TERMS AND CONDITIONS OF USE 

By partnering with us you are agreeing to the following Terms and Conditions of Use Agreement (“Agreement”), effective upon completion of your
re-onboarding Discovery Call. These Terms and Conditions of Use are entered into by and between Your Orthodontic Practice (“Covered Entity”) and Retainers For Life LLC (the “Company”). 

Term. This Agreement shall remain in effect for the duration of Covered Entity’s relationship with Company and shall apply to all services and/or supplies delivered by the Company pursuant to this Agreement. 

Repayment of Services Rendered. By engaging with the Company and selling Company’s services and products, Covered Entity acknowledges considerable expense, estimated to be eight thousand five hundred dollars ($8,500) (the “Prior Services Balance”), has been incurred by the Company to market, train, and coordinate on behalf of or in conjunction with Covered Entity in preparation of launching Company’s services with Covered Entity.  Covered Entity further acknowledges that payments will not be made from Company to Covered Entity until the Prior Services Balance has been recouped by Company through sales of Company’s products and services. 

Continuation of Company’s Services. Company acknowledges that Covered Entity may wish to terminate their relationship with the Company.  Covered Entity acknowledges Company must still be able to provide services to the Company’s customers acquired through the Company’s relationship with Covered Entity.  If Covered Entity wishes to terminate their relationship with the Company, then Covered Entity agrees to make all reasonable attempts to secure an alternative location for scanning Company’s customers in the Covered Entity’s local area. 

BUSINESS ASSOCIATE AGREEMENT  (HIPAA)
HIPAA Assurances. In the event Company creates, receives, maintains, or otherwise is exposed to personally identifiable or aggregate patient or other medical information defined as Protected Health Information (“PHI”) in the Health Insurance Portability and Accountability Act of 1996 or its relevant regulations (“HIPAA”) and otherwise meets the definition of Company as defined in the HIPAA Privacy Standards (45 CFR Parts 160 and 164), Company shall: 

1. Recognize that HITECH (the Health Information Technology for Economic and Clinical Health Act of 2009) and the regulations thereunder (including 45 C.F.R. Sections 164.308, 164.310, 164.312, and 164.316), apply to a business associate of a covered entity in the same manner that such sections apply to the covered entity; 
2. Not use or further disclose the PHI, except as permitted by law; 
3. Not use or further disclose the PHI in a manner that had the Covered Entity done so, would violate the requirements of HIPAA; 
4. Use appropriate safeguards (including implementing administrative, physical, and technical safeguards for electronic PHI) to protect the confidentiality, integrity, and availability of and to prevent the use or disclosure of the PHI other than as provided for by this Agreement; 
5. Comply with each applicable requirements of 45 C.F.R. Part 162 if the Company conducts Standard Transactions for or on behalf of the Covered Entity; 
6. Report promptly to the Covered Entity any security incident or other use or disclosure of PHI not provided for by this Agreement of which Company becomes aware; 
7. Ensure that any subcontractors or agents who receive or are exposed to PHI (whether in electronic or other format) are explained the Company obligations under this paragraph and agree to the same restrictions and conditions; 
8. Make available PHI in accordance with the individual’s rights as required under the HIPAA regulations; 
9. Account for PHI disclosures for up to the past six (6) years as requested by Covered Entity, which shall include:  
10. dates of disclosure; 
11. names of the entities or persons who received the PHI; 
12. a brief description of the PHI disclosed; and  
13. a brief statement of the purpose and basis of such disclosure; 

1. Make its internal practices, books, and records that relate to the use and disclosure of PHI available to the U.S. Secretary of Health and Human Services for purposes of determining Customer’s compliance with HIPAA; and 
2. Incorporate any amendments or corrections to PHI when notified by Customer or enter into a Company Agreement or other necessary Agreements to comply with HIPAA. 

Protected Health Information upon Termination. Upon the termination of this Agreement, in order to continue providing goods and/or services to Company’s customers, Company shall retain all PHI received from the Covered Entity or created or received by Company on behalf of the Covered Entity in which Company maintains in any form. Disclosure of any PHI shall be used or disclosed solely required by law for so long as Company maintains such Protected Health Information. 

No Third-Party Beneficiaries. The parties agree that this Agreement shall apply only to themselves and are not for the benefit of any third-party beneficiaries. 

Amendment. Company may amend this Agreement from time to time as necessary to allow for compliance with the Privacy Standards, the Standards for Electronic Transactions, the Security Standards, or other relevant state or federal laws or regulations created or amended to protect the privacy of patient information. Company will notify Covered Entity in writing of all such amendments made. 
Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the then most current version of HIPAA and the HIPAA privacy regulations. 
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Definitions. Capitalized terms used in this Agreement shall have the meanings assigned to them as outlined in HIPAA and its related regulations.