or signing this Agreement, you understand and hereby agree to the terms of the Agreement. You also confirm that you have the designated authority to act on behalf of Provider. PsychNow reserves the right to change or modify these terms at any time and in our sole discretion. If PsychNow makes changes to these terms, we will provide you with notice of such changes, such as by sending an email, posting a notice on our Website/App or updating the date at the top of the Agreement. Your continued use of the Website/App or our services will confirm your acceptance of the revised terms.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, the Parties hereby agree as follows:

Definitions

Definitions

Definitions

1.1 Catch-all definition:

The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules, regardless of whether such terms are capitalized herein: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.

1.2 Specific definitions:

(a) Business Associate. ”Business Associate” shall generally have the same meaning as the term “Business Associate” at 45 CFR 160.103, and in reference to the party to this Agreement, shall be as defined herein.

(b) Covered Entity. ”Covered Entity” shall generally have the same meaning as the term “Covered Entity” at 45 CFR 160.103, and in reference to the party to this Agreement, shall be as defined herein.

Obligations and Activities of Business Associate

Obligations and Activities of Business Associate

Obligations and Activities of Business Associate

2.1 Business Associate shall:

(a) Not use or disclose protected health information other than as permitted or required by the Agreement or as required by law;

(b) Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of protected health information other than as provided for by the Agreement;

(c) Within ten (10) days of discovery, report to Covered Entity any use or disclosure of protected health information not provided for by the Agreement of which it becomes aware, including breaches of unsecured protected health information as required at 45 CFR 164.410, and any security incident of which it becomes aware;

(d) In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit protected health information on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information;

(e) Make available protected health information in a designated record set to Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.524 within ten (10) days of any such request;

(f) Make any amendment(s) to protected health information in a designated record set within ten (10) days as directed or agreed to by the Covered Entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.526;

(g) Maintain and make available the information required to provide an accounting of disclosures to the Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.528 within ten (10) days of any such request;

(h) To the extent Business Associate is to carry out one or more of Covered Entity’s obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s); and

(i) Make its internal practices, books, and records available to the Covered Entity and/or the Secretary for purposes of determining compliance with the HIPAA Rules.

(a) Not use or disclose protected health information other than as permitted or required by the Agreement or as required by law;

(i) Make its internal practices, books, and records available to the Covered Entity and/or the Secretary for purposes of determining compliance with the HIPAA Rules.

(a) Not use or disclose protected health information other than as permitted or required by the Agreement or as required by law;

(i) Make its internal practices, books, and records available to the Covered Entity and/or the Secretary for purposes of determining compliance with the HIPAA Rules.

Permited Uses and Disclosure by Business Associate

Permited Uses and Disclosure by Business Associate

Permited Uses and Disclosure by Business Associate

(a) Business Associate may only use or disclose protected health information as necessary to perform the services set forth in the agreement for services entered into between the parties (“Underlying Agreement”).

(b) Business Associate may use or disclose protected health information as required by law.

(c) Business Associate shall make uses and disclosures and requests for protected health information consistent with Covered Entity’s minimum necessary policies and procedures.

(d) Business Associate may not use or disclose protected health information in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity, except for the specific uses and disclosures set forth in this Agreement.

(e) Business Associate may use protected health information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.

(f) Business Associate may provide data aggregation services relating to the health care operations of the Covered Entity.

Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions

Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions

Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions

(a) Covered Entity shall notify Business Associate of any limitation(s) in the notice of privacy practices of Covered Entity under 45 CFR 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of protected health information.

(b) Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an individual to use or disclose his or her protected health information, to the extent that such changes may affect Business Associate’s use or disclosure of protected health information.

(c) Covered Entity shall notify Business Associate of any restriction on the use or disclosure of protected health information that Covered Entity has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of protected health information.

Permissible Requests by Covered Entity

Permissible Requests by Covered Entity

Permissible Requests by Covered Entity

Covered Entity shall not request Business Associate to use or disclose protected health information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Covered Entity, except if the Business Associate will use or disclose protected health information for, and the agreement includes provisions for, data aggregation or management and administration and legal responsibilities of the Business Associate.

Term and termination

Term and termination

Term and termination

(a) Term. The Term of this Agreement shall be effective as of the Effective Date, and shall terminate when all protected health information is no longer in the possession of Business Associate or on the date this Agreement terminates for cause as authorized in paragraph (b) of this Section, whichever is sooner.

(b) Termination for Cause. Either party may terminate this Agreement if a party determines the other party has violated a material term of the Agreement and the breaching party has not cured the breach or ended the violation within the time period agreed upon between the parties.

(c) Obligations of Business Associate Upon Termination. Upon termination of this Agreement for any reason, Business Associate, with respect to protected health information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall:

(i) Retain only that protected health information which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities;

(ii) Destroy the remaining protected health information that the Business Associate still maintains in any form;

(iii) Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information to prevent use or disclosure of the protected health information, other than as provided for in this Section, for as long as Business Associate retains the protected health information;

(iv) Not use or disclose the protected health information retained by Business Associate other than for the purposes for which such protected health information was retained and subject to the same conditions set out at Section 3 which applied prior to termination; and

(v) Destroy the protected health information retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities.

(d) Survival. The obligations of Business Associate under this Section shall survive the termination of this Agreement.

Idemnification

Idemnification

Idemnification

Each party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other party and the other party’s affiliates (the “Indemnified Parties”), from and against any and all loss, expense, damage or injury (including, without limitation, all costs and reasonable attorneys’ fees) that the Indemnified Parties may sustain as a result of, or arising out of (a) any unauthorized use, disclosure or breach of protected health information by the Indemnifying Party or its agents or subcontractors; and (b) any negligence or wrongful acts or omissions by the Indemnifying Party or its agents or subcontractors, including, without limitation, failure to perform its obligations under the HIPAA Rules.

Notwithstanding the foregoing, nothing in this Section 7 shall limit any rights any of the Indemnified Parties may have to additional remedies under the Underlying Agreement or under applicable law for any acts or omissions of the Indemnifying Party or its agents or subcontractors.

Miscellaneous

Miscellaneous

Miscellaneous

(a) Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended.

(b) Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law.

(d) Governing Law. Except to the extent preempted by federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.

(e) Counterparts. This Agreement may be executed in multiple counterparts, by facsimile, .pdf or otherwise, each of which shall be an original, but all of which together shall constitute one and the same instrument.