Last Revised: August 5, 2021
By accessing and using the Services, you are agreeing that you have read, understood, and are bound by, these Provider Terms. If you do not agree to all of these terms and conditions, you are not authorized to use the Services and must immediately cease any use of or access to the Services. These Provider Terms serves as the agreement between you and Frame. These Provider Terms and the Business Associate Agreement constitutes the entire agreement between you and Frame with respect to the subject matter herein and supersedes all prior and contemporaneous agreements and discussions, whether written or oral.
The terms “Provider,” “you", "your,” and “yourself” refer to you, as a user of the Services as a licensed or registered therapy service provider.
Please note that Section 16 contains an arbitration clause and class action waiver. By agreeing to these Provider Terms, you agree (a) to resolve all disputes with us through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) that you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt-out of arbitration as explained in Section 17.
The Services allow you, as a licensed or registered therapy service provider to connect with or otherwise engage with users of the Services seeking teletherapy services (“Client Users”). As part of the Services, Frame provides a platform whereby Client Users may connect or engage with you by participating in discussions (live and recorded) that can be accessed through the Website or App (“Frame Discussions”). Additionally, as part of our Services, you may connect and engage directly with Client Users to provide your services (“Matching Services”). For clarity, any reference hereunder to the Services includes Frame Discussions and Matching Services and any information, text, graphics, photos or other materials uploaded, downloaded, accessible through, or appearing on or in connection with the Services.
We offer our Services for you and other therapy service providers in your practice to make your/their services available to the general public.
YOU AGREE AND ACKNOWLEDGE THAT YOU ARE NOT AN EMPLOYEE, INDEPENDENT CONTRACTOR, PARTNER, REPRESENTATIVE, AGENT, JOINT VENTURER, OR FRANCHISEE OF FRAME. FRAME DOES NOT PROVIDE MEDICAL GUIDANCE OR COUNSELING, RECOMMEND OR ENDORSE ANY SPECIFIC HEALTH CARE PROVIDER OR SERVICE, AND DOES NOT EMPLOY PROVIDERS OR OWN ANY LICENSED PRACTICES OFFERING SERVICES THROUGH THE WEBSITE OR APP, TO PROVIDE MEDICAL GUIDANCE OR COUNSELING. BY CONNECTING CLIENT USERS WITH YOU AND OTHER PROVIDERS TO ENGAGE DIRECTLY USING THE SERVICES, FRAME OPERATES SOLELY AS AN ONLINE PLATFORM THAT CONNECTS CLIENT USERS WITH PROVIDERS WHO WISH TO ENGAGE DIRECTLY WITH EACH OTHER IN RENDERING AND RECEIVING THERAPY-RELATED SERVICES. FRAME IS NOT A PARTY TO ANY DIRECT ENGAGEMENTS BETWEEN YOU AND ANY CLIENT USERS, AND HAS NO CONTROL OVER SUCH ENGAGEMENTS; THE TRUTH OR ACCURACY OF ACCOUNT INFORMATION; SERVICES LISTINGS; OR THE ABILITY OF CLIENT USERS TO PAY FOR SERVICES IN CONNECTION WITH SUCH ENGAGEMENTS. THE SERVICES ARE LIMITED TO THE ENABLING OF THE CONNECTION AND/OR ENGAGEMENT BETWEEN CLIENT USERS AND YOU PURSUANT TO THE TERMS AND CONDITIONS OF THESE PROVIDER TERMS. ALL THERAPY-RELATED AND PROFESSIONAL SERVICES ARE PROVIDED BY YOU WHOLLY INDEPENDENTLY OF FRAME. FRAME DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
In order to use the Services, you must be 18 years of age or older, reside in the United States and be a licensed or registered therapy service provider, authorized to provide teletherapy services in the State of California. Furthermore, you must: (i) comply with the policies and procedures of Frame, in Frame’s sole discretion; (ii) comply with federal and state guidelines; and (iii) must receive approval from Frame. This verification process includes, but is not limited to:
- Verification of your licensure or registration. You must hold a valid, current license or registration to practice which is verified directly from the applicable state license agency.
- Verification of your proper education and degree.
- Verification of your board certification for the applicable state in which you are board certified.
Frame reserves the right to modify and/or update this verification process and any requirements thereunder at any time and for any reason. Your ongoing compliance with the foregoing licensing requirements is a condition precedent to your use of the Services. You shall immediately notify us at firstname.lastname@example.org if you cease to satisfy the foregoing licensing requirements and shall suspend all use of the Services until you re-quality according to this Section 2. You shall immediately notify us if an investigation or action is initiated by any governmental agency concerning your licensing or registration requirements or which may adversely affect your ability to provide therapy services.
You are solely responsible for complying with applicable federal and state laws and regulations pertaining to the compliant delivery of licensed professional services, including telemedicine or teletherapy services, to your clients, including credentialing, licensing, certification, hardware and equipment, client consent and authorization, billing, reimbursement, compensation, conditions for payment, third-party payor arrangements, documentation, and electronic health record requirements. By using the Services, you represent and warrant that you hold and shall at all times maintain all applicable licenses, certifications and registrations required by applicable law in order to provide any professional services offered by you through the Services. Frame provides a platform to facilitate communications between providers and clients, but it is not a health care service provider and is not responsible for your compliance with federal and state telemedicine/teletherapy laws and regulations.
3. Your Account
When you access our App and Website, you will be asked to create an account (your “Account”) in order to access and use the Services. You will be asked to provide certain information about yourself when creating your account, including but limited to your name, email address, phone number, and address (collectively, your “Account Information”.) You acknowledge that your ability to access and use the Service, and our ability to provide the Services to you, is conditioned upon the truthfulness and accuracy of the Account Information you provide, and any other information you provide in connection with your Account.
You agree that you will not create more than one Account, or create an Account for anyone other than yourself without first receiving permission from the other person. If you provide any information that is untrue, inaccurate, not current or incomplete, or Frame has reasonable grounds to suspect that such Account Information is untrue, inaccurate, not current or incomplete, Frame reserves the right to terminate/deactivate your account and refuse any future request(s) to use the Services. You shall at all times remain responsible for maintaining the confidentiality of your Account password and username (if any) and any other security information related to your Account. Frame will not be liable for any loss that you incur as a result of someone else accessing and using your Account, either with or without your knowledge.
4. Free Trials
You can sign up for a trial Account for the Services and your trial period starts on the day you create the trial Account and lasts for thirty (32) days. If you are on a trial, you may cancel at any time until the last day of your trial by following the cancellation procedures outlined in Section 6 below. If you cancel your trial Account, you acknowledge and agree that we may delete all of your content or data associated with your Account at the end of the trial. If you do not cancel your trial Account and we have notified you by e-mail or phone that the Account will be converted to a paid subscription at the end of the trial period and that you will be charged, you authorize us to charge your credit card for continued use of the Services.
5. License; Restrictions
Subject to the terms and conditions of these Provider Terms, Frame grants you a personal, worldwide, royalty-free, non-assignable, non-transferable, non-exclusive, revocable, and non-sublicensable license to (i) access and use the Services and in accordance with applicable laws, and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your business purposes, including the delivery of teletherapy services to clients. Any rights not expressly granted herein are reserved by Frame and Frame's licensors.
You agree not to access or use the Services in an unlawful way or for an unlawful or illegitimate purpose or in any manner that contravenes these terms. You shall not post, use, store or transmit: (i) a message or information under a false name; (ii) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; or (iii) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others. You shall not directly or indirectly (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms underlying the Services; (b) modify, translate, copy or create derivative works based on the Services; (c) use the Services for time sharing or service bureau purposes or otherwise for the benefit of a third party; (d) use the Services to develop a competitive product or service; (e) attempt to disrupt the operation of the Services by any method, including through use of viruses, Trojan horses, worms, time bombs, denial of service attacks, flooding or spamming;(f) use the Services in any manner that could damage, disable or impair the Services; (g) attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means; (h) use any robot, scraper or other means to access the Services for any purpose; (i) interfere with or disrupt the integrity or performance of the Services; (j) obscure, alter or remove any copyright, patent, trademark, service mark or proprietary rights notices or labels on the Services; or (k) otherwise use the Services except as expressly permitted herein. Neither Frame nor its affiliates are under any obligation to respond to messages posted through the Services. You are solely responsible for the information or material you post through the Services.
6. Subscription Fees and Payment
When you sign up for an Account, you may be asked to provide your credit card information or other payment information. You are solely responsible for providing accurate and timely banking information in connection with your use of the Services and payments made to you thereunder, and you agree to maintain valid banking information in your Account and to update such information as necessary. You agree that we may store and continue billing your payment method (e.g. credit card) to avoid interruption of the Services. Any fees, if any, that you owe to Frame for your use of the Services (“Fees”) will be based on the subscription plan you select when you register for an Account. Our current subscription plans are available at https://www.tryframe.com/therapists. We reserve the right to change our subscription plans or adjust pricing for the Services in any manner and at any time as we may determine in our sole and absolute discretion. Any price changes or changes to your subscription plan will take effect upon thirty (30) days’ prior notice to you. Fees will be paid on a monthly recurring basis on the first day of your monthly subscription period, after expiration of your trial period. Payments shall be made in U.S. Dollars.
You agree that if you purchase a subscription, your subscription will automatically renew at the subscription period frequency referenced on your subscription page (or if not designated, then monthly), and your payment method will automatically be charged at the start of each new subscription period for the fees and taxes applicable to that period. To avoid future subscription charges, you must cancel your subscription 1 day before the subscription period renewal date by doing the following: updating your subscription on your payments page in Settings or email email@example.com.
Payments for any subscriptions to the Services are non-refundable and there are no credits for partially used periods. Following any cancellation by you, however, you will continue to have access to the paid Services through the end of the subscription period for which payment has already been made.
You are solely responsible for identifying fees for the therapy/teletherapy services you provide as a result of connecting directly with Client Users on the Services (“Your Provider Fees”.) You may be required to use the Stripe Platform in connection with your invoicing and receipt of payments from Client Users for Your Provider Fees. We are not party to any transaction related to your therapy/teletherapy services directly with Client Users. By providing Stripe, Inc. with your payment and banking information, you hereby authorize Frame to enable payments for Your Provider Fees, from Client Users to you, using the Stripe Platform. You may be required to agree to an additional set of terms and conditions governing your use of the Stripe Platform.
The parties acknowledge and agree that none of the payments made hereunder nor any benefit conferred to either party under these Provider Terms are intended to require, induce, encourage or conditioned on any requirement for either party to make referrals to, or be in a position to make or influence referrals to the other party or any of its affiliates. It is the parties’ intent to comply with applicable federal and state laws and regulations, including those relating to patient brokering, fee-splitting prohibitions and anti-kickback laws. The parties acknowledge and agree that: (a) the fees and any other compensation due to Frame under these Provider Terms represent the fair market value for the services performed by Frame, including the provision of the Services, and (b) nothing in this Agreement or in any other written or oral agreement between the parties, nor any consideration offered or paid in connection with these Provider Terms, contemplates or requires the referral of any business to a party or in return for the purchasing, ordering, or arranging for or recommending the purchasing or ordering of any health care item or service provided by a party. In the event any court or any regulatory agency of competent jurisdiction determines these Provider Terms violates any of such laws, then the parties hereto agree to take such actions as necessary to amend these Provider Terms to comply with applicable laws and regulations.
7. Intellectual Property
The Services and any and all of the content available on or through the Website, App or Services (other than the Discussions Content and Your IP) is the property of Frame or its licensors and is protected by copyright, trademark, patent, trade secret and other intellectual property law (“Frame Content”), including (i) all updates, improvements, enhancements or modifications thereto and (ii) all intellectual property rights related to any of the foregoing. You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate the Frame Content received through the Services to any third party. All software and accompanying documentation made available for download from the Services is the copyrighted work of Frame or its licensors and is included in the Frame Content. Any copy made of Frame Content or other information obtained through the Services must include all applicable copyright notices.
You acknowledge that all suggestions for corrections, changes, additions or modifications to the Services, and any other feedback provided by you (collectively, “Feedback”) are the exclusive property of Frame and Frame hereby assigns all rights in and to any Feedback to Frame.
8. Your Content
In connection with your use of the Services, you may be able to post, upload, or submit certain digital content (including photographs and videos) to be made available to end users of the Services (“ Discussions Content”). You hereby grant Frame a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicensable license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, modify and adapt and create derivative works (either alone or as part of a collective work) from the Discussions Content. As part of the foregoing, you agree that the other users of the Services shall have the right to comment on and/or tag the Discussions Content and/or to use, publish, display, modify or include a copy of the Discussions Content as part of their own use of the Services. You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for the Discussions Content and that no Discussions Content will contain material subject to copyright or other proprietary rights, unless Customer has the necessary permission or are otherwise legally entitled to post the material and grant the license granted herein.
You acknowledge that Frame collects personal information including “protected health information” or “PHI” as such term is defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and other content through the Services (the “Your Content”). As between the parties, you shall own all right, title, and interest in and to the Your Content and any and all intellectual property rights therein (“Your IP”). You hereby grant Frame a fully-paid, royalty free, non-exclusive, non-transferable, sub-licensable, perpetual, irrevocable, worldwide license under Your IP to use, copy, display, modify and adapt, distribute and otherwise use the Your Content in order to provide the Services and for all other purposes that are as necessary and useful, including for the development, improvement and commercialization of the Services and any other products and services, to the extent permissible under applicable laws and the terms of the Business Associate Agreement. You acknowledge and agree that Frame may: (i) anonymize Your Content; and (ii) use such anonymized Your Content to improve the Services and for other internal uses in accordance with applicable laws and the terms of the Business Associate Agreement.
9. Term; Termination
These Provider Terms commence on the first date that you access the Services or upon registration of an Account, whichever is earlier, and continue until you cancel your subscription in accordance with Section 6. If you breach any of the provisions of these Provider Terms, all licenses granted by Frame will terminate automatically. Additionally, we may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If we delete your Account for any suspected breach of these Provider Terms by you, you are prohibited from re-registering for the Services under a different name. Upon termination or expiration of these Provider Terms (a) all licenses and rights to access the Services will immediately terminate; and (b) you shall immediately pay Frame any outstanding amounts owed under these Provider Terms through such date of termination or expiration. In addition, each party will cease to use and, within ten (10) business days, return to the other party (or destroy at the other’s request) the Frame Content and Your Content, as applicable, together with all copies thereof, in its possession or under its control. All sections which by their nature should survive the termination of these Provider Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Provider Terms. Termination will not limit any of our other rights or remedies at law or in equity.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FRAME DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SERVICES INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. WITHOUT LIMITING THE FOREGOING, FRAME DOES NOT WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AND YOUR RELIANCE UPON ANY OF ITS CONTENT IS AT YOUR SOLE RISK.
YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO THE SERVICES OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION ON THE SERVICES CAUSED BY YOU OR ANY PERSON USING YOUR USERNAME OR PASSWORD. FRAME CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET, OR FOR YOUR MISUSE OF ANY PROTECTED HEALTH INFORMATION, ADVICE, IDEAS, INFORMATION, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH THE SERVICES.
11. Limitations of Liability
IN THE EVENT OF ANY PROBLEM WITH THE SERVICES OR ANY OF ITS CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICES. UNDER NO CIRCUMSTANCES SHALL FRAME, ANY FRAME LICENSOR OR SUPPLIER, OR ANY THIRD PARTY WHO PROMOTES THE SERVICES OR PROVIDES YOU WITH A LINK TO THE SERVICES BE LIABLE IN ANY WAY FOR YOUR USE OF THE SERVICES OR ANY OF ITS CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FRAME, ITS LICENSORS OR SUPPLIERS OF NON-MEDICAL/ MENTAL HEALTHCARE SERVICES OR ANY THIRD PARTY WHO PROMOTES THE SERVICES OR PROVIDES YOU WITH A LINK TO THE SERVICES, BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SERVICES, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF FRAME OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL FRAME’S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING THE WEBSITE, APP OR SERVICES EXCEED THE AMOUNT PAID, IF ANY, BY YOU IN CONNECTION WITH YOUR USE OF THE SERVICES FOR THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.
THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL WITH RESPECT TO THEIR ESSENTIAL PURPOSE.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the foregoing limitations above may not apply to you.
You agree to indemnify, defend, and hold harmless Frame, our affiliates, and their and our respective officers, directors, agents, and employees from and against any and all complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including attorney’s fees, due to, arising out of, or relating in any way to: (i) your access to or use of our Website, App, or Services; (ii) your Account Information and use of and access to your Account; (iii) your conduct toward other users; (iv) Frame’s use of your Account Information; (v) your violation of the rights of any third party; (vi) your violation of applicable law or regulation; (vii) your breach of this Agreement; or (viii) your relationship, communications, or engagement with any Provider.
13. Third Party Applications, Services and Website
You agree and acknowledge that from time to time, the software may require that you download upgrades, updates and additional features we publish in order to improve, enhance, and further develop the software, Services, or App. You agree and acknowledge that the Services may change from time to time and/or Frame may stop (permanently or temporarily) providing the Services (or features within the Service), possibly without prior notice to you.
Any link (including a hyperlink, button or referral device of any kind) used in the Services is provided for your use and convenience. The appearance of a link does not constitute an endorsement, recommendation or certification by Frame, nor should the presence of a link in any way be construed as a suggestion that any third party website has any relationship to Frame. Frame does not endorse the content on any third-party websites. Frame is not responsible for the content of linked third-party websites or third-party advertisements, and does not make any representations regarding its content or accuracy. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such websites.
The use of any website controlled, owned or operated by a third party is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. Frame expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Services. You hereby agree to hold Frame harmless from any liability that may result from the use of links that may appear on the Services.
By clicking the checkbox upon account registration, you are agreeing that you have read, understood, and are bound by, the terms of the Business Associate Agreement.
You acknowledge and agree that Frame may monitor the performance and use of the Services by all of its users, combine this data with other data (including Your Content), and use such metadata and other combined data in an aggregate and de-identified manner during and after termination or expiration of this agreement.
15. Phone Calls, Video Calls, and In-App Messaging
You agree that in the event of any dispute between you and Frame, you will first contact Frame and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
After the informal dispute resolution process, any remaining dispute, controversy or claim relating in any way to your use of the Services will be resolved by binding confidential arbitration, including threshold questions of arbitrability of the claim, rather than in court. You and Frame agree that any claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Provider Terms).
Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Provider Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Provider Terms, you and Frame are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Frame will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, Frame will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.
You have the right to opt-out and not be bound by the arbitration provisions set forth in these Provider Terms by sending written notice of your decision to opt-out to [Frame Wellness Inc., 2219 Main St., Unit #261, Santa Monica CA 90404]. The notice must be sent to Frame within thirty (30) days of your registering to use the Services or agreeing to these Provider Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Provider Terms. If you opt-out of these arbitration provisions, Frame also will not be bound by them.
17. Updating these Provider Terms
Frame reserves the right to modify, amend, or change these Provider Terms at any time. Notice of any material change will be posted on this page and we will update the “Last Revised” date at the top of these Provider Terms. In certain circumstances, we may notify you of a change to the Provider Terms via email or other means, as appropriate under the circumstances; however, you are responsible for regularly checking this page for notice of any changes. Your continued use of our Services constitutes your acceptance of any change, and you will be legally bound by the updated Provider Terms. If you do not accept a change to the terms, you should stop using our Services immediately.
These Provider Terms are governed by the laws of the State of California, without regard to any conflict of laws, rules or principles. You agree to submit to the venue and jurisdiction of the California courts in the cases that arbitration is not successful or is assigned or appealed to a civil court. Frame’s failure to enforce any right or provision of these Provider Terms will not be considered a waiver of those rights. If any provision of these Provider Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Provider Terms will remain in effect. Notices required to be given to you by Frame may be delivered by electronic mail to the address provided during the creation of your Account. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without Frame’s prior written consent. Frame may transfer or assign its rights and obligations under these Provider Terms without your consent. Subject to the foregoing, the Provider Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. In entering into and performing these Provider Terms, the parties hereto are acting and shall act as independent contractors, and neither is, nor will be deemed to be, an agent, legal representative, joint venture or partner of the other for any purpose. These Provider Terms constitute the entire agreement between Frame and yourself regarding the Services, and supersede and replace any prior agreements you and Frame might have regarding the Services.
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
19. How to Contact Us
You may contact us regarding the Services or these Provider Terms at: Frame Wellness Inc., 2219 Main St., Unit #261, Santa Monica CA 90404, by phone at (310) 704-7317 or by e-mail at firstname.lastname@example.org.
BUSINESS ASSOCIATE AGREEMENT
(A) Provider wishes to disclose certain information to Business Associate pursuant to the terms of the Services Agreement, some of which may constitute Protected Health Information (“PHI”) under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and the Privacy Rule, Security Rule, Enforcement Rule and Breach Notification Rule set forth at 45 C.F.R. Parts 160 and 164 (jointly, the “HIPAA Rules”) promulgated thereunder.
(B) Business Associate may create, maintain, access, use, disclose, transmit or receive PHI on behalf of Provider only as set forth in this Agreement and to the extent allowed under the HIPAA Rules.
(C) Provider and Business Associate intend to protect the privacy and provide for the security of PHI in compliance with HIPAA.
(D) The purpose of this BAA is to satisfy certain standards and requirements of HIPAA and the HIPAA Rules, including, but not limited to, Title 45, §§ 164.314(a)(2)(i), 164.502(e) and 164.504(e) of the Code of Federal Regulations (“C.F.R.”).
In consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
SECTION 1. DEFINITIONS
- “Capitalized Terms”. Capitalized terms used in this BAA and not otherwise defined herein shall have the meanings set forth in the HIPAA Rules, which definitions are incorporated in this BAA by reference.
- “Protected Health Information” or “PHI” shall have the same meaning given to such term in 45 C.F.R. § 160.103, as applied to the information created, received, maintained or transmitted by Business Associate from or on behalf of Customer.
- “Unsuccessful Security Incident” shall mean pings and other broadcast attacks on a firewall, port scans, unsuccessful log-on attempts, denials of service, or other similar attempted but unsuccessful Security Incident, or a combination thereof, so long as no such incident results in unauthorized access, use or disclosure of PHI.
SECTION 2. PERMITTED USES AND DISCLOSURES OF PHI
2.1 Uses and Disclosures of PHI Pursuant to the Services Agreement. Business Associate shall not use or disclose PHI other than as permitted or required to perform functions, activities or services for, or on behalf of, Customer as specified in the Services Agreement or as Required by Law, provided that such use or disclosure would not violate the Privacy Rule if done by Customer, except as set forth in Sections 2.2, 2.3 and 2.4. To the extent Business Associate is carrying out any of Customer’s obligations under the Privacy Rule pursuant to the terms of the Services Agreement or this BAA, Business Associate shall comply with the requirements of the Privacy Rule that apply to Customer in the performance of such obligation(s).
2.2 Permitted Uses of PHI by Business Associate. Except as otherwise limited in this BAA, Business Associate may use PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate.
2.3 Permitted Disclosures of PHI by Business Associate. Except as otherwise limited in this BAA, 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 shall remain confidential and will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person (which purpose must be consistent with the limitations imposed upon Business Associate pursuant to this BAA), and that the person agrees to notify Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
2.4 Data Aggregation. Except as otherwise limited in this BAA, Business Associate may use PHI to provide Data Aggregation services as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).
2.5 De-identified Data. Business Associate may de-identify PHI in accordance with the standards set forth in 45 C.F.R. § 164.514(b) and may use or disclose such de-identified data for any purpose.
SECTION 3. OBLIGATIONS OF BUSINESS ASSOCIATE
3.1 Appropriate Safeguards. Business Associate shall use appropriate safeguards and shall comply with the Security Rule with respect to Electronic PHI, to prevent use or disclosure of such information other than as provided for by the Services Agreement and this BAA.
3.2 Reporting of Improper Use or Disclosure, Security Incident or Breach. Business Associate shall report to Customer any use or disclosure of PHI not permitted under this BAA, Breach of Unsecured PHI or Security Incident, without unreasonable delay, and in any event no more than ten (10) business days following discovery; provided, however, that the Parties acknowledge and agree that this Section constitutes notice by Business Associate to Customer of the ongoing existence and occurrence of Unsuccessful Security Incidents.
3.3 Business Associate’s Agents. In accordance with 45 C.F.R. § 164.502(e)(1)(ii) and 45 C.F.R. § 164.308(b)(2), as applicable, Business Associate shall enter into a written agreement with any agent or subcontractor that creates, receives, maintains, or transmits PHI on behalf of Business Associate for services provided to Customer, providing that the subcontractor or agent agrees to substantially the same restrictions and conditions that apply to Business Associate through this BAA with respect to such PHI.
3.4 Access to PHI. To the extent Business Associate has PHI contained in a Designated Record Set, Business Associate agrees to make information available to Customer to enable Customer to comply with 45 C.F.R. § 164.524.
3.5 Amendment of PHI. To the extent Business Associate has PHI contained in a Designated Record Set, Business Associate agrees to make such information available to Customer for amendment pursuant to 45 C.F.R. § 164.526.
3.6 Documentation of Disclosures. Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for Customer to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528.
3.7 Accounting of Disclosures. Business Associate agrees to provide to Customer, upon receipt of a written request from Customer, information collected in accordance with Section 3.6 of this BAA to permit Customer to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528.
3.8 Governmental Access to Records. Business Associate shall make 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, Customer available to the Secretary for purposes of the Secretary determining Customer’s compliance with the Privacy Rule.
3.9 Mitigation. To the extent practicable, Business Associate will reasonably cooperate with Customer’s efforts to mitigate a harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate that is not permitted by this BAA.
3.10 Minimum Necessary. Business Associate shall request, use and disclose the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure, in accordance with 45 C.F.R. § 164.514(d), and any amendments thereto.
SECTION 4. OBLIGATIONS OF CUSTOMER
4.1 Notice of Privacy Practices. Customer shall notify Business Associate of any limitation(s) in its, or an applicable, Notice of Privacy Practices in accordance with 45 C.F.R. § 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI.
4.2 Notification of Changes Regarding Individual Permission. Customer shall obtain any consent or authorization that may be required by the Privacy Rule, or applicable state law, prior to furnishing Business Associate with PHI. Customer shall notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI.
4.3 Notification of Restrictions to Use or Disclosure of PHI. Customer shall notify Business Associate of any restriction to the use or disclosure of PHI that Customer has agreed to in accordance with 45 C.F.R. § 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI.
4.4 Permissible Requests by Customer. Customer shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the HIPAA Rules if done by Customer, except as permitted pursuant to the provisions of Sections 2.2, 2.3 and 2.4 of this BAA.
SECTION 5. TERM AND TERMINATION
5.1 Term. The term of this BAA shall commence as of the Effective Date, and shall terminate when all of the PHI provided by Customer to Business Associate, or created or received by Business Associate on behalf of Customer, is destroyed or returned to Customer. If it is infeasible to return or destroy PHI, Business Associate shall extend protections to such information in accordance with Section 5.3.
5.2 Termination for Cause. Upon either Party’s knowledge of a material breach by the other Party of this BAA, such Party may terminate this BAA immediately if cure is not possible. Otherwise, the non-breaching Party shall provide written notice to the breaching Party detailing the nature of the breach and providing an opportunity to cure the breach within thirty (30) business days. Upon the expiration of such thirty (30) day cure period, the non-breaching Party may terminate this BAA if the breaching Party does not cure the breach or if cure is not possible.
5.3 Effect of Termination.
5.3.1 Except as provided in Section 5.3.2, upon termination of the Services Agreement or this BAA for any reason, Business Associate shall return or destroy all PHI received from Customer, or created or received by Business Associate on behalf of Customer, and shall retain no copies of the PHI.
5.3.2 If it is infeasible for Business Associate to return or destroy the PHI upon termination of the Services Agreement or this BAA, Business Associate shall: (a) extend the protections of this BAA to such PHI and (b) limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI.
SECTION 11. COOPERATION IN INVESTIGATIONS
The Parties acknowledge that certain breaches or violations of this BAA may result in litigation or investigations pursued by federal or state governmental authorities of the United States resulting in civil liability or criminal penalties. Each Party shall cooperate in good faith in all respects with the other Party in connection with any request by a federal or state governmental authority for additional information and documents or any governmental investigation, complaint, action or other inquiry.
SECTION 7. SURVIVAL
The respective rights and obligations of Business Associate under Section 5.3 of this BAA shall survive the termination of this BAA and the Services Agreement.
SECTION 8. AMENDMENT
This BAA may be modified, or any rights under it waived, only by a written document executed by the authorized representatives of both Parties. In addition, if any relevant provision of the HIPAA Rules is amended in a manner that changes the obligations of Business Associate or Customer that are embodied in terms of this BAA, then the Parties agree to negotiate in good faith appropriate non-financial terms or amendments to this BAA to give effect to such revised obligations.
SECTION 9. EFFECT OF BAA
In the event of any inconsistency between the provisions of this BAA and the Services Agreement, the provisions of this BAA shall control. In the event that a court or regulatory agency with authority over Business Associate or Customer interprets the mandatory provisions of the HIPAA Rules, in a way that is inconsistent with the provisions of this BAA, such interpretation shall control. Where provisions of this BAA are different from those mandated in the HIPAA Rules, but are nonetheless permitted by such rules as interpreted by courts or agencies, the provisions of this BAA shall control.
SECTION 10. GENERAL
This BAA is governed by, and shall be construed in accordance with, the laws of the State that govern the Services Agreement. Customer shall not assign this BAA without the prior written consent of Business Associate, which shall not be unreasonably withheld. If any part of a provision of this BAA is found illegal or unenforceable, it shall be enforced to the maximum extent permissible, and the legality and enforceability of the remainder of that provision and all other provisions of this BAA shall not be affected. All notices relating to the Parties’ legal rights and remedies under this BAA shall be provided in writing to a Party, shall be sent to its address set forth in the Services Agreement, or to such other address as may be designated by that Party by notice to the sending Party, and shall reference this BAA. Nothing in this BAA shall confer any right, remedy, or obligation upon anyone other than Customer and Business Associate. This BAA is the complete and exclusive agreement between the Parties with respect to the subject matter hereof, superseding and replacing all prior agreements, communications, and understandings (written and oral) regarding its subject matter.
SECTION 11. INDEPENDENT CONTRACTOR
Business Associate will be considered, for all purposes, an independent contractor, and Business Associate will not, directly or indirectly, act as agent, servant or employee of Customer or make any commitments or incur any liabilities on behalf of Customer without its express written consent. Nothing in this BAA shall be deemed to create an employment, principal-agent or partner relationship between the Parties. Business Associate shall retain sole and absolute discretion in the manner and means of carrying out its activities and responsibilities under this BAA.