MedAllies End User Agreement

MedAllies, Inc., its subsidiaries, and its affiliated entities (as may be referred to herein as, “MedAllies” or “Company”) has authorized MEDITECH to enter into agreements under which End Users will have access to Company’s proprietary technology and services comprising an interoperable health information infrastructure (the “MedAllies Network”).  Such access is governed by these terms and conditions, and which are incorporated by reference into your agreement with MEDITECH.

1. CERTIFICATION.
   Company, pursuant to its certification authority under the Direct Project, launched in March 2010 as a part of the Nationwide Health Information Network ("Direct Network"), issues digital certificates (“Certificates”) to End Users of the MedAllies Network, who are health care providers ("Direct Subscribers or Direct Enabled Subscribers").  By incorporating these terms into your Agreement with MEDITECH, you authorize Company to perform certain digital certificate-related duties that are normally reserved for Certificate subjects, usually an entity’s equipment, personnel, or agents.  These duties include managing keys, registering devices, and authenticating personnel with Company and its Certificate systems, and installing, configuring, and managing issued Certificates.
2. CERTIFICATES.
   You authorize Company to request Certificates in your name and for your use and benefit.
3. AUTHORIZATION.
   You authorize Company to request, issue, verify, use, and manage Certificates and corresponding key sets.  You authorize Company’s employees and agents to communicate regarding the management of key sets and Certificates, and fulfill the roles related to Certificate issuance.  You are responsible for all Certificates requested by Company on your behalf until you send Company written notice that the authorizations provided under this Section 3 are revoked.  You hereby authorize Company and its employees to:
   • Request Certificates for domains and email addresses owned or controlled by you, and you represent that you have the exclusive right to use the domain or email address included in each Certificate, and
   • Request Certificates naming you or your equipment, employees, agents, or contractors as the subject.
4. DURATION. 
   The authorizations granted under this Section 1 will be effective during the period of time for which you pay the applicable fees for access to the MedAllies Network, unless otherwise terminated in accordance with the terms and conditions herein.  Certificates shall be authorized for a period not to exceed three (3) years.
5. ACCESS.
   In these terms and conditions, “you” refers to an individual or organization accessing or using the MedAllies Network. You shall have access to, and may utilize, the MedAllies Network only in accordance with these terms and conditions and the MEDITECH agreement.
6. USE.
   You are solely responsible for all data and information you submit to or through the MedAllies Network. In connection with your access to and use of the MedAllies Network, you shall comply with all applicable laws, regulations, rules, and policies of all relevant jurisdictions.  In addition, in connection with your use of the MedAllies Network, you shall not:
   1. allow, or use the MedAllies Network in any way that would allow, any third party's unauthorized access to the MedAllies Network;
   2. represent yourself as another or as a fictitious individual;
   3. disrupt or interfere with the MedAllies Network, or the operation or availability thereof;
   4. transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, harassing, or otherwise objectionable information or content of any kind, including, but not limited to, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law;
   5. post or transmit any information that violates or infringes in any way upon the rights of others;
   6. post or transmit any unsolicited advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes, or other unsolicited commercial communications, or engage in spamming or flooding, or any denial of service attack;
   7. post or transmit any data or information, in violation of applicable law, out of the country in which you reside;
   8. post or transmit any data or software that cannot be exported without prior government authorization;
   9. post or transmit any software or other information that contains a virus, trojan horse, worm, or other disabling device or harmful component; and
   10. modify, decompile, disassemble or reverse engineer the MedAllies Network or any software related thereto.
7. DIRECTORY.
   You authorize Company to list you as a subscriber in the Company’s Direct directory with the required identifying information so that your users are discoverable for any Direct enabled subscriber on an accredited Direct Network to send your users information over the network. As a subscriber, you may,  by submitting  a written request to Company,  opt out of being listed in the directory. Company shall not use your directory information in conjunction with any means, program, or device, or permit any other person to use your directory information in conjunction with any means, program, or device, including, but not limited to, advertising, instant messaging, and pop-up ads, to solicit business or to influence or attempt to influence for commercial purposes (through economic incentives or otherwise) any diagnostic or treatment-related decision of a health care provider
   
   Required identifying information is as follows:
   • Provider NPI
   • Provider First Name
   • Provider Middle Name
   • Provider Last Name
   • Provider Gender
   • Provider Credentials
   • Provider Specialty
   • Direct Address
   • Organization Name
   • Organization Address (Street, City, State, Zip
   • Organization Phone Number
   • Organization NPI
8. BUSINESS ASSOCIATE AGREEMENT.
   MEDITECH and Company have entered into a Business Associate Agreement (“BAA”) that is subject to and complies with to the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act, as enacted in Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009, Public Law No. 111-5 and its implementing regulations (the “HITECH Act”).  MEDITECH acknowledges and represents, on behalf of itself and its End Users, that the BAA attached to the Agreement as Exhibit 6 between MEDITECH and Company shall be incorporated herein by reference and will apply to such information.
9. SUSPENSION.
   MedAllies may immediately suspend your access to the MedAllies Network, in Company’s sole discretion, if Company reasonably determines through verifiable documentation that such access poses a patient safety or concern, possible unauthorized access to or disclosure of protected health information as defined under HIPAA, HTECH and the regulations promulgated under such legislation, or an immediate threat to the continued operation of the MedAllies Network.
10. LIMITATIONS OF THE MEDALLIES NETWORK.
    The MedAllies Network is intended to be used to transmit messages between participants in the MedAllies Network (“Participants”), including Participants that are health care providers.  There may be errors or omissions in the health information transmitted through the MedAllies Network.  Company does not and cannot independently verify or review any information transmitted through the MedAllies Network for accuracy or completeness.  You therefore acknowledge that:
    1. Company makes no representations or warranties of any kind with respect to the accuracy or completeness of any information or data transmitted through the MedAllies Network;
    2. Company is not a health plan or a health care provider;
    3. information received through the MedAllies Network is not a substitute for a health care provider’s professional judgment; and
    4. any decision regarding the appropriateness of treatment, or the validity or reliability of information transmitted through the MedAllies Network, is the sole responsibility of the applicable patient’s health care provider.
11. MISCELLANEOUS.
    These terms and conditions, including any documents incorporated by reference, constitute the entire understanding and agreement regarding the subject matter of these terms and conditions, and supersede all prior agreements, negotiations, representations, and communications, written and oral, with regard to the subject matter hereof.  These terms and conditions may only be amended by a written document.  You may not assign this Agreement without the prior written consent of Company.  Nothing in this Agreement shall be deemed to create any third-party beneficiary rights.  Any provisions of this Agreement that impose continuing obligations, or, by their nature or terms, are intended to survive and continue in force and effect after expiration or termination of these terms and conditions, shall remain in force and effect for so long as intended.
12. TRUSTED AGENT
    Each organization accessing the MedAllies network shall designate a trusted agent ("Trusted Agent"), ensure that person meets the requirements of a Trusted Agent, has undergone Trusted Agent training, and a Trusted Agent Agreement has been signed and notarized.