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special or consequential damages, even if advised of the possibility of such damages. <br /> 11. Communications. "The Business" acknowledges that communications with the Primary Care Provider shall be <br /> conducted via secure and encrypted messaging within an Application"App". "The Business"acknowledges that all such <br /> communications may become a part of the medical record. The "App" allows for messaging regarding any "protected <br /> health information" (PHI) (as that term is defined in the Health Insurance Portability and Accountability Act(HIPAA) <br /> of 1996 and its implementing regulations). This may include forms of communication such as messaging, video chat, <br /> and document sharing; all of which is securely encrypted and meet the stringent privacy standards required to protect <br /> sensitive health information. If"The Business" or any member chooses not to communicate via the "App" then the <br /> Member is required to complete, at time of enrollment,the information included in Appendix 2. <br /> 12. Change of Law. If there is a change of any law, regulation or rule, federal, state or local, which affects the Agreement <br /> including these Terms & Conditions, which are incorporated by reference in the Agreement, or the activities of either <br /> party under the Agreement, or any change in the judicial or administrative interpretation of any such law, regulation or <br /> rule, and either party reasonably believes in good faith that the change will have a substantial adverse effect on that <br /> party's rights,obligations or operations associated with the Agreement,then that party may,upon written notice,require <br /> the other party to enter into good faith negotiations to renegotiate the terms of the Agreement including these Terms & <br /> Conditions. If the parties are unable to reach an agreement concerning the modification of the Agreement within forty- <br /> five (45) days after the date of the effective change, then either party may immediately terminate the Agreement by <br /> written notice to the other party without penalty or further obligation by each party. <br /> 13. Severability. If for any reason any provision of this Agreement shall be deemed by a court of competent jurisdiction to <br /> be legally invalid or unenforceable in any jurisdiction to which it applies,the validity of the remainder of the Agreement <br /> shall not be affected,and that provision shall be deemed modified to the minimum extent necessary to make that provision <br /> consistent with applicable law and in its modified form, and that provision shall then be enforceable. <br /> 14. Reimbursement for services rendered.If this Agreement is held to be invalid for any reason,and if Frontier is therefore <br /> required to refund all or any portion of the monthly fees paid by"The Business,""The Business"agrees to pay Frontier <br /> an amount equal to the reasonable value of the Services actually rendered to "The Business" during the period of time <br /> for which the refunded fees were paid. <br /> 15. Amendment.No amendment of this Agreement shall be binding on a party unless it is made in writing and signed by all <br /> the parties.Notwithstanding the foregoing,Frontier may propose an amendment to this Agreement to the extent required <br /> by federal, state, or local law or regulation("Applicable Law")by sending"The Business"forty-five(45)days advance <br /> notice of any such proposed change and the Applicable Law. "The Business"then has thirty (30)days from the date of <br /> receipt of such proposed amendment to reject or adopt any such proposed amendment. In the absence of an adoption of <br /> the proposed amendment, this Agreement shall terminate in accordance with Section 8. Any such amendments as <br /> described herein will only take effect upon the execution of a written amendment or similar document signed by both <br /> parties.Moreover,if Applicable Law requires this Agreement to contain provisions that are not expressly set forth in this <br /> Agreement, then, to the extent necessary, such provisions shall be incorporated by reference into this Agreement and <br /> shall be deemed a part of this Agreement as though they had been expressly set forth in this Agreement. <br /> 16. Assignment. This Agreement may not be assigned or transferred by the parties without the consent of the other Party. <br /> 17. Relationship of Parties.Nothing contained in this Agreement shall be interpreted or construed as creating a partnership, <br /> joint venture, or fiduciary relationship of principal and agent between the Parties; it being understood that the sole <br /> relationship created is one of independent contractor.It is understood and agreed that the Parties shall not have any right, <br /> power,or authority to act or create any obligation, expressed or implied, on behalf of the other Party. <br /> 4 <br />