IN THE EVENT OF A MEDICAL EMERGENCY, CALL 911. DO NOT DISREGARD OR DELAY SEEKING MEDICAL ADVICE BECAUSE OF CONTENT YOU HAVE READ ON THIS WEBSITE OR ADVICE OBTAINED THROUGH THIS WEBSITE. THIS WEBSITE DOES NOT CONTAIN MEDICAL ADVICE AND WE DO NOT MONITOR THIS WEBSITE OR COMMUNICATIONS FROM THIS WEBSITE FOR MEDICAL DIAGNOSTIC OR EMERGENCY HEALTH CARE PURPOSES.
Should you choose to sign up for Quartet Health, or set up an account for online employment applications or register for events, your use of such web pages and services provided in such online forums may be subject to additional terms.
If you are not 18 years of age, you are not permitted to use this Website and must exit now.
The Content that you obtain or receive from Quartet, and its employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Site is for informational and scheduling purposes only.
THE CONTENT, WHETHER SUCH CONTENT IS PROVIDED BY OR THROUGH THE USE OF THE SITE OR THROUGH ANY OTHER COMMUNICATIONS FROM QUARTET, IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTHCARE PROVIDER BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE SITE. DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, IMMEDIATELY CALL 911 AND A HEALTH CARE PROFESSIONAL. YOUR USE OF THE CONTENT IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SITE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL CARE.
Although Quartet Health attempts to ensure the integrity and accuracy of the content on the Website, it makes no guarantees whatsoever as to the correctness or accuracy of such content. It is possible that the Website and its content could include inaccuracies or errors, and third parties could make unauthorized additions, deletions and alterations to the Website. In the event you become aware of an inaccuracy, please inform Quartet Health so that it can be corrected.
QUARTET DOES NOT MAKE ANY WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF THE WEBSITE OR ANY CONTENT OR INFORMATION CONTAINED WITHIN IT.
The Website content may contain health or medical related materials that you find sexually explicit or otherwise offensive. Quartet Health accepts no responsibility for such materials. Use of the Website is at your own risk.
Website content may be changed or updated without notice. Quartet reserves the right to modify Website content without any obligation to notify past, current or prospective Website users.
Some services may not be available in certain areas. Quartet Health makes no representations that the materials on this Website are appropriate or available for use in other states or other countries besides the United States. Those who do access this Website from other states or countries are solely responsible for compliance with the laws of such state or country.
You are responsible for the accuracy of information that you submit to us via this Website. We have no obligation or liability for any information that is not accurate.
You may not download, reproduce or otherwise distribute any materials on this Website without our prior express written consent and/or the consent of any third party copyright owner.
The Website and its content is the property of Quartet Health, its affiliates or its third party sources and vendors. The Website and its content are protected by federal and international copyright and trademark laws. The distinctive and original layout and presentation of the Website also constitutes protectable trade dress under applicable federal law. "Quartet" and the logo are service marks of Quartet Health. All other trademarks, service marks and logos used on this Website are the trademarks, service marks or logos of their respective owners. Any unauthorized use of any trade dress, marks, or any other intellectual property belonging to Quartet Health or any third party is strictly prohibited, and may be prosecuted to the fullest extent of the law.
QUARTET HEALTH CANNOT AND DOES NOT WARRANT AGAINST HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA. QUARTET HEALTH CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT THIS WEBSITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER MALICIOUS CODE. QUARTET HEALTH DOES NOT WARRANT OR GUARANTEE THAT THE FUNCTIONS OR SERVICES PERFORMED IN THE WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE WEBSITE WILL BE CORRECTED.
THIS WEBSITE IS PROVIDED "AS IS," WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, AND QUARTET HEALTH DISCLAIMS ALL SUCH WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT AND ALL WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE.
QUARTET HEALTH MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM USE OF THIS WEBSITE, OR USE OF MATERIAL, INFORMATION OR DATA DOWNLOADED OR OTHERWISE OBTAINED FROM THIS WEBSITE, OR REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THIS WEBSITE. QUARTET HEALTH DOES NOT HAVE ANY RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY OR FAILURE TO STORE ANY USER COMMUNICATION.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR ACCESS OR USE OF THE INTERNET AND THIS WEBSITE. You acknowledge and agree (1) that your use of this Website and any material, information or data downloaded or otherwise obtained through the use of this Website is at your own discretion and risk, and (2) that you are solely responsible for any damage to your computer system for loss of data that results from the download of such material, information or data, and for any other form of damage that may be incurred.
No advice or information, whether oral or written, obtained by you from Quartet Health or in any other manner from this Website creates any warranty.
NEITHER QUARTET HEALTH, ITS AFFILIATES, NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS ARE RESPONSIBLE OR LIABLE TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR ACCESS OR USE OF THE WEBSITE OR ANY OF ITS CONTENT OR SERVICES.
FURTHERMORE, NEITHER QUARTET HEALTH, ITS AFFILIATES, NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS ARE OR WILL BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES OF ANY KIND ARISING OUT OF OR RELATING IN ANY WAY TO THE WEBSITE AND/OR ANY CONTENT ON THE WEBSITE, WHETHER SUCH DAMAGES ARE BASED IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF QUARTET HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR ANY DAMAGE RESULTING FROM THE SITE IS TO STOP USING THE SITE, EVEN IF SUCH REMEDY SHOULD FAIL OF ITS ESSENTIAL PURPOSE.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
Carefully choose, use, and save your passwords for any private access portion of this website, such as Quartet Health or the online employment application portal. Quartet Health has no control over use of passwords, and cannot tell whether someone else is accessing the Website under your password. As a result you are solely responsible for any use of your password or other login information by you or any third party and Quartet Health has no responsibility or liability for any such use.
Quartet Health has no liability for any third party website that you may access through this Website. When you access a third party website, please understand that it is independent from Quartet Health, and that Quartet Health has no control over the Website or its content.
In addition, Quartet Health does not endorse any third party whose Website may be linked from this Website. Quartet Health does not and cannot ensure that the propriety, security or accuracy of any third party website and we encourage you to review the posted policies of any website that you visit.
This Website is not targeted to users in any particular locality, nor is it intended to constitute the doing of business in any jurisdiction, nor to be a solicitation of business anywhere on behalf of Quartet Health or any of its affiliated entities, nor to constitute any contacts with any jurisdiction outside the state of New York.
Any cause of action or claim you have regarding the Website or the Quartet Health service must be commenced within one year after the claim or cause of action arises or the claim or cause of action is barred.
Notice may be given to you as a user of this site by posting information to this site.
Notice may be given to Quartet Health only by delivery to Quartet Health, Inc., 205 East 42 nd Street, New York, NY 10017.
2.1 Personal Information
Some of the Services require us to know who you are so that we can best meet your needs. When you access these Services, we may ask you to voluntarily provide us certain information that personally identifies (or could be used to personally identify) you (“Personal Information”). Personal Information includes some of the following categories of information: (1) contact data (such as your email address and phone number); (2) demographic data (such as your gender, your date of birth and your zip code); (3) insurance data (such as your insurance carrier, insurance plan, member ID, group ID and payer ID); (4) medical data (such as the doctors or other health care providers (“Healthcare Providers”) you have visited, your reasons for visit, your dates of visit, your medical history, and other medical and health information you choose to share with us), and (5) other information that you voluntarily choose to provide to us, including without limitation SSN, unique identifiers such as passwords, and Personal Information in emails or letters that you send to us. You may still access and use some of the Services if you choose not to provide us with any Personal Information, but the features of the Services that require your Personal Information will not be accessible to you.
2.2 Traffic Data
We also may automatically collect certain data when you use the Services, such as (1) IP address; (2) domain server; (3) type of device(s) used to access the Services; (4) web browser(s) used to access the Services; (5) referring webpage or other source through which you accessed the Services; (6) geolocation information; and (7) other statistics and information associated with the interaction between your browser or device and the Services (collectively “Traffic Data”). Depending on applicable law, some Traffic Data may be Personal Information.
We may also collect additional information, which may be Personal Information, as otherwise described to you at the point of collection or pursuant to your consent and share this information with our business partners for the sole purpose of providing the Services to you.
We collect information, including Personal Information and Traffic Data, when you use and interact with the Services, such as:
When you use the Services’ interactive tools and services, such as searching for Healthcare Providers, searching for available appointments with Healthcare Providers and completing medical history forms ("Medical History Forms") prior to Healthcare Provider appointments;
When you voluntarily provide information in freeform text boxes through the Services and through responses to surveys, questionnaires and the like;
If you download and install certain applications and software we make available, we may receive and collect information transmitted from your computing device for the purpose of providing you the relevant Services, such as information that lets Quartet know when you are logged on and available to receive update or alert notices;
Through cookies, web beacons, website analytics services and other tracking technology (collectively, “Tracking Tools”), as described below; and
When you use the “Contact Us” function on the Site, send us an email or otherwise contact us.
We also may collect information about you from third party sources.
4.1. Tracking Tools.
The Tracking Tools that we may use and how we may use them include:
For more information on cookies, visit http://www.allaboutcookies.org.
Web Beacons: “Web Beacons” (a.k.a. clear GIFs or pixel tags) are tiny graphic image files imbedded in a web page or email that may be used to collect anonymous information about your use of our Services, the websites of selected advertisers and the emails, special promotions or newsletters that we send you. The information collected by Web Beacons allows us to monitor how many people are using the Services, using the selected advertisers' websites or opening our emails, and for what purpose, and also allows us to enhance our interestbased advertising.
Website Analytics: We may use thirdparty website analytics services in connection with the Services, including, for example, to record mouse clicks, mouse movements, scrolling activity and text that you type into the Site. These website analytics services generally do not collect Personal Information unless you voluntarily provide it and generally do not track your browsing habits across websites which do not use their services. We use the information collected from these services to help make the Services easier to use and as otherwise set forth in Section 6 (Use of Information).
4.2. How Quartet Responds to Browser “Do Not Track” Signals.
Some web browsers (including Safari, Internet Explorer, Firefox and Chrome) incorporate a “Do Not Track” (DNT) or similar feature that signals to websites that a visitor does not want to have his/her online activity and behavior tracked. If a website operator elects to respond to a particular DNT signal, the website operator may refrain from collecting certain Personal Information about the browser’s user. Not all browsers offer a DNT option and there is currently no industry consensus as to what constitutes a DNT signal. For these reasons, many website operators, including Quartet, do not take action to respond to DNT signals. For more information about DNT signals, visit http://allaboutdnt.com.
4.3. Options for Opting out of Cookies.
Some web browsers (including some mobile web browsers) allow you to reject Cookies or to alert you when a Cookie is placed on your computer, tablet or mobile device. You may be able to reject mobile device identifiers by activating the appropriate setting on your mobile device. Although you are not required to accept Quartet’s Cookies or mobile device identifiers, if you block or reject them, you may not have access to all features available through the Services.
You may opt out of receiving certain Cookies and certain trackers by visiting the Network Advertising Initiative (NAI) opt out page or the Digital Advertising Alliance (DAA) consumer optout page. When you use these optout features, an “optout” Cookie will be placed on your computer or tablet indicating that you do not want to receive interestbased advertising from NAI or DAA member companies. If you delete Cookies on your computer or tablet, you may need to opt out again. For information about how to opt out of interestbased advertising on mobile device identifiers, please visithttp://www.applicationprivacy.org/expressingyourbehavioraladvertisingchoiceson amobiledevice. Please note that opting out of interestbased advertising does not mean you will no longer see Quartet’s advertisements; rather, opting out means that the advertisements that you do see are not interestbased advertisements. Also, opting out does not mean that Quartet is no longer using Tracking Tools Quartet still may collect information about your use of the Services even after you have opted out of interest based advertisements.
The Services are not intended for use by children and children are prohibited from using the Services. Quartet does not knowingly collect any information from children, nor are the Services directed to children.
By accessing, using and/or submitting information to or through the Services, you represent that you are not younger than age 13. If we learn that we have received any information directly from a child under age 13 without his/her parent’s written consent, we will use that information only to respond directly to that child (or his/her parent or legal guardian) to inform the child that he/she cannot use the Services and subsequently we will delete that information.
If you are between age thirteen (13) and the age of majority in your place of residence, you may use the Services only with the consent of or under the supervision of your parent or legal guardian. If you are a parent or legal guardian of a minor child, you may, in compliance with the Agreement, use the Services on behalf of such minor child. Any information that you provide us while using the Services on behalf of your minor child will be treated as Personal Information as otherwise provided herein.
We use your information, including Personal Information, to provide the Services to you and to help improve them, including to:
provide you with the products, services and information you request and respond to correspondence that we receive from you;
provide, maintain, administer or expand the Services, perform business analyses, or for other internal purposes to support, improve or enhance our business, the Services, and other products and services we offer;
notify you about certain resources or Healthcare Providers we think you may be interested in learning more;
send you information about Quartet or our products or Services;
contact you when necessary or requested by phone, email or text message, including to remind you of an upcoming appointment;
customize and tailor your experience of the Services;
send emails and other communications that display content that we think will interest you and according to your preferences;
use statistical information that we collect in any way permitted by law, including from third parties in connection with their commercial and marketing efforts; and
prevent, detect and investigate security breaches and potentially illegal or prohibited activities.
We may use information that is neither Personal Information nor PHI (including nonPHI Personal Information that has been deidentified and/or aggregated) for any reason at our sole discretion.
We may disclose certain information that we collect from you:
We may share your Personal Information with Healthcare Providers with which you choose to schedule through the Services. For example, if you elect to complete a Medical History Form using the Services in advance of an appointment, we may share your Medical History Form with your Healthcare Providers. You also may choose to store but not share with Quartet your Medical History Form.
We may share your Personal Information with your Healthcare Providers to enable them to refer you to and make appointments with other Healthcare Providers on your behalf or to perform analyses on potential health issues or treatments, provided that you choose to use the applicable Services.
We may share your Personal Information with Healthcare Providers in the event of an emergency.
We may also share your Personal Information with organizations that collect, aggregate and organize your information so they can make it more easily accessible to your Healthcare Providers.
We may share your email address with our business partners to enable them to help Quartet customize our advertising, e.g., to enable us to contact you on non Quartet websites. We do not sell email addresses to third parties.
We may share your Personal Information and Traffic Data with our business partners who perform core services (such as hosting, billing, fulfillment, data storage or security) related to our operation of the Services and/or by making certain features available to our users.
We may share with the insurance provider you identify to us (via our business partners) your insurancerelated Personal Information for the purposes of determining eligibility and costsharing obligations, and otherwise obtaining benefit plan information.
We may share your Personal Information and Traffic Data with our business partners who perform the Website analytics set forth in Section 4.1 (Tracking Tools).
We may transfer information about you, including your Personal Information, to another company in connection with a merger, sale, acquisition or other change of ownership or control by or of Quartet (whether in whole or in part). When one of these events occurs, we will use reasonable efforts to notify you before your information becomes subject to different privacy and security policies and practices.
We also may need to disclose your Personal Information or any other information we collect about you if we determine in good faith that such disclosure is needed to: (1) comply with applicable law, regulation, court order or other legal process; (2) protect the rights, property or safety of Quartet or another party; (3) enforce the Agreement or other agreements with you; or (4) respond to claims that any posting or other content violates thirdparty rights.
We may disclose information that is neither Personal Information nor PHI (including non PHI Personal Information that has been deidentified and/or aggregated) for any reason at our sole discretion.
We store and process your information on our servers in the United States. We may store all information indefinitely.
Any information that you may reveal in a review posting or online discussion or forum is intentionally open to the public and is not in any way private. We recommend that you carefully consider whether to disclose any Personal Information in any public posting or forum. What you have written may be seen and/or collected by third parties and may be used by others in ways we are unable to control or predict.
The security of your Personal Information is important to us. We endeavor to follow generally accepted industry standards to protect the Personal Information submitted to us, both during transmission and in storage. For example, when you enter sensitive information on our Site, we encrypt that information using secure socket layer technology.
If you are a registered user of the Services, you can modify some of the Personal Information you have included in your profile or change your username by logging in and accessing your account. If you wish to close your account, please email us at email@example.com. Quartet will delete your account and the information in your account as soon as reasonably possible. Please note, however, that Quartet reserves the right to retain information from closed accounts, including to comply with law, prevent fraud, resolve disputes, enforce the Agreement and take other actions permitted by law.
You must promptly notify us if any of your account data is lost, stolen or used without
Quartet Health, Inc.
114 West 41st Street, Fourth floor
New York, NY 10036
Quartet Health offers services, such as helping you to find and learn about nearby healthcare providers, arranging appointments with the healthcare provider(s) of your choice (each, "Your Healthcare Provider") and forwarding your health-related information to share with Your Healthcare Providers ("Quartet Services"). As part of providing the Quartet Services, Quartet may collect, use, share, and exchange your health history forms and other health-related information with Your Healthcare Providers. Under a federal law called the Health Insurance Portability and Accountability Act ("HIPAA"), some of this health and health-related information may be considered "protected health information" or "PHI" if such information is received from or on behalf of Your Healthcare Providers.
HIPAA protects the privacy and security of your PHI by limiting the uses and disclosures of PHI by most healthcare providers and by health plans (called "Covered Entities") as well as companies, like Quartet, that provide certain types of assistance to Covered Entities (called "Business Associates"). Under certain circumstances described in HIPAA, an individual needs to sign an Authorization form before a Covered Entity, like Your Healthcare Provider(s), can disclose protected health information to a third party.
The purpose of this Quartet Health Authorization ("Authorization") is to request your written permission to allow Quartet to use and disclose your PHI in the same way as we use and disclose your Non-PHI. If Quartet is a Business Associate of Your Healthcare Providers, then Quartet needs your Authorization to be able to use and disclose your PHI in the same way it can currently use and disclose your Non-PHI when Quartet is not working on behalf of Your Healthcare Providers, but is instead working on its own behalf. Therefore, when Quartet relies on this Authorization, and uses and discloses PHI as described in this Authorization, it is not working as a Business Associate and the HIPAA requirements that apply to Business Associates will not apply to such uses and disclosures.
If you e-sign this Authorization, you give your permission to Quartet to retain your PHI and to use and/or disclose your PHI in the same way that you have agreed that your Non-PHI can be used and disclosed.
Specifically, you agree that Quartet can use your PHI to: enable and customize your use of the Quartet Health Services; provide you alerts or other Quartet Health Services regarding future appointments; notify you regarding providers we think you may be interested in learning more about; share information with you regarding services, products or resources about which we think you may be interested in learning more; provide you with updates and information about the Quartet Health Services; market to you about Quartet and third party products and services; conduct analysis for Quartet's business purposes; support development of the Quartet Health Services; and create de-identified information and then use and disclose this information in any way permitted by law, including to third parties in connection with their commercial and marketing efforts. You also agree that Quartet can disclose your PHI to: third parties assisting Quartet with any of the uses described above; Your Healthcare Providers to enable them to refer you to, and make appointments with, other providers on your behalf, or to perform an analysis on potential health issues or treatments, provided that you choose to use the applicable Quartet Health Service; a third party as part of a potential merger, sale or acquisition of Quartet; our business partners who assist us by performing core services (such as hosting, billing, fulfillment, or data storage and security) related to the operation or provision of our services, even when Quartet is no longer working on behalf of Your Healthcare Providers; a provider of medical services, in the event of an emergency; and organizations that collect, aggregate and organize your information so they can make it more easily accessible to your providers.
If Quartet discloses your PHI, Quartet will require that the person or entity receiving your PHI agrees to only use and disclose your PHI to carry out its specific business obligations to Quartet or for the permitted purpose of the disclosure (as described above).
Quartet cannot, however, guarantee that any such person or entity to which Quartet discloses your PHI or other information will not re-disclose it in ways that you or we did not intend or permit.
Your Authorization remains in effect until you provide written notice of revocation to Quartet.
YOU CAN CHANGE YOUR MIND AND REVOKE THIS AUTHORIZATION AT ANY TIME AND FOR ANY (OR NO) REASON.
If you wish to revoke this Authorization, you must notify Quartet by submitting a revocation through via email to firstname.lastname@example.org. Your decision not to execute this Authorization or to revoke it at any time will not affect your ability to use certain of the Quartet Health Services. A Revocation of Authorization is effective after you submit it to Quartet, but it does not have any effect on Quartet's prior actions taken in reliance on the Authorization before revoked.
Once Quartet receives your Revocation of Authorization, Quartet can only use and disclose your PHI as permitted in Quartet's agreements with Your Healthcare Provider(s). Your Revocation of Authorization does not affect Quartet's use of your Non-PHI.
We will make available to Your Healthcare Provider(s), current and past, your agreement to or revocation of this Authorization.
THIS SOFTWARE SERVICES AND LICENSE AGREEMENT (the "Agreement"), dated upon the date of your completion of the registration process (the "Effective Date"), is entered into between Quartet Health, Inc. ("Quartet"), a Delaware corporation, and You, a health care provider practice. "You", "your", "yourself", or "Practice" means you, as an individual, and the legal entity on behalf of which you are acting as the authorized agent or legal representative as identified by you during registration with the Software, if applicable. Quartet and You may be referred to individually as " Party" and collectively as "Parties". BY CLICKING "I AGREE," OR BY OTHERWISE SIGNING-UP OR FOR AN ACCOUNT, OR BY ACCESSING OR USING THE SERVICES (DEFINED BELOW), YOU ARE ENTERING INTO THIS AGREEMENT AND YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS . Please read this Agreement carefully, and do not sign-up for an account or use the Services if you are unwilling or unable to be bound by this Agreement.
Who is Quartet? Quartet owns a suite of software-as-a-service products designed to (a) facilitate spaner coordination and collaboration between medical providers, behavioral health providers and their patients; and to (b) assist with improving patient outcomes and reducing overall health care expenditures (collectively, the "Platform").
What is Quartet's relationship with its health plan customers? Quartet provides behavioral health care coordination services and other permitted Health Care Operations to certain health plan customers whose members may be patients of Yours ("Member Patients"). Attachment A of this agreement identifies Quartet's health plan customers (each a "Customer Plan").
What is the purpose of this Agreement? You wish Quartet to provide You with behavioral health care coordination services and other permitted Health Care Operations described on Attachment B (together with the Platform, the "Services") for Your patients that are not Members of a Quartet Customer Plan (each a "Non-Member Patient"). You also wish Quartet to grant You a license to access and use the Platform for both: (a) Your Non-Member Patients for whom Quartet provides you Services and (b) Your Member Patients for whom Quartet provides services to Quartet's Customer Plans.
Whose Protected Health Information (PHI) does the Member Patient and Non-Member Patient belong to? The PHI of the Member Patient belongs to Quartet's Customer Plan because Quartet is providing care coordination services and other permitted Health Care Operations to the Customer Plan. The PHI of the Non-Member Patient belong to You because this Agreement enables Quartet to provide care coordination services and Health Care Operations to You.
What happens if Quartet contracts with a new health plan customer? In the event that Quartet enters into an agreement at any time with a new health plan customer that would result in a Non-Member Patient becoming a Member Patient, You agree to use all reasonable efforts to assist Quartet and the new health plan customer with this transition.
Quartet Health, Inc.
114 West 41st Street, 5th Floor
New York, NY 10036
List of Quartet Customer Plans
You acknowledge and agree that this list of Quartet Customer Plans may be amended or revised solely by Quartet from time to time and will be provided to you upon reasonable notice:
Quartet will provide the following Services to You, which may be amended from time to time as mutually agreed upon by both Parties:
You agree to work with Quartet to obtain all necessary consents, HIPAA Authorizations, or other permissions and acknowledgments from a Non-Member Patient or Member Patient required for the performance of each Party's obligations pursuant to this Agreement before using the Services, including, but not limited, to:
BUSINESS ASSOCIATE ADDENDUM
In accordance with the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act, and their implementing regulations as amended from time to time (collectively, "HIPAA"), You ("Covered Entity") and Quartet Health, Inc., ("Business Associate") hereby enter into this Business Associate Addendum ("BA Addendum") on the effective date of the Services Agreement described below (the "Effective Date"). Covered Entity and Business Associate are each referred to in this BA Addendum individually as a "Party", and collectively as the "Parties."
WHEREAS , the Parties have entered into, or are entering into contemporaneously with this BA Addendum, or may subsequently enter into, agreements or other documented arrangements (collectively, the "Services Arrangements") pursuant to which Business Associate assists the Covered Entity with the Covered Entity's recognized Health Care Operations (as such term is defined by HIPAA) and such assistance requires Business Associate to create, receive, maintain, transmit, use or disclose PHI;
WHEREAS , in order to protect the privacy and security of PHI created, received, maintained, or transmitted by or on behalf of the Covered Entity by Business Associate, HIPAA requires the Parties to enter into this BA Addendum; and
WHEREAS , it is the intent of the Parties to amend the Services Arrangements, as described in this BA Addendum, in order for the Parties to comply with HIPAA.
NOW THEREFORE , in consideration of the mutual promises set forth in this BA Addendum and the Services Arrangements, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows:
10.1 Within fifteen (15) business days of a request by Covered Entity for access to PHI about an Individual contained in any Designated Record Set maintained by Business Associate, Business Associate shall make available to Covered Entity such PHI for so long as Business Associate maintains such information in the Designated Record Set.
10.2 Within fifteen (15) business days of receipt of a request from Covered Entity for the amendment of an Individual's PHI contained in any Designated Record Set maintained by Business Associate, Business Associate shall provide such PHI to Covered Entity for amendment and incorporate any such amendments in the PHI (for so long as Business Associate maintains such information in the Designated Record Set) as required by HIPAA. Covered Entity shall have the sole responsibility to determine whether to grant or deny any request for amendment requested by the Individual.
10.3 If Business Associate receives a request for access or amendment to PHI directly from an Individual, Business Associate shall forward such request to Covered Entity within ten (10) business days.
15.1 Notice of Privacy Practice and Restrictions.
15.2 Permissible Requests by Covered Entity. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity.
16.1 This BA Addendum shall commence on the Effective Date and shall remain in effect until terminated in accordance with the terms of this Section 16; provided, however, that termination shall not affect the respective obligations or rights of the Parties arising under this BA Addendum prior to the effective date of termination, all of which shall continue in accordance with their terms. This BA Addendum will also terminate immediately if all Services Arrangements are terminated.
16.2 Either Party may immediately terminate this BA Addendum (the "Terminating Party") and shall have no further obligations to the other Party (the "Terminated Party") hereunder if the Terminated Party fails to observe or perform any material covenant or obligation contained in this BA Addendum, and fails to cure such failure within thirty (30) calendar days of receiving written notice by the Terminating Party.
16.3 Termination of this BA Addendum shall be cause for the Terminating Party to immediately terminate any obligation under a Services Arrangement requiring Business Associate to create, receive, maintain, or transmit PHI for, or on behalf of, Covered Entity.
16.4 Upon termination of this BA Addendum, Business Associate shall return or destroy all PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity and which Business Associate still maintains as PHI. Notwithstanding the foregoing, to the extent that Business Associate reasonably determines that it is not feasible to return or destroy such PHI, the terms and provisions of this BA Addendum shall survive termination of the Services Arrangements and such PHI shall be used or disclosed solely for such purpose or purposes which prevented the return or destruction of such PHI.
17.1 Notice. All notices shall be given or made in the same manner as set forth in the Software Services and License Agreement between both Parties.
17.2 Amendment. No oral modification or waiver of any of the provisions of this BA Addendum shall be binding on either Party; provided, however, that upon the enactment of any law, regulation, court decision or relevant government publication and/or interpretative guidance or policy that a Party believes in good faith will adversely impact the use or disclosure of PHI under this BA Addendum, the Party may request to amend this BA Addendum to comply with such law, regulation, court decision or government publication, guidance or policy by delivering a proposed written amendment to the other Party, which shall be effective upon the written approval of the receiving Party, not to be unreasonably withheld.
17.3 No Third Party Beneficiaries. This BA Addendum is for the benefit of, and shall be binding upon the Parties, their affiliates and respective successors and assigns. No third party shall be considered a third-party beneficiary under this BA Addendum, nor shall any third party have any rights as a result of this BA Addendum.
17.4 Nature of BA Addendum; Independent Contractor. Nothing in this BA Addendum shall be construed to create (i) a partnership, joint venture or other joint business relationship between the Parties or any of their affiliates, or (ii) a relationship of employer and employee between the Parties. Business Associate is an independent contractor, and not an agent of Covered Entity. This BA Addendum does not express or imply any commitment to purchase or sell goods or services.