THIS IS A LEGAL AGREEMENT BETWEEN YOU (DEFINED BELOW) AND DIGITAL PHYSICIAN, LLC ("DIGITAL PHYSICIAN"). BEFORE ACCESSING OR USING DIGITAL PHYSICIAN (WHICH INCLUDES THE SOFTWARE AND CONTENT USED BY THE SERVICE), YOU MUST CAREFULLY READ AND AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS DIGITAL PHYSICIAN END USER LICENSE AGREEMENT (THE "EULA"). BY PROCEEDING TO USE THIS SOFTWARE, YOU REPRESENT THAT YOU ARE ACTING ON BEHALF OF YOURSELF, AS AN INDIVIDUAL, AND YOUR EMPLOYER (COLLECTIVELY, "YOU"), AND THAT YOU AGREE TO BE BOUND BY THIS EULA.
DIGITAL PHYSICIAN FACILITATES COMMUNICATION THROUGH DIGITAL PHYSICIAN'S PROPRIETARY ELECTRONIC HEALTH RECORD SYSTEM. DIGITAL PHYSICIAN DOES NOT GIVE MEDICAL ADVICE, NOR DOES IT PROVIDE MEDICAL OR DIAGNOSIS SERVICES OR PRESCRIBE MEDICATION. USE OF DIGITAL PHYSICIAN IS NOT A SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF HEALTHCARE PROVIDERS IN DIAGNOSING AND TREATING PATIENTS. YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF PATIENT INFORMATION (INCLUDING, WITHOUT LIMITATION, BY OBTAINING ALL APPLICABLE PATIENT'S MEDICAL AND MEDICATION HISTORY, AND ALLERGIES), AND FOR ALL MEDICAL DECISIONS OR ACTIONS WITH RESPECT TO THE MEDICAL CARE, TREATMENT AND WELL BEING OF YOUR PATIENTS, INCLUDING, WITHOUT LIMITATION, ALL YOUR ACTS OR OMISSIONS IN TREATING THE APPLICABLE PATIENT. ANY RELIANCE BY YOU UPON DIGITAL PHYSICIAN SHALL NOT DIMINISH THAT RESPONSIBILITY.
YOU MAY NOT USE DIGITAL PHYSICIAN TO PERFORM MEDICAL DIAGNOSTIC FUNCTIONS, TO SET TREATMENT PROCEDURES OR TO SUBSTITUTE FOR THE MEDICAL JUDGMENT OF A PHYSICIAN OR QUALIFIED HEALTHCARE PROVIDER. WHEN SELECTING A NARRATIVE CONDITION OR CODED DIAGNOSIS, IF SUCH FEATURE IS AVAILABLE IN DIGITAL PHYSICIAN FOR WHICH YOU HAVE SUBSCRIBED, YOU MUST MAKE AN INDEPENDENT AND INFORMED JUDGMENT, BASED UPON THE PATIENT'S CONDITION AND SYMPTOMS AND/OR A PHYSICIAN'S SUBMITTED DIAGNOSIS, TO SELECT AN ACCURATE DIAGNOSIS CODE APPROPRIATE FOR THAT PATIENT. NEITHER DIGITAL PHYSICIAN NOR ITS LICENSORS NOR ITS CONTRACTORS MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE APPROPRIATENESS OF ANY OF THE NARRATIVE OR CODED DIAGNOSIS CODES DISPLAYED FOR ANY OR ALL PATIENTS.
1. CHANGES TO EULA: Digital Physician is a service subject to the terms and conditions of this EULA and the Business Associate Addendum attached hereto. This EULA, together with the Business Associate Addendum attached hereto, constitutes the entire agreement between You and Digital Physician with respect to Digital Physician service. Digital Physician may reasonably revise and update this EULA and/or the Business Associate Addendum at any time. Prior notice of an update together with your continued usage of Digital Physician will mean You accept those changes. We encourage You to periodically review this EULA and the Business Associate Addendum to see if the agreements have been updated.
2. IDENTITY VERIFICATION AND LICENSURE. You represent and warrant that (a) all of the information and data submitted to Digital Physician as part of the Digital Physician enrollment process is accurate and complete and that you have the authority to submit all such information and data; (b) as of the date You first click "I Agree" below, You have all permits and licenses (including without limitation a valid state license) necessary for You to legally prescribe medication; (c) during the term of this EULA and Your use of Digital Physician, You will maintain all such licenses and permits in full force and effect; (d) You will immediately cease any and all use of the Digital Physician service if, at any time during the term of this EULA and Your use of Digital Physician, You no longer have the right to legally prescribe medication. You acknowledge and agree that Digital Physician has the right to (i) take all steps necessary to confirm Your identity and otherwise verify all information and data You provide to Digital Physician, including without limitation, the right to submit such information and data to third parties; (ii) otherwise use such information and data in the course of the Digital Physician enrollment process or the Digital Physician service for any legal purpose (including without limitation, the right to share such data with third parties); and (iii) use such information and data to contact you regarding the Digital Physician service, or any other product or service that we believe might be of interest to You. You specifically consent to the foregoing uses of such information and data. You agree to defend, indemnify, and hold Digital Physician, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, the provision, receipt or use of any information or data submitted to Digital Physician hereunder. DIGITAL PHYSICIAN RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO DETERMINE ELIGIBILITY FOR THE DIGITAL PHYSICIAN SERVICE.
3. TERM. This EULA, and Your right to access and use Digital Physician shall become effective when you click "I Agree" and shall continue until terminated by either You or Digital Physician. Digital Physician may terminate this EULA, and Your right to access and use Digital Physician, at any time for any reason or for no reason. Thereafter, unless specified otherwise in changes to this EULA, each of this EULA, and Your right to access and use Digital Physician, shall automatically terminate.
4. INFORMATION YOU SUBMIT AND ACCESS: You agree to (a) obtain from your patients all requisite written consents in order to utilize the capabilities of Digital Physician in compliance with applicable laws, rules and regulations, including, but not limited to HIPAA (hereinafter defined), and to carry out the purposes of this EULA, (b) use any data provided via Digital Physician, including but limited to PHI (hereinafter defined), plan eligibility data, formulary data and claim history data, solely to carry out treatment, payment and health care operations described in § 164.506(c) of the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Parts 160 and 164 (the "Privacy Rule"); and (c) use all such data in compliance with the minimum necessary standard described in § 164.502(b) of the Privacy Rule. "PHI" means all protected health information as defined in the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and the regulations promulgated thereunder, that is provided or received, directly or indirectly, by you via Digital Physician. Digital Physician may use any data provided via Digital Physician, including but not limited to PHI, in connection with the provision of Digital Physician hereunder and as otherwise permitted by applicable laws (including without limitation, HIPAA). A Business Associate Addendum is hereby incorporates history. When using Digital Physician, information will be transmitted over a medium that may be beyond the control and jurisdiction of Digital Physician and its suppliers and licensors. Accordingly, Digital Physician assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Digital Physician.
5. LICENSE, USE and COPYRIGHT: Subject to the terms and conditions of this Agreement, Digital Physician grants you a limited, non-transferable, nonsublicensable, non-exclusive license to use, during the term of your subscription, Digital Physician software and content, subject to the limitations specified herein, and only where allowed by law. Digital Physician authorizes You to view or download (if downloading is otherwise permitted by Digital Physician) a copy of Digital Physician software solely for your personal use in connection with the practice of medicine. Digital Physician software and content is protected by copyright under both United States and foreign laws. Digital Physician software and content are the proprietary copyrighted property of Digital Physician or its licensors. Title and ownership to Digital Physician software and content shall be and at all times remain with Digital Physician and its licensors. The rights granted by Digital Physician to You hereunder do not include the right to develop derivative or related works to the Digital Physician software or content. You shall not, nor shall You cause or permit any third party to, under any circumstances, (a) distribute, rent, sell, lease or otherwise display, disclose, transfer or make available Digital Physician software or content to any third party; (b) modify, change, reverse assemble, reverse compile or reverse engineer Digital Physician software, or otherwise attempt to discover any software source code or underlying proprietary information of Digital Physician; (c) remove, efface or obscure any copyright notices, logos or other proprietary notices or legends (whether Digital Physician's or its partners) from Digital Physician software or content; or (c) copy Digital Physician software or content in any form, without the express written consent of Digital Physician. You may not use or allow any person to examine Digital Physician software or content for the purpose of creating another system and You will not use or disclose any data or information relating to Digital Physician software or content, or the technology, ideas, concepts, know-how or techniques embodied in Digital Physician software, except as necessary to operate Digital Physician software as contemplated by this EULA. You agree to use Digital Physician software and content only in accordance with its directions for use and only in connection with your internal business conducted at the address(es) identified in connection with your registration. Any use of Digital Physician software or content not expressly permitted herein is a breach of this EULA and may violate copyright, trademark, and other laws. All rights not expressly granted herein are reserved to Digital Physician and its licensors. If You violate any provision of this EULA, your permission to use Digital Physician software and content automatically terminates, and You must immediately destroy any copies You have made of any portion of the materials.
6. PASSWORDS AND ACCESS: Digital Physician service is structured to allow access only to users with a valid password. You will be responsible for the assignment of access and usage privileges to users of the Digital Physician service, including but not limited to taking all reasonable steps to ensure that no unauthorized person shall have access to your Digital Physician password or account. It is your sole responsibility to: a) control the dissemination and use of activation codes and passwords; b) authorize, monitor, and control access to and use of your Digital Physician account and password; c) promptly inform Digital Physician of any need to deactivate a password. Your assignment of access and usage privileges shall be in conformity with applicable laws and regulations, including but not limited to those related to proper licensure of users. You will be responsible for ensuring that the licensing information and the dates for permitted use of the Digital Physician service are correctly entered and updated. Digital Physician is responsible for neither the granting nor monitoring of user privileges to the Digital Physician service nor any incorrect entry or lack of updating of licensing information by You. You grant Digital Physician and all other persons or entities involved in the operation of the Digital Physician service the right to transmit, monitor, retrieve, store, and use your information in connection with the operation of Digital Physician service. Digital Physician cannot and does not assume any responsibility or liability for any information You submit, or your or third parties' use or misuse of information transmitted or received using Digital Physician service.
8. NO WARRANTIES; DISCLAIMER: DIGITAL PHYSICIAN IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF DIGITAL PHYSICIAN OR THE ACCURACY OF THE INFORMATION OR DATA ACCESSIBLE BY MEANS OF THE SERVICE (IN SO FAR AS SUCH WARRANTIES MAY BE EXCLUDED UNDER ANY RELEVANT LAW), AND USE OF DIGITAL PHYSICIAN IS AT YOUR OWN RISK. DIGITAL PHYSICIAN, ON ITS OWN BEHALF AND ON BEHALF OF ITS LICENSORS, CONTRACTORS, SUPPLIERS AND ANY OTHER PARTIES WHO MAY BE ASSOCIATED WITH THE PROVISIONING OF DIGITAL PHYSICIAN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES WITH RESPECT TO YOUR USE OF DIGITAL PHYSICIAN, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. THE INFORMATION PRESENTED VIA DIGITAL PHYSICIAN DOES NOT GUARANTEE ANY INSURANCE BENEFITS WILL BE PAID.
Without limiting the foregoing:
You agree that data and information is provided via Digital Physician for your convenience only, and that the sole and exclusive responsibility for determining the accuracy, completeness, or appropriateness of any such data or information resides solely with You. Digital Physician, its licensors, contractors and suppliers are not responsible for, nor do they represent or warrant the accuracy, timeliness, completeness, appropriateness or helpfulness of any content, data or information. You acknowledge that You are solely responsible for inputting and retrieving data from Digital Physician, and You are solely responsible for the accuracy and adequacy of information and data furnished for processing. You understand and acknowledge that any information provided by Digital Physician may be incomplete.
When using Digital Physician, information will be transmitted over a medium that may be beyond the control and jurisdiction of Digital Physician and its suppliers and licensors. Accordingly, Digital Physician assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of Digital Physician.
8. WAIVER, RELEASE AND LIMITATION OF LIABILITY: You hereby release and forever waive any and all claims You may have against Digital Physician, its officers, directors, employees, agents, consultants, information providers, licensors or suppliers for losses or damages You sustain in connection with your use of Digital Physician. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS EULA, IN NO EVENT SHALL DIGITAL PHYSICIAN, ITS LICENSORS, SUPPLIERS OR ANY THIRD PARTIES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, (INCLUDING WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, SICKNESS, DEATH, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) OR DAMAGES FOR LOSS OF PROFITS OR REVENUES THAT MAY RESULT FROM OR IN CONNECTION WITH USE OF (OR INABILITY TO USE) DIGITAL PHYSICIAN, OR ANY RELATED MATERIALS OR INFORMATION, WHETHER AS A CONSEQUENCE OF ANY OPERATIONAL FAILURE OF DIGITAL PHYSICIAN, INACCURACIES IN, OR ANY OMISSIONS FROM, THE INFORMATION, CONTENT OR DATA PROVIDED OR PROCESSED VIA DIGITAL PHYSICIAN, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR EVEN IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY. DIGITAL PHYSICIAN SHALL BE LIABLE ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED ONE HUNDRED DOLLARS ($100). Remedies under this EULA are exclusive and are limited to those expressly provided for in this EULA.
9. INDEMNITY: You agree to defend, indemnify, and hold Digital Physician, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, all medical decisions or actions with respect to the medical care, treatment and well being of patients, including but not limited to errors or omissions in treating the such patients, and any violation of this EULA.
10. GENERAL: Digital Physician makes no claims that Digital Physician software or content are appropriate or may be viewed, used or downloaded (if downloading is otherwise permitted by Digital Physician) outside of the United States. Access to Digital Physician may not be legal by certain persons or in certain countries. If You access Digital Physician from outside the United States, You do so at your own risk and are responsible for compliance with the laws of your jurisdiction. You expressly agree that exclusive jurisdiction for any dispute with Digital Physician, or in any way relating to your use of the Digital Physician, shall be governed and construed in accordance with the laws of the State of California, without reference to the principles of conflicts of laws thereof. You also irrevocably agree to the exclusive jurisdiction of the federal and state courts located in the State of California, County of Los Angeles. If any provision of this EULA is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this EULA, which shall remain in full force and effect. No waiver of any of this EULA shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
This HIPAA BUSINESS ASSOCIATE AGREEMENT ADDENDUM (the "BAA Addendum"), by and between Digital Physician and the above-referenced Client, is hereby incorporated into the above EULA and is effective as of the Effective Date of the Agreement.
A. Client and Digital Physician are parties to one or more agreements (each such agreement, a "Covered Contract," and collectively, the "Agreement") pursuant to which Digital Physician provides certain services to Client, and, in connection with those services, Client discloses to Digital Physician certain health information (the "Protected Health Information" as defined in 45 CFR §164.504) that is subject to protection under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), and certain regulations promulgated by the U.S. Department of Health and Human Services to implement certain provisions of HIPAA (herein "HIPAA Regulations" found at 45 CFR Parts 160-164).
B. Digital Physician, as a recipient of Protected Health Information from Client, is a "Business Associate" as that term is defined in the HIPAA Regulations.
C. Pursuant to the HIPAA Regulations, all Business Associates of entities such as Client must, as a condition of receiving Protected Health Information in the course of doing business with Client, agree in writing to certain mandatory provisions regarding, among other things, the use and disclosure of Protected Health Information.
D. The purpose of this Addendum is to satisfy the requirements of the HIPAA Regulations, including, but not limited to, 45 CFR §164.504(e), as the same may be amended from time to time.
OBLIGATIONS OF THE PARTIES
1. Scope of Use of Protected Health Information. Digital Physician may not: (a) use or disclose Protected Health Information it receives from Client for any purpose other than the purposes contemplated by the Agreement, as required or allowed under the HIPAA Regulations, or as otherwise required by law; or (b) use or disclose Protected Health Information in a manner that violates or would violate the HIPAA Regulations if such activity were engaged in by Client. Client hereby represents and warrants (i) that the execution and performance of this Addendum will not conflict with or violate any provision of any law having applicability to Client; (ii) that Client has the right to provide the Protected Health Information provided to Digital Physician under this Addendum; and (iii) that the use, provision of access and/or disclosure by Digital Physician of any Protected Health Information as authorized or contemplated by this Agreement will not conflict with or violate any provision of any law having applicability to either of the Parties, including, without limitation, HIPAA and the HIPAA Regulations, nor constitute a tort against any third party, nor constitute a breach of contractual obligations between any third party and Client.
2. Safeguards for the Protection of Protected Health Information. Digital Physician will use reasonable efforts to implement and maintain such business and technological safeguards as are necessary to ensure that the Protected Health Information disclosed between Client and Digital Physician is not used or disclosed by Digital Physician except as is provided in the Agreement.
3. Reporting of Unauthorized Use or Disclosure. Digital Physician shall promptly report to Client any use or disclosure of Protected Health Information of which Digital Physician becomes aware that is not provided for or permitted in the Agreement or the HIPAA Regulations. Digital Physician shall permit Client to investigate any such report in accordance with Section 8 of this Addendum.
4. Use of Subcontractors. To the extent that Digital Physician uses one or more subcontractors or agents to provide services under the Agreement, and such subcontractors or agents receive or have access to the Protected Health Information, Digital Physician shall either sign a Business Associate Agreement with such subcontractor or agent containing substantially the same restrictions and conditions related to the Protected Health Information as those that apply to Digital Physician under this addendum, or ensure that such subcontractor or agent agrees to implement reasonable and appropriate safeguards to protect such information consistent with the requirements of 45 CFR 164.314(a)(1)(i).
5. Data Transfer Security. Digital Physician will take reasonable measures to protect the security and integrity of the Protected Health Information when electronically transferring such information.
6. Access Security. Digital Physician will take reasonable security measures to protect the Protected Health Information from unauthorized access. Access to Digital Physician's computer networks and systems and the Protected Health Information will be controlled via a user ID and password. Digital Physician IS NOT RESPONSIBLE FOR ANY UNAUTHORIZED USE OR DISCLOSURE OF A USER ID OR PASSWORD, OR FOR ANY BREACH OF THIS ADDENDUM ARISING AS A RESULT OF ANY SUCH UNAUTHORIZED USE OR DISCLOSURE BY OR ON BEHALF OF CLIENT.
7. Authorized Access to and Alteration of Protected Health Information. In order to help ensure the accuracy of the Protected Health Information, Digital Physician, on an ongoing basis, will provide Client access for inspection to any such Protected Health Information then retained in Digital Physician's possession. If any of the Protected Health Information is found to be inaccurate or incomplete, Client may submit amendments or corrections to the Protected Health Information and Digital Physician shall promptly incorporate all such amendments or corrections. Digital Physician shall cooperate promptly with Client in responding to any request made by any subject of such information to Client to inspect and/or copy such information. Digital Physician may not deny Client access to any Protected Health Information if such information is requested by the subject seeking access to it.
8. De-identified Information. Provided that Digital Physician implements appropriate de-identification criteria in accordance with the Standards for Privacy of Individually Identifiable Health Information set forth in 45 C.F.R. §164.514(b), Client acknowledges and agrees that de-identified information is not Protected Health Information as defined in the applicable regulations and that Digital Physician may use such de-identified information for any lawful purpose.
9. Accounting, Audits, and Inspection.
a. Digital Physician will keep an accounting of all disclosures, outside its normal course of business, of the Protected Health Information (the "Disclosure Accounting") on an ongoing basis and maintain the Disclosure Accounting for a period of at least six (6) years. At a minimum, the Disclosure Accounting will contain (i) the date of the disclosure; (ii) the name of the entity or person who received the Protected Health Information and, if known, the address of such entity or person; (iii) a brief description of the Protected Health Information disclosed; and (iv) a brief statement of the purpose of the disclosure that reasonably informs the individual of the basis for the disclosure; or in lieu of such statement a copy of the subject's written authorization or request for disclosure pursuant to the HIPAA Regulations. Digital Physician will provide the Disclosure Accounting to Client or a subject individual within sixty (60) days of receiving a written request from Client or such subject individual.
b. Subject to compliance with Digital Physician's security requirements, the Secretary of Health and Human Services and/or Client, or their respective authorized agents or contractors, may, at their expense, examine Digital Physician's facilities, systems, procedures and records related to the Protected Health Information, as may be required to determine that Digital Physician is in compliance with the HIPAA Regulations, the Agreement or this Addendum. If it is determined that Digital Physician is in violation of the HIPAA Regulations, the Agreement or this Addendum, Digital Physician shall promptly remedy any such violation and shall certify the same in writing. The fact that Client inspects, or fails to inspect, or has the right to inspect, Digital Physician's facilities, systems and procedures does not relieve Digital Physician of its responsibility to comply with this Addendum, nor does Client's failure to detect, or to detect but fail to call Digital Physician's attention to or require remediation of any unsatisfactory practice, constitute acceptance of such practice or a waiver of Client's enforcement rights.
10. Right of Termination. In the event that Digital Physician breaches a material term of this Addendum and fails to cure such breach within thirty (30) days after receipt of written notice thereof, Client will have the right to terminate the relevant Covered Contract under which Client disclosed the Protected Health Information that is the subject of the relevant breach.
11. Effect of Termination. Upon the termination or expiration of a Covered Contract for any reason, Digital Physician, at its option, will either (i) return, delete, purge or destroy, all Protected Health Information received from Client under such Covered Contract that Digital Physician maintains in any form, or (ii) if Digital Physician determines that such return or destruction is not feasible, Digital Physician will continue to restrict such Protected Health Information in compliance with this Addendum.
12. Incorporation; Effect on Agreement. This Addendum is incorporated into and made part of each Covered Contract and in each case is subject to the terms and conditions set forth therein, provided that, in the event that a conflict arises between this Addendum and any Covered Contract (exclusive of this Addendum), the terms and conditions of this Addendum shall govern. Except as specifically required to implement the purposes of this Addendum, and otherwise except to the extent inconsistent with this Addendum, all other terms of the Agreement shall remain in full force and effect, and the Parties hereby ratify and affirm the Agreement except as superseded or modified by this Addendum.
13. Construction. This Addendum shall be construed as broadly as necessary to implement and comply with the HIPAA Regulations. The parties agree that any ambiguity in this Addendum shall be resolved in favor of a meaning that complies and is consistent with the HIPAA Regulations.