|
This Sharecare Health Data Services (SHDS) ROI Request Form (the “Form”) is operated by SHDS. This Form is
offered to you conditioned on your acceptance of the terms, conditions, and notices contained herein without
modification. These terms (the “Agreement”) relate to the use of the SHDS ROI Request Form only. As used herein,
“you/You/your” shall include the requestor as well as the company, employer, agents and affiliates thereof, as well as
clients represented thereby. You agree that you will not use the Form for any purpose that is unlawful or prohibited by these terms, conditions, and
notices. You may not use the Form in any manner which could damage, disable, overburden, or impair this Form or the
website it is on or interfere with any other party's use and enjoyment of the Form. You may not obtain or attempt to
obtain any materials or information through any means not intentionally made available or provided for through the
Form. SHDS reserves the right to alter this Form and remove any materials, information or files in its sole discretion.
SHDS reserves the right to terminate your access to any or all of the Form at any time without notice for any reason
whatsoever. SHDS reserves the right at all times to disclose any information as necessary to satisfy any applicable law,
regulation, legal process or governmental request, or to edit, refuse to post or to remove any materials, information or
files, in whole or in part, in SHDSs sole discretion. In using this Form, you are requesting copies of medical records from a health care facility serviced by SHDS. You
acknowledge that this Form does not constitute a “patient portal” and that there will be manual effort in SHDSs retrieval
of the records on behalf of its clients and delivery of the records to you. You agree to pay any costs applicable to your
request, after which SHDS will fulfill your authorized request. You will submit document requests that comply with the
provisions of the Health Insurance Portability and Accountability Act (“HIPAA”) and any other applicable state and
federal law. You further agree to only submit requests that possess signed authorizations or directives as required under
HIPAA provisions and meet all state and federal requirements. By submitting a request through the Form, you represent
and warrant that you have received all appropriate permissions and authorizations required by applicable law to access
the health information of the individual whose records you are requesting. You agree not to submit subpoenas through this Form, and acknowledge that any subpoena submitted through this
Form will not be deemed received by, or served upon, SHDS or its clients. In order to submit your requests for medical records, you may be required to have certain hardware and software, which
are your sole responsibility. SHDS does not guarantee, represent or warrant that your uploading of requests by
electronic transmission with be uninterrupted, error-free, or free from loss, corruption, attack, viruses, interference,
hacking or other security intrusion and SHDS disclaims any liability for such issues. You agree to abide by all federal and state privacy and security laws in uploading the requests electronically. In that
regard, should SHDS inadvertently provide you with any records that were not part of your records request, you agree to
contact SHDS immediately and to delete any and all copies of the information inadvertently disclosed without any further
dissemination. By using this Form, you agree to defend, indemnify and hold SHDS, its officers, directors, employees,
affiliates, agents, contractors, clients and licensors (“Affiliates”) harmless with respect to any claims arising out of your
upload of the request, including but not limited to claims regarding your access to the requested records with patient
permissions and authorizations required by applicable law. You further agree not to, nor permit another party to: (a) publish, post, submit, upload or otherwise transmit data that
contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that
are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal
information or property of another; or (b) use or permit the use of any tools in order to probe, scan or attempt to
penetrate or benchmark the Form or the website it is on. You agree that SHDS and its Affiliates liability with respect to the Form and delivery of records requested through the
Form, including but not limited to associated billing and collection, whether based on an action or claim in contract,
equity, negligence, tort, or otherwise for all events, acts, or omissions under this Agreement shall not exceed the fees
paid or payable for the records you have requested in the instance giving rise to such liability. IN NO EVENT WILL
SHDS OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY,
PUNITIVE, OR OTHER INDIRECT DAMAGES, REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING EXCULPATION OF
LIABILITY SHALL NOT APPLY WITH RESPECT TO DAMAGES ARISING FROM A SHDSS GROSS NEGLIGENCE
OR WILFULL MISCONDUCT. Should any dispute, claim or cause of action arise between you, your principals, your agents or SHDS, then you agree
to attend mediation in Atlanta, Fulton County, Georgia. You further agree to engage in the mediation in good faith and
that the mediation shall be a pre-requisite toward pursing any action for arbitration or litigation as set forth in this
Agreement. Should any dispute, claim or cause of action not be settled in the mandatory mediation set forth in this
Agreement, then you, your principals, your agents and SHDS all agree to arbitrate the dispute, claim or cause of action.
You, your principals, your agents and SHDS agree to resolve any dispute, claim or cause of action through final and
binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below. The American Arbitration
Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary
Procedures for Consumer Related Disputes. The arbitration will be held in Atlanta, Fulton County, Georgia. The AAA
rules will govern payment of all arbitration fees and attorneys' fees. You and SHDS may only resolve disputes with us on
an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative
action. Should you not proceed with arbitration and elect to file a lawsuit, you acknowledge that the obligation to mediate
and arbitrate are conditions precedent to the filing of any lawsuit under this Agreement which would subject your claims
to dismissal. You hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by
jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement shall be construed under and governed by the laws of the State of Georgia, USA, excluding its conflict-
of-laws principles. The parties agree to bring any legal proceedings arising under this Agreement in a state or federal
court of competent jurisdiction within the State of Georgia, USA, excluding its conflict-of-laws principles. YOU, YOUR
COMPANY, YOUR EMPLOYER, YOUR AGENTS AND/OR ANYONE YOU REPRESENT, EXPRESSLY CONSENT TO
PERSONAL JURISDICTION IN ATLANTA, FULTON COUNTY, GEORGIA. This Agreement constitutes the entire Agreement between you and SHDS. This Agreement cannot be assigned by you
without the prior express written consent of SHDS. SHDS, including any of its parents, subsidiaries, agents, officers or
directors, can assign its interest in this Agreement at any time without notice. This Agreement governs your relationship
with SHDS and its Affiliates, as well as the relationship of anyone whom you represent or serve as an agent for and
SHDS and its Affiliates. Should any term or condition in this Agreement be found by a court of competent jurisdiction to
be unenforceable, the unenforceable provision shall be severed from this Agreement and the remainder of this
Agreement shall remain binding. SHDS may cancel this Agreement at any time and for any reason. By agreeing to
these terms and conditions, you agree to accept these terms on behalf of yourself as well as any company or individual
you serve as an agent for regarding the requested records. |