Terms of Use

The Clinical Lab Advisor website (“Website” or “Site”) provides an online introduction, booking and payment platform through which individuals with experience in relevant clinical laboratory specialties or functions, register as an advisor on the Website (each, an “Advisor”) to offer consultation and other services (“Consultation”) to individuals and entities seeking information (each, a “Client”).

These Website Terms of Use (the “Terms of Use”) apply to all users of the Website (“Users”) in connection with their use of the Website and the introduction, booking and payment services and other utilities and services made available through the Website (collectively, the “Services”).

These Terms of Use constitute a legal agreement between you and Clinical Lab Advisor, LLC, a Maryland Limited Liability Company (“Clinical Lab Advisor”). By registering to use the Website, you agree to be legally bound by the terms and conditions contained in these Terms of Use. 

Please read these Terms of Use carefully and, if you do not agree to any of the terms, do not proceed with registration or make use of the Website.

  1. Conditions of Use

1.1           You will not use the Website unless you are at least eighteen (18) years of age. If you register or agree to use the Website or any Services, or book a Consultation, on behalf of a business or organization, you must be duly authorized to contract on the business’ or organization’s behalf.

1.2           You are responsible to keep your Clinical Lab Advisor account password a secret and not to share your account with anyone else, and you acknowledge that you are responsible for anything that happens through your account.

1.3           You agree at all times to be bound and abide by applicable law (United States and foreign), as well as the terms and conditions of these Terms of Use and all other Clinical Lab Advisor policies and agreements which apply to you, including, without limitation, the Clinical Lab Advisor Privacy Policy.

1.4           You agree to carefully review the terms and conditions of these Terms of Use, and the other Clinical Lab Advisor policies and agreements which are relevant to you, before using the Website or any Services, or booking a Consultation. If you have any questions about which policies and agreements apply to you, or about specific terms, you should contact Clinical Lab Advisor at [email protected] 

1.5           You acknowledge that the terms of these Terms of Use, as well as of the other Clinical Lab Advisor policies and agreements (including, without limitation, the Privacy Policy), may change from time to time, and you agree to be bound by such changes as of their effective date, if you are subject to the relevant agreement or policy. While we will do our best to notify you of any such changes, it is your responsibility to check back on Clinical Lab Advisor website for updates.

1.5           No changes or updates in agreement or policy terms will be retroactive. If you do not agree to be bound by any updated terms, you must immediately discontinue use of the Website and any Services, and promptly contact us to terminate the agreement(s) by which you no longer agree to be bound. You may contact us for this purpose by emailing us at [email protected] 

1.6           Users agree that, unless otherwise agreed in writing by a Client and an Expert, the terms of Clinical Lab Advisor Client-Advisor Engagement Agreement will apply to each Consultation or other service which a Client books, and an Advisor agrees to perform, using Clinical Lab Advisor Website. Clinical Lab Advisor Client-Advisor Engagement Agreement is a template of basic legal terms which Clients and Advisors may agree in connection with services a Client requests from an Advisor. Users agree that Clinical Lab Advisor Client-Advisor Engagement Agreement is provided as a convenience to Users, and Clinical Lab Advisor makes no representations or warranties as to the legal or commercial adequacy of such agreement for Users’ purposes.  Clients and Advisors are free to agree additional or alternative terms between them and are not required to use the Client-Advisor Engagement Agreement for services performed by an Advisor resulting from a Client-Advisor introduction made through Clinical Lab Advisor Website. Users are strongly advised to consult with their own legal counsel as to the suitability and sufficiency of the Client-Advisor Engagement Agreement for such Users’ purposes.

1.7   Advisors have agreed to and are bound by the Non-Disclosure provision of the Terms and Conditions. If you are not a Advisor, you agree not to disclose or attempt to use or personally benefit from any Confidential Information, as defined below, you learn on Clinical Lab Advisor (Website), a password protected website.  This obligation shall continue until such time as the Confidential Information has become publicly known through no action of your own. Confidential Information shall include: (i) the existence, title and description of any Clinical Lab Advisor project; (ii) information about actual or potential business, investment or trading decisions or transactions of any Clinical Lab Advisor Client; (iii) any other confidential information of Clinical Lab Advisor or its Clients, and (iv) any intellectual property, including without limitation any trade secrets, know-how, or copyrighted information, of Clinical Lab Advisor or its Clients. If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Confidential Information, you agree to promptly and diligently notify Clinical Lab Advisor and cooperate fully with Clinical Lab Advisor in protecting such information to the extent possible under applicable law.

1.8   You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site and Services and Content. In connection with your use of our Site and Services, you may not and you agree that you will not:

  • violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;
  • use manual or automated software, devices, scripts robots, other means or processes to access, “scrape”, “crawl” or “spider” any web pages or other services contained in the Site, Services or Content;
  • use the Site or Services for any commercial or other purposes that are not expressly permitted by these Terms; copy, store or otherwise access any information contained on the Site, Services or Content for purposes not expressly permitted by these Terms;
  • infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
  • interfere with or damage our Site or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
  • use our Site or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
  • use our Site or Services in connection with the distribution of unsolicited commercial email (“spam”) or advertisements unrelated to lodging in a private residence;
  • “stalk” or harass any other user of our Site or Services or collect or store any personally identifiable information about any other user other than for purposes of transacting as a Clinical Lab Advisor User;
  • register for more than one Clinical Lab Advisor Account or register for a Clinical Lab Advisor Account on behalf of an individual other than yourself;
  • contact an Advisor for any purpose other than asking a question related to the Services, 
  • contact a User for any purpose other than asking a question related to the Services;
  • recruit or otherwise solicit any User to join third party services or websites that are competitive to Clinical Lab Advisor, without Clinical Lab Advisor’s prior written approval;
  • impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
  • use automated scripts to collect information or otherwise interact with the Site,  or Services;
  • use the Site and Services to find an Advisor and then complete a transaction independent of the Site or Services in order to circumvent the obligation to pay any fees related to Clinical Lab Advisor’s provision of the Services;
  • as an Advisor, submit any false or misleading information
  • post, upload, publish, submit or transmit any Content that: (i)infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v)promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
  • systematically retrieve data or other content from our Site or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
  • use, display, mirror or frame any individual element within the Site, Services or Clinical Lab Advisor’s name, any Clinical Lab Advisor trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Clinical Lab Advisor’s express written consent;
  • access, tamper with, or use non-public areas of the Site, Clinical Lab Advisor’s computer systems, or the technical delivery systems of Clinical Lab Advisor’s providers;
  • attempt to probe, scan, or test the vulnerability of any Clinical Lab Advisor system or network or breach any security or authentication measures;
  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Clinical Lab Advisor or any of Clinical Lab Advisor’s providers or any other third party (including another user) to protect the Site, Services, or Collective Content;
  • forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, or Collective Content to send altered, deceptive or false source-identifying information;
  • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, or Collective Content; or
  • advocate, encourage, or assist any third party in doing any of the foregoing.
  • harass Advisors to provide you with free help.
  • use low ratings or negative reviews to coerce Advisors into doing more for you, such as, but not limited to, additional work or lowering the charge.
  • be untruthful about an issue being unsolved just to receive a refund. 
  • spam requests or send Advisors messages about things that are unrelated to the Services provided by this Site.
  • recruit Advisors to join third party services that are potentially competitive to Clinical Lab Advisor. 

 

Clinical Lab Advisor will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Clinical Lab Advisor may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Clinical Lab Advisor has no obligation to monitor your access to or use of the Site, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Clinical Lab Advisor reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Clinical Lab Advisor, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site or Services.

  1. The Services

2.1           Clinical Lab Advisor may discontinue or change part or all of the Website or Services at any time, with or without notice to you.

2.2           Clinical Lab Advisor may deactivate your User profile at any time, with or without notice, and with or without cause.

2.3           If you make use of the Services, Clinical Lab Advisor may terminate your participation in the Services, with or without cause, and with or without notice to you. In the event Clinical Lab Advisor terminates your use of the Services: (i) if you are a Client, any pre-paid but unused fees which may have been paid by you to Clinical Lab Advisor will be refunded to you, and (ii) if you are an Advisor, any fees due to you but unpaid as of the date of termination will be paid.

2.4     If you believe that any content on the Site is in any way unlawful, defamatory, threatening, deceptive, misleading, subject to a confidentiality obligation, or constitutes material, non-public information, notify the Clinical Lab Advisor by emailing [email protected]

2.5     Clinical Lab Advisor prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that your intellectual property right (or such a right that you are responsible for enforcing) is infringed by any content on the Site, please write to Clinical Lab Advisor at the address shown below, giving a written statement that contains: (a) identification of the copyrighted work and/or intellectual property right claimed to have been infringed; (b) identification of the allegedly infringing material on the Site that is requested to be removed; (c) your name, address, and daytime telephone number, and an e-mail address if available; (d) a statement that you have a good faith belief that the use of the copyrighted work and/or exercise of the intellectual property right is not authorized by the owner, its agent, or the law; (e) a statement that the information in the notification is accurate, and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of the right that is allegedly infringed; and (f) the signature of the intellectual property right owner or someone authorized on the owner’s behalf to assert infringement of the right. Clinical Lab Advisor will process notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) 17 U.S.C. 512(c)(3). U.S. law provides significant penalties for submitting such a statement falsely. Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting further submissions. You may notify the Clinical Lab Advisor by emailing [email protected]

2.6     Users can register to join the Site by logging into your account with certain third party social networking sites (“SNS”) (including, but not limited to, Facebook and LinkedIn); each such account, a “Third Party Account”, via our Site, as described below. As part of the functionality of the Site and Services, you may link your Clinical Lab Advisor Account with Third Party Accounts, by either: (i) providing your Third Party Account login information to Clinical Lab Advisor through the Site or Services; or (ii) allowing Clinical Lab Advisor to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Clinical Lab Advisor and/or grant Clinical Lab Advisor access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Clinical Lab Advisor to pay any fees or making Clinical Lab Advisor subject to any usage limitations imposed by such third party service providers. By granting Clinical Lab Advisor access to any Third Party Accounts, you understand that Clinical Lab Advisor will access, make available and store (if applicable) any Content that you have provided to and stored in your Third Party Account (“SNS Content”) so that it is available on and through the Site and Services via your Clinical Lab Advisor Account and Clinical Lab Advisor Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be User Content for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personal information that you post to your Third Party Accounts will be available on and through your Clinical Lab Advisor Account on the Site and Services. Please note that if a Third Party Account or associated service becomes unavailable, or Clinical Lab Advisor’s access to such Third Party Account is terminated by the third party service provider, then SNS Content will no longer be available on and through the Site and Services. You have the ability to disable the connection between your Clinical Lab Advisor Account and your Third Party Accounts, at any time, by emailing [email protected]

2.7a   In consideration of the Services, Clinical Lab Advisor charges Users a fee (the “Service Fee”) based on a percentage of Appointment Fees collected. The Service Fee is deducted from the Appointment Fee payable to Advisors in respect of an Appointment. At the conclusion of each Appointment, Clinical Lab Advisor calculates the appropriate Appointment Fee, payable by the User, based on the duration of the Appointment and the applicable Appointment Fee Rate. After deducting the applicable Service Fee, Clinical Lab Advisor remits the balance of the Appointment Fee to the Advisor via its third party provider (www.stripe.com) or such other payment methods as may be listed on the Site, in U.S. dollars. Except as otherwise provided herein, Service Fees are non-refundable.

2.7b Users, not Clinical Lab Advisor, are solely responsible for honoring any confirmed Appointments. If Users choose to enter into a transaction with an Advisor by scheduling an Appointment via the Site, these Terms and other terms, conditions, rules and restrictions associated with such Appointment as set out in the Listing may apply. Users acknowledge and agree that they, and not Clinical Lab Advisor, will be responsible for performing the obligations of any such agreements, and Clinical Lab Advisor is not a party to such agreements and disclaims all liability arising from or related to any such agreements. Users agree to pay Clinical Lab Advisor all Appointment Fees due in connection with any Appointment. In order to initiate an Appointment, you understand and agree that Clinical Lab Advisor reserves the right, in its sole discretion, if you are paying for Services via credit card, to obtain a pre-authorization of your credit card or charge your credit card a nominal amount, not to exceed one U.S. dollar ($1), in order to verify your credit card. At the end of each Appointment, Clinical Lab Advisor will process and collect the Appointment Fees payable in accordance with these Terms and the terms of the Listing. Please note that Clinical Lab Advisor cannot control any fees that may be charged to a User by his or her bank related to Clinical Lab Advisor’s collection of the Appointment Fees, and Clinical Lab Advisor disclaims all liability in this regard.   

2.8   With your consent, we may use your mobile phone number to send you information, notifications and updates regarding the Site or Service. You acknowledge that any carrier charges arising from your mobile phone service (e.g. roaming charges, data usage, etc) will be completely born by you.

2.9   Users may purchase Clinical Lab Advisor Credits (“pre-paid credits”) to use on our site. If a user needs to refund any unused pre-paid credits, the user will be charged a credit refund fee, as determined by Clinical Lab Advisor. Pre-paid credits are refundable up to 90 days from the time of purchase, and redeemable up to 12 months from the time of purchase. Please contact us at [email protected] for questions or if a refund is requested.

  1. Disclaimer and Limitation of Liability

3.1          Advisors and Clients agree that Clinical Lab Advisor does not itself provide consultations or Advisor information. Clinical Lab Advisor shall not be party to, or responsible for the performance of the terms of any agreement between Advisors and Clients which may result from an introduction made through the Website, and Clinical Lab Advisor’ sole obligation with respect to such agreement will be to pay Advisor pursuant to the terms of the relevant Clinical Lab Advisor Client Services Agreement.

3.2           The Website and Services are not guaranteed to be available on a timely, error-free, or uninterrupted basis.

3.3           TO THE EXTENT PERMITTED BY LAW, CLINICAL LAB ADVISOR DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA AND NON-INFRINGEMENT. THE WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

3.4           CLINICAL LAB ADVISOR SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFIT OR REVENUE WHICH MAY RESULT FROM USE OF OR RELIANCE ON THE WEBSITE OR THE SERVICES.

3.5           UNDER NO CIRCUMSTANCES WILL CLINICAL LAB ADVISOR’S LIABILITY TO YOU OR ANY THIRD PARTY FOR DAMAGES ARISING IN CONNECTION WITH THE WEBSITE OR SERVICES EXCEED EITHER (A) $1,000, OR (B) THE TOTAL FEES PAID BY YOU TO CLINICAL LAB ADVISOR IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT WHICH GIVES RISE TO YOUR CLAIM, WHICHEVER IS LESS, WHETHER OR NOT CLINICAL LAB ADVISOR KNOWS, HAS REASON TO KNOW, OR IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

3.6           Some jurisdictions may not permit the limitation of liability as described above, so some or all of the described limitations may not apply to you.

3.7           Clinical Lab Advisor does not own, develop, endorse, and is not responsible for Advisor Content. The use of a company or entity name in Advisor biographical or employment information should not be construed as an express or implied endorsement by such company or entity of Clinical Lab Advisor or an express or implied endorsement by Clinical Lab Advisor of such company or entity. Advisors are not employees or under the supervision of Clinical Lab Advisor. Advisors have agreed to be bound by the Terms and Conditions and have represented, among other things, which they will not disclose information that is subject to a confidentiality obligation or participate in Services in violation of any agreements or duties owed to employers or other third parties. Clinical Lab Advisor relies on the accuracy of these representations of the Advisor and does not necessarily seek independent verification for every detail of their biographical data.

3.8   Clinical Lab Advisor welcomes and encourages Users to provide feedback, comments and suggestions for improvements to the Site and Services (“Feedback”). You may submit Feedback by emailing us at [email protected] You acknowledge and agree that all Feedback will be the sole and exclusive property of Clinical Lab Advisor and you hereby irrevocably assign to Clinical Lab Advisor and agree to irrevocably assign to Clinical Lab Advisor all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At Clinical Lab Advisor’s request and expense, you will execute documents and take such further acts as Clinical Lab Advisor may reasonably request you to assist Clinical Lab Advisor to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

3.9a   Pursuant to Sections 261 through 264 of the federal Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, (“HIPAA”), the Department of Health and Human Services has issued regulations to protect the security, confidentiality and integrity of health information. These regulations obligate Clinical Lab Advisor, as a “business associate” defined by HIPAA to these Covered Entities, to ensure that its agents, including its Subcontractors, that create, receive, maintain or transmit Protected Health Information on behalf of the business associate, agree to the same restrictions and conditions that apply to Business Associate with respect to such Protected Health Information. You, as an Advisor, agree to carefully review the terms and conditions of the subcontractor business associate agreement and sign said agreement before performing any consultations on the Site. 

3.9b This Section 3 will survive termination hereof for any reason.

  1. Enforceability of Terms

4.1           You agree that if any term of these Terms of Use is held by a court of competent jurisdiction to be invalid, unlawful or incapable of being enforced, then all conditions and provisions of this Agreement that can be given effect without such invalid, unlawful or unenforceable provision, shall nevertheless remain in full force and you agree to be bound by the remaining, enforceable terms, provided that the original intentions of you and Clinical Lab Advisor under this Agreement shall be maintained.

4.2           Any delay or omission by Clinical Lab Advisor to exercise any right or power arising from any breach or default by you in any of the terms of these Terms of Use shall not be construed to be a waiver by Clinical Lab Advisor of its rights in connection with such breach or default, or in connection with any subsequent breach or default by you of the same or other terms.

4.3     As a condition of your use of this Site, you agree to indemnify, defend and hold Clinical Lab Advisor, our officers, directors, employees, agents and representatives harmless from and against all claims, damages, losses, costs (including reasonable attorneys’ fees), or other expenses that arise directly or indirectly out of or from (a) your violation of the Terms; (b) your use of the Site; or (c) your violation of the rights of any third party.

  1. Ownership of Website Content, Service Marks and Logos

5.1           All content published on Clinical Lab Advisor website duly owned by or licensed to Clinical Lab Advisor and may not be reproduced or published, in whole or in part, by you without Clinical Lab Advisor’ prior written consent.

5.2           Clinical Lab Advisor is the service mark of Clinical Lab Advisor, LLC., a Maryland Limited Liability Company. 

5.3           Nothing herein is intended to transfer any ownership interest in the intellectual property of any party hereto.

  1. Governing Law; Jurisdiction and Venue

6.1           These Terms of Use shall be governed by the laws of the State of Maryland, USA, without regard to the conflicts of law provisions of any jurisdiction.

6.2           To the extent that any lawsuit is permitted under these Terms of Use, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in the State of Maryland, USA.

(A) This Notice

This Notice is issued by Clinical Lab Advisor, LLC a Maryland Limited Liability Company (“Clinical Lab Advisor”) and is addressed to individuals outside our organization with whom we interact, including customers, visitors to our Sites, and other users of our services (together, “you”). Defined terms used in this Notice are explained in Section (S) below.

For the purposes of this Notice, Clinical Lab Advisor is the Controller. Contact details are provided in Section (R) below.

This Notice may be amended or updated from time to time to reflect changes in our practices with respect to the Processing of Personal Data, or changes in applicable law. We encourage you to read this Notice carefully, and to regularly check this page to review any changes we might make in accordance with the terms of this Notice.

(B) Collection of Personal Data

We may collect or obtain Personal Data about you: directly from you (e.g., where you contact us); in the course of our relationship with you (e.g., if you book a consultation via our Site); when you make your Personal Data public (e.g., if you make a public post about us on social media); when you visit our Sites; when you register to use any of our Sites, or services; or when you interact with any third party content or advertising on a Site. We may also receive Personal Data about you from third parties (e.g., law enforcement authorities).

Collection of Personal Data: We may collect Personal Data about you from the following sources:

  • Data you provide: We may obtain your Personal Data when you provide it to us (e.g., where you contact us via email or telephone).
  • Relationship data: We may collect or obtain your Personal Data in the ordinary course of our relationship with you (e.g., we provide a service to you, or to your employer).
  • Advisor data: We may collect or obtain your Personal Data if you apply to become an Advisor.
  • Data you make public: We may collect or obtain your Personal Data that you manifestly choose to make public, including via social media (e.g., we may collect information from your social media or business networking profile(s)).
  • Site data: We may collect or obtain your Personal Data when you visit any of our Sites or use any features or resources available on or through a Site.
  • Registration details: We may collect or obtain your Personal Data when you use, or register to use, any of our Sites or services.
  • Third party information: We may collect or obtain your Personal Data from third parties who provide it to us (e.g., credit reference agencies; law enforcement authorities; etc.).

(C) Creation of Personal Data

We may create Personal Data about you (e.g., records of your interactions with us).

We may also create Personal Data about you, such as records of your interactions with us, our clients, or our Advisors.

(D) Categories of Personal Data we may Process

We may Process the following categories of Personal Data about you:

  • Personal details: given name(s); preferred name; and photograph (if provided).
  • Demographic information: date of birth; salutation; title; and language preferences.
  • Advisor data: With respect to Advisors (in addition to any other applicable category set out in this Notice), we also collect wireless device addresses (including text message addresses), payment information, professional biography, and other profiling information pertaining to your experience and expertise.
  • Contact details: address; telephone number; email address; and details of your public business networking profile(s) or online biographies.
  • Consent records: records of any consents you may have given, together with the date and time, means of consent and any related information (e.g., the subject matter of the consent).
  • Payment details: invoice records; payment records; billing address; payment method; bank account number; card or account security details; BACS details; SWIFT details; IBAN details; payment amount; and payment date.
  • Data relating to our Sites: device type; operating system; browser type; browser settings; IP address; language settings; dates and times of connecting to a Site; username; password; security login details; usage data; aggregate statistical information; internet service provider (ISP) details; referring and exit pages; and clickstream data.
  • Employer details: where you interact with us in your capacity as an employee, the name, address, telephone number and email address of your employer, to the extent relevant.
  • Views and opinions: any views and opinions that you choose to send to us, or publicly post about us on social media platforms.

(E) Legal basis for Processing Personal Data

In processing your Personal Data in connection with the purposes set out in this Notice, we may rely on one or more of the following legal bases, depending on the circumstances:

  • Consent: We may Process your Personal Data where we have obtained your prior, express consent to the Processing (this legal basis is only used in relation to Processing that is entirely voluntary – it is not used for Processing that is necessary or obligatory in any way);
  • Contractual necessity: We may Process your Personal Data where the Processing is necessary in connection with any contract that you may enter into with us (for instance if you are an Advisor, have applied for Advisorship, or are a Clinical Lab Advisor client);
  • Compliance with applicable law: We may Process your Personal Data where the Processing is required by applicable law;
  • Vital interests: We may Process your Personal Data where the Processing is necessary to protect the vital interests of any individual; or
  • Legitimate interests: We may Process your Personal Data where we have a legitimate interest in the Processing. 

(F) Sensitive Personal Data

We do not seek to collect or otherwise Process Sensitive Personal Data in the ordinary course of our business. Where it becomes necessary to Process your Sensitive Personal Data for any reason, we rely on one of the following legal bases:

  • Compliance with applicable law: We may Process your Sensitive Personal Data where the Processing is required or permitted by applicable law (e.g., to comply with our diversity reporting obligations);
  • Detection and prevention of crime: We may Process your Sensitive Personal Data where the Processing is necessary for the detection or prevention of crime (including the prevention of fraud);
  • Establishment, exercise or defense of legal rights: We may Process your Sensitive Personal Data where the Processing is necessary for the establishment, exercise or defense of legal rights; or
  • Consent: We may Process your Sensitive Personal Data where we have, in accordance with applicable law, obtained your prior, express consent prior to Processing your Sensitive Personal Data (this legal basis is only used in relation to Processing that is entirely voluntary – it is not used for Processing that is necessary or obligatory in any way).

If you provide Sensitive Personal Data to us, you must ensure that it is lawful for you to disclose such data to us, including ensuring that one of the legal bases set out above is available to us with respect to the Processing of those Sensitive Personal Data.

(G) Purposes for which we may Process your Personal Data

We may Process your Personal Data for the following purposes, subject to applicable law:

  • Provision of services: providing our Sites or services; providing services on request; and communicating with you in relation to those services.
  • Our Sites: operating and managing our Sites; providing content to you; displaying advertising and other information to you; communicating and interacting with you via our Sites; and notifying you of changes to any of our Sites, or our services.
  • Advisors: communicating with you regarding your Advisorship (or prospective Advisorship), and to keep you up to date with new developments at Clinical Lab Advisor. Additionally, as a Advisor, in accordance with the applicable Terms and Conditions, we may share your information with Clients and non-Client third parties for the purpose of providing services and promoting Clinical Lab Advisor’s business, including without limitation by displaying such information on Clinical Lab Advisor’s websites, print media and other materials (collectively, “Marketing Materials”). You may opt-out of this promotional use by contacting Clinical Lab Advisor at [email protected]
  • Communications: communicating with you via any means (including via email, telephone, text message, social media, post or in person) information in which you may be interested (e.g., upcoming Clinical Lab Advisor events, new product offerings, information relevant to you as a Clinical Lab Advisor client or Advisor), subject to ensuring that such communications are provided to you in compliance with applicable law; maintaining and updating your contact information where appropriate; and obtaining your prior, opt-in consent where required.
  • Communications and IT operations: management of our communications systems; operation of IT security systems; and IT security audits.
  • Financial management: sales; finance; corporate audit; and vendor management.
  • Surveys: engaging with you for the purposes of obtaining your views on our services.
  • Security: electronic security (including login records and access details).
  • Investigations: detecting, investigating and preventing breaches of policy, fraud, and violations of law, in accordance with applicable law.
  • Legal proceedings: establishing, exercising and defending legal rights.
  • Legal compliance: compliance with our legal and regulatory obligations under applicable law.
  • Improving our Sites, services: identifying issues with our Sites, or our services; planning improvements to our Sites, or our services; and creating new Sites, or services.
  • Recruitment and job applications: recruitment activities; advertising of positions; interview activities; analysis of suitability for the relevant position; records of hiring decisions; offer details; and acceptance details.

(H) Disclosure of Personal Data to third parties

We may disclose your Personal Data to:

  • you and, where appropriate, your appointed representatives;
  • legal and regulatory authorities, upon request, or for the purposes of reporting any actual or suspected breach of applicable law or regulation;
  • accountants, auditors, lawyers and other outside professional advisors to Clinical Lab Advisor, subject to binding contractual obligations of confidentiality;
  • third party Processors (such as payment services providers; survey partners, marketing outreach providers, cloud service providers, etc.), located anywhere in the world, subject to the requirements noted below in this Section (H);
  • any relevant party, law enforcement agency or court, to the extent necessary for the establishment, exercise or defense of legal rights;
  • any relevant party for the purposes of prevention, investigation, detection or prosecution of criminal offences or the execution of criminal penalties;
  • any relevant party if we believe disclosure is necessary and appropriate to prevent physical, financial, or other harm, injury, or loss;
  • any relevant third party acquirer(s), in the event that we sell or transfer all or any relevant portion of our business or assets (including in the event of a reorganization, dissolution or liquidation); and
  • any relevant third party provider, where our Sites use third party advertising, plugins or content. If you choose to interact with any such advertising, plugins or content, your Personal Data may be shared with the relevant third party provider. We recommend that you review that third party’s privacy policy before interacting with its advertising, plugins or content.

If we engage a third-party Processor to Process your Personal Data, the Processor will be subject to binding contractual obligations to: (i) only Process the Personal Data in accordance with our prior written instructions; and (ii) use measures to protect the confidentiality and security of the Personal Data; together, with any additional requirements, under applicable law.

Additionally, if you are an Advisor:

We may disclose your information to third parties, such as current and former employers and companies that you have provided services to or contracted with, for the purpose of confirming any consents or approvals that you may need to participate in Clinical Lab Advisor consulting project(s); To providers with whom we have partnered to facilitate surveys, compliance checks, and screenings; Our Clients (to the extent required by law, or by the relevant Client’s compliance policies) may disclose information about projects in which you were involved, for example your name and the amount you were paid on the project.

(I) International transfer of Personal Data

We may transfer your Personal Data to recipients in other countries. Where we transfer Personal Data from the European Economic Area (EEA) to a recipient outside the EEA that is not in an Adequate Jurisdiction, we do so on the basis of Standard Contractual Clauses.

Because of the international nature of our business, we may need to transfer your Personal Data within Clinical Lab Advisor, and to third parties as noted in Section (H) above, in connection with the purposes set out in this Notice. For this reason, we may transfer your Personal Data to other countries that may have different laws and data protection compliance requirements to those that apply in the country in which you are located.

Where we transfer your Personal Data from the EEA to recipients located outside the EEA who are not in Adequate Jurisdictions, we do so on the basis of Standard Contractual Clauses. You may request a copy of our Standard Contractual Clauses using the contact details provided in Section (R) below.

If you are located outside of the United States, you should be aware that the Personal Data you provide to us is being transmitted to us and Processed in the United States, and will be protected subject to this privacy policy and United States laws, which may not be as protective as the laws in your country. Please note that when you transfer any Personal Data directly to a Clinical Lab Advisor entity established outside the EEA, we are not responsible for that transfer of your Personal Data. We will nevertheless Process your Personal Data, from the point at which we receive those data, in accordance with the provisions of this Notice.

(J) Data security

We implement appropriate technical and organizational security measures to protect your Personal Data. Please ensure that any Personal Data that you send to us are sent securely.

We have implemented appropriate technical and organizational security measures designed to protect your Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, unauthorized access, and other unlawful or unauthorized forms of Processing, in accordance with applicable law.

Because the internet is an open system, the transmission of information via the internet is not completely secure. Although we will implement all reasonable measures to protect your Personal Data, we cannot guarantee the security of your data transmitted to us using the internet – any such transmission is at your own risk and you are responsible for ensuring that any Personal Data that you send to us are sent securely.

(K) Data accuracy

We take every reasonable step to ensure that your Personal Data are kept accurate and up-to-date and are erased or rectified if we become aware of inaccuracies.

We take every reasonable step to ensure that: your Personal Data that we Process are accurate and, where necessary, kept up to date; and that any of your Personal Data that we Process that are inaccurate (having regard to the purposes for which they are Processed) are erased or rectified without delay.

From time to time we may ask you to confirm the accuracy of your Personal Data.

(L) Data minimization

We take every reasonable step to limit the volume of your Personal Data that we Process to what is necessary.

We take every reasonable step to ensure that your Personal Data that we Process are limited to the Personal Data reasonably necessary in connection with the purposes set out in this Notice.

(M) Data retention

We take every reasonable step to ensure that your Personal Data are only retained for as long as they are needed in connection with a lawful purpose.

We take every reasonable step to ensure that your Personal Data are only Processed for the minimum period necessary for the purposes set out in this Notice. 

(N) Your legal rights

Subject to applicable law, you may have a number of rights regarding the Processing of your Relevant Personal Data, including but not limited to:

  • the right not to provide your Personal Data to us (however, please note that we may be unable to provide you with the full benefit of our Sites, or our services, if you do not provide us with your Personal Data – e.g., we may not be able to process your orders without the necessary details);
  • the right to request access to, or copies of, your Relevant Personal Data, together with information regarding the nature, Processing and disclosure of those Relevant Personal Data;
  • the right to request rectification of any inaccuracies in your Relevant Personal Data;
  • the right to request, on legitimate grounds:
    • erasure of your Relevant Personal Data; or
    • restriction of Processing of your Relevant Personal Data;
  • the right to object, on legitimate grounds, to the Processing of your Relevant Personal Data by us or on our behalf;
  • the right to have certain Relevant Personal Data transferred to another Controller, in a structured, commonly used and machine-readable format, to the extent applicable;
  • where we Process your Relevant Personal Data on the basis of your consent, the right to withdraw that consent (noting that such withdrawal does not affect the lawfulness of any Processing performed prior to the date on which we receive notice of such withdrawal, and does not prevent the Processing of your Personal Data in reliance upon any other available legal bases); and
  • the right to lodge complaints regarding the Processing of your Relevant Personal Data with a Data Protection Authority (in particular, the Data Protection Authority of the EU Member State in which you live, or in which you work, or in which the alleged infringement occurred, each if applicable).

This does not affect your statutory rights.

To exercise one or more of these rights, or to ask a question about these rights or any other provision of this Notice, or about our Processing of your Personal Data, please use the contact details provided in Section (R) below. Please note that: we may require proof of your identity before we can give effect to these rights; and where your request requires the establishment of additional facts (e.g., a determination of whether any Processing is non-compliant with applicable law) we will investigate your request reasonably promptly, before deciding what action to take.

(O) Cookies and similar technologies

When you visit a Site we may place Cookies onto your device, or read Cookies already on your device, subject always to obtaining your consent, where required, in accordance with applicable law. We use Cookies to record information about your device, your browser and, in some cases, your preferences and browsing habits. We may Process your Personal Data through Cookies and similar technologies, in accordance with Industry Standards.

(P) Terms of Use

Our Terms of Use govern all use of our Sites.

All use of our Sites, or our services is subject to our Terms of Use. We recommend that you review our Terms of Use regularly, in order to review any changes we might make from time to time.

(Q) Direct marketing

We may Process your Personal Data to contact you with information regarding services that may be of interest to you. You may unsubscribe for free at any time.

We may Process your Personal Data to contact you via email, telephone, direct mail or other communication formats to provide you with information regarding services that may be of interest to you. If we provide services to you, we may send information to you regarding our services, upcoming promotions and other information that may be of interest to you, using the contact details that you have provided to us and always in compliance with applicable law.

You may unsubscribe from our promotional email list at any time by simply clicking on the unsubscribe link included in every promotional email we send. After you unsubscribe, we will not send you further promotional emails, but we may continue to contact you to the extent necessary for the purposes of any services you have requested.

(R) Contact details

You may contact us at via post, email or via our online Contact Us form.

If you have any comments, questions or concerns about any of the information in this Notice, or any other issues relating to the Processing of Personal Data carried out by us, or on our behalf, please contact:

Legal Department

Clinical Lab Advisor

5257 Buckeystown Pike #444

Frederick, Maryland 21704

Email: [email protected]

(S) Definitions

  1. “Adequate Jurisdiction” means a jurisdiction that has been formally designated by the European Commission as providing an adequate level of protection for Personal Data.
  2. “Cookie” means a small file that is placed on your device when you visit a website (including our Sites). In this Notice, a reference to a “Cookie” includes analogous technologies such as web beacons and clear GIFs.
  3. “Controller” means the entity that decides how and why Personal Data are processed. In many jurisdictions, the Controller has primary responsibility for complying with applicable data protection laws.
  4. “Advisor” means any person who has executed a version of the Clinical Lab Advisor Terms & Conditions of Advisorship and not had their membership discontinued (either by Clinical Lab Advisor or at their request). 
  5. “Data Protection Authority” means an independent public authority that is legally tasked with overseeing compliance with applicable data protection laws.
  6. “EEA” means the European Economic Area.
  7. “Personal Data” means information that is about any individual, or from which any individual is directly or indirectly identifiable, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that individual.
  8. “Process”, “Processing” or “Processed” means anything that is done with any Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
  9. “Processor” means any person or entity that Processes Personal Data on behalf of the Controller (other than employees of the Controller).
  10. “Profiling” means any form of automated Processing of Personal Data consisting of the use of Personal Data to evaluate certain personal aspects relating to a natural person, in particular to analyze or predict aspects concerning that natural person’s performance at work, economic situation, health, personal preferences, interests, reliability, behavior, location or movements.
  11. “Relevant Personal Data” means Personal Data in respect of which we are the Controller.
  12. “Sensitive Personal Data” means Personal Data about race or ethnicity, political opinions, religious or philosophical beliefs, trade union membership, physical or mental health, sexual life, any actual or alleged criminal offences or penalties, national identification number, or any other information that may be deemed to be sensitive under applicable law.
  13. “Standard Contractual Clauses” means template transfer clauses adopted by the European Commission or adopted by a Data Protection Authority and approved by the European Commission.
  14. “Site” means any website operated, or maintained, by us or on our behalf.
  1. Fees, Consultation Minimums and Time Increments
  • Client shall pay Clinical Lab Advisor Fees pursuant to the terms of Client’s Client Services Agreement at such rates as are set forth on the Fees page of the Clinical Lab Advisor Website from time to time. Quoted Fees represent the net fees due to Clinical Lab Advisor, and are quoted and payable in United States Dollars.
  • Charges for Consultation with an Advisor are based upon the time booked with the Advisor and not the time used. For example, should the Client book a 60-minute Consultation with an Advisor, but only spend 45 minutes in the Consultation, Client will be charged for 60 minutes. 
  • Pre-purchased Credits shall be non-refundable for any reason other than termination for convenience of the Client Services Agreement by Clinical Lab Advisor.
  1. Cancellation Fees

(a) If Client cancels a confirmed consultation more than twenty-four (24) hours prior to the scheduled Consultation time, no fees will be charged for the Advisor Consultation.

(b) If Client cancels fewer than twenty-four (24) but more than twelve (12) hours before the scheduled call time, the Client will be charged 50% of the price of the Consultation based on the duration of Consultation that was booked.

(c) If Client cancels within twelve (12) hours of the scheduled time, the Client will be charged 100% price of the consultation based on the duration of Consultation that was booked.

  1. Joining Calls Late and No-Shows

(a) Client will be able to cancel a Consultation without penalty if the Advisor fails to join within fifteen (15) minutes after the scheduled start of the Consultation.

(b) If a booked Consultation has not been cancelled in advance of the scheduled Start Time, then in the event the Client does not join such Consultation within fifteen (15) minutes of the scheduled Start Time, the Advisor shall be permitted to terminate the Consultation at the fifteen (15) minute mark and Client will be charged in full based on the booked duration of the Consultation.

  1. If Client wishes to contract or hire an Advisor for a longer-term engagement, Client should advise Clinical Lab Advisor directly by emailing [email protected] and Clinical Lab Advisor will make reasonable efforts to facilitate such engagement with Advisor through Clinical Lab Advisor Website.
  2. In the event that Client receives a Consultation in excess of that booked through the Website, and Client’s total pre-paid Credits are insufficient to pay for such services, Client shall, no later than three (3) business days from receipt of notice from Clinical Lab Advisor, purchase additional Credits through the Website sufficient to pay the outstanding amount due.

All Advisors (hereinafter, “you”) shall comply with the following Consulting Guidelines:

You shall perform all services to Clients in a timely, diligent and professional manner consistent with highest international industry practice.

You agree not to perform services:

  • For a Client that is a direct competitor of a company for which you are a current director, trustee, officer, board member or employee, or for which you hold a similar position;
  • For a Client that you know to be acting on behalf of a company for which you are a current director, trustee, officer, board member or employee, or for which you hold a similar position;
  • Where the subject matter of the Services is a company for which you are a current director, trustee, officer, board member or employee, or for which you hold a similar position;
  • Where your participation would result in violation of law, breach of your obligations to a third party (such as confidentiality obligations), or give rise to a conflict of interest;
  • Of any kind while your current employer is the subject of a tender offer.
  • You will not provide investment, accounting, legal or medical advice to a Client, regardless of your professional designations or licensing.
  • You will not provide a Client with information which constitutes patient information or non-public information related to clinical trials.
  • If you are or were formerly an auditor, you will not provide a Client with information regarding a business, organization or individual that you or your business audited within three (3) years of the date of the relevant Client consultation.
  • You will not be compensated for any preparatory work you may choose to perform for a Consultation, unless otherwise expressly agreed between you and Clinical Lab Advisor in writing.
  • You will never disseminate false or misleading information about yourself, or inaccurately represent your experience, education, employment history or knowledge to Clinical Lab Advisor or any Client. You will promptly update Clinical Lab Advisor and Clients of any material change in information provided by you.

In order to use the Clinical Lab Advisor platform, Advisors on the platform grant permission to Clinical Lab Advisor, LLC and its agents, directors, officers, licensees, successors, and employees the royalty-free, perpetual, unlimited, worldwide right to use, distribute, publish, exhibit, digitize, broadcast, display, modify and create derivative works of, reproduce or otherwise exploit the Advisor’s name, picture, likeness and authored content (including any images, video footage or blog posts) (collectively“Media”), for any purpose (except in a defamatory manner) including, without limitation, rights to use for educational, advertising, non-commercial or commercial purposes in any manner or media format whatsoever, and including, without limitation, publication of the Media on the internet, and in printed form.

The Advisor hereby releases to Clinical Lab Advisor and its legal representatives for all claims and liability relating to said images, video, or authored content. Furthermore, the Advisor grants permission to use statements given during interviews, or blog posts, with or without my name, for the purpose of advertising and publicity without restriction. The Advisor waives my right to any compensation. 

Where a Client requests and pays for Advisor Services through the Clinical Lab Advisor Platform, and an Advisor provides such Advisor Services, Client and Advisor agree that the terms of this Client-Advisor Engagement Agreement will apply between Client and Advisor with respect to such Advisor Services, unless Client and Advisor otherwise expressly agree in writing. 

Clinical Lab Advisor is not a party to this Client-Advisor Engagement Agreement, and Client and Advisor may agree to additional or alternative terms with respect to the legal relationship between them. This Client-Advisor Engagement Agreement is provided as a convenience to Clients and Advisors, and Clinical Lab Advisor makes no representations or warranties as to the legal or commercial adequacy of such agreement for users’ purposes.  Users are strongly advised to consult with their own legal counsel as to the suitability and sufficiency of this Client-Advisor User Agreement for such users’ purposes.

CLINICAL LAB ADVISOR CLIENT-ADVISOR ENGAGEMENT AGREEMENT

WHEREAS, Clinical Lab Advisor, LLC (“Clinical Lab Advisor”) provides an online introduction, booking and payment platform (“Platform”) through which individuals with experience in relevant clinical laboratory specialties or functions (each, an “Advisor”) offer consultation and other services (collectively, the “Advisor Services”) to individuals and entities seeking information (“Clients”); and 

WHEREAS, Client has booked Advisor through the Platform to provide certain Advisor Services to Client and Advisor has agreed to provide such Advisor Services

NOW, THEREFORE, in consideration of the parties’ respective covenants, representations and warranties contained herein, Client and Advisor hereby agree as follows:

  1. Advisor Services

1.1           Advisor will provide Client such Advisor Services as Client may book and pay for in advance, or on-demand, through the Platform. Advisor may not assign the performance of any Advisor Services to a third party without Client’s prior written consent.

1.2           Advisor represents and warrants that Advisor possesses experience and knowledge in the subject areas of the Advisor Services, sufficient to qualify Advisor as an Advisor in such areas.

1.3       Advisor represents and warrants that Advisor is party to no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Client-Advisor Engagement Agreement, Advisor’s obligations to the Client hereunder, and/or Advisor’s ability to perform the Advisor Services. Advisor will not enter into any such conflicting agreement, relationship or commitment during the Term hereof. Advisor represents and warrants that Advisor will not offer consultation on material for which the Advisor is legally bound to hold confidential. 

  1. Creation and Ownership of Work Product

2.1           All work product delivered by Advisor to Client as part of the Advisor Services, including without limitation written reports, charts, graphs, tables, designs, and templates (collectively, “Work Product”) will be original work created solely by Advisor. To the extent any Work Product delivered by Advisor to Client contains third party content, Advisor agrees that such content will be clearly and conspicuously attributed to its legal owner.  Advisor agrees that Advisor will not incorporate third party intellectual property into any Work Product delivered to a Client without full legal authority (by license or otherwise) to do so.

2.2           All Work Product shall be deemed a “work for hire” and owned, as between the parties, exclusively by Client. Advisor hereby assigns any rights, title or interest of Advisor in the Work Product to Client.

  1. Confidentiality, Non-Disclosure and Non-Competition

3.1           “Confidential Information” means any non-public information provided by or on behalf of Client to Advisor in connection with Client obtaining the Advisor Services, including without limitation, the actual or anticipated business and/or products, research or development of the Client or the Client’s customers, or to the Client’s or the Client’s customers’ technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Client’s or the Client’s customers’ products or services and markets therefor, customer lists, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, finances, and other business information disclosed by or on behalf of Client to Advisor, either directly or indirectly, in writing, orally or by drawings. Notwithstanding the foregoing, Confidential Information shall not include any such information which Advisor can establish (i) was publicly known or made generally available prior to the time of disclosure to Advisor; (ii) becomes publicly known or made generally available after disclosure to Advisor through no wrongful action or inaction of Advisor; or (iii) is in the rightful possession of Advisor, without confidentiality obligations, at the time of disclosure.

3.2           During and after the term of this Client-Advisor Engagement Agreement, Advisor will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Advisor will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Advisor Services on behalf of the Client, or (ii) disclose the Confidential Information to any third party without the prior written consent of Client, except that Advisor may disclose Confidential Information to any third party on a need-to-know basis for the purposes of Advisor performing the Services; provided, however, that such third party is subject to written confidentiality, non-use and non-disclosure obligations at least as protective of Client and the Confidential Information as those contained in this Section 3 Advisor may also disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, Advisor shall provide prior written notice to Client and seek a protective order or such similar confidential protection as may be available under applicable law. Advisor agrees that no ownership of Confidential Information is conveyed to the Advisor.

3.3           Advisor agrees that Advisor will not publicly or privately disclose the fact that Advisor is providing, has provided, or in future may provide Services to Client, without such Client’s prior written permission.

3.4           Advisor acknowledges that it would be impossible for Client to maintain its business or to provide Confidential Information to Advisor if Advisor were to (i) use such information for purposes other than solely to provide Services to Client, or (ii) appropriate Client’s goodwill, or (iii) otherwise act so as to compete with Client.  Therefore, in consideration of Advisor’s engagement by Client hereunder, Advisor covenants that, during the Term of this Agreement and for a period of one (1) year following termination of the Agreement for any reason (said period to be extended by any period of violation of this covenant or period of time required for litigation or other action to enforce this covenant), Advisor shall not, whether as a business owner, employee, consultant or otherwise, engage in any business or activity in competition with Client’s business activities.  This paragraph shall survive termination of this Agreement for any reason.

  1. Advisor Services Are Non-Exclusive

4.1           The parties agree that Advisor’s engagement by Client pursuant to this Client-Advisor Engagement Agreement is non-exclusive, and Advisor remains free to provide third parties Advisor Services in the same subject areas as the Advisor Services provided to Client hereunder.

  1. Compliance with Applicable Law

5.1           Client and Advisor shall each at all times fully comply with applicable law (foreign and domestic) in connection with performance of their respective obligations hereunder.

  1. Limitation of Liability

6.1           Advisor shall seek to provide Client information which is as accurate and up-to-date as possible. However, Client acknowledges that information which Client obtains from Advisor may be inaccurate, incomplete, misleading, or otherwise unsuited to the purposes for which Client uses it. Client is solely responsible for how or whether to use any information obtained through the Advisor Services, and agrees that Advisor is not responsible for any damages or harm that may be incurred by Client, Client’s business or organization, or a third party, from use of or reliance on the Advisor Services, or any Work Product delivered by Advisor to Client in the course of the Advisor Services.

6.2           IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER THE DAMAGED PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

  1. Indemnification

7.1           Advisor agrees to indemnify and hold harmless the Client, and Client’s directors, officers and employees, from and against all actual losses, damages, liabilities, costs and expenses, including but not limited to attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Advisor, (ii) any breach by the Advisor of any of the covenants contained in this Client-Advisor Engagement Agreement, and (iii) any violation by Advisor of a third party’s intellectual property rights.

  1. Independent Contractor Status

8.1           It is the express intention of Client and Advisor, that Advisor perform the Advisor Services as an independent contractor to Client. Nothing in this Client-Advisor Engagement Agreement shall in any way be construed to constitute Advisor as an agent, employee or representative of the Client, or to create a joint venture between the parties.

  1. Compensation

9.1           Advisor acknowledges that Client has pre-paid, or paid on-demand, for the Advisor Services through the Platform.  As such, the Advisor shall receive payment for the Advisor Services through the Platform.  Advisor agrees that Advisor shall not be entitled to seek payment for the Advisor Services directly from Client.

  1. Term

10.1        The term of this Client-Advisor Engagement Agreement shall commence when Client books a consultation with Advisor on the Platform and shall terminate upon completion of such consultation.

  1. Notices

Notices and other communications hereunder from one party to another shall be by email to the other party’s email address which is provided in the Advisor Services booking confirmation generated by the Platform and sent to the parties at the time of booking.

  1. Governing Law; Jurisdiction and Venue

12.1        This Client-Advisor Engagement Agreement shall be governed by the laws of the State of Indiana, USA, without regard to the conflicts of law provisions of any jurisdiction.

12.2        To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in the State of Indiana, USA.

Clinical Lab Advisor website (“Website”) provides an online introduction, booking and payment platform (“Platform”) through which individuals with experience in relevant clinical laboratory specialties or functions (each, an “Advisor”) offer consultation and other services (collectively, the “Advisor Services”) to individuals and entities seeking information (“Clients”);

This Client Services Agreement applies to all Clients in connection with their use of the Website and the introduction, booking and payment services and other utilities and services made available through the Website, including without limitation any Consultations (collectively, the “Services”).

  1. Prepayment of Services Constitutes Agreement

1.1           Client agrees that, at the time that Client first purchases Services from Clinical Lab Advisor, Client indicates by such purchase that Client agrees to the terms and conditions of this Clinical Lab Advisor Client Services Agreement with Clinical Lab Advisor, LLC. (“Clinical Lab Advisor”), as well as to the terms of the Clinical Lab Advisor Privacy Policy, Terms of Use, Fee Policy, and other Policies noted on the the Website, as may be in effect from time to time.

1.2           Client acknowledges and agrees that the terms of this Client Services Agreement may change from time to time and that Client will be bound by such changes as of their effective date. No changes or updates in terms will be retroactive, and applicable fees are locked in at the time of booking. It is the responsibility of Client to check back on Clinical Lab Advisor website from time to time for updates to this policy. If Client does not agree with any change in terms, Client must immediately cease receiving Consultation and promptly notify Clinical Lab Advisor by emailing [email protected] 

1.3           Clinical Lab Advisor seeks to verify the credentials of all Advisors who participate in the Services. However, the Services are intended as an information resource and not an advisory service. As with any information resource, it is your responsibility to determine the quality and credibility of information obtained, as well as the reasonableness of relying on such information for a particular use.

1.4           Client acknowledges that each Advisor has the right to decline to answer questions at his or her discretion.  In order to reduce the risk of confidential information disclosures, Client agrees not to probe into topics related to an Advisor’s current employer and to not probe into other aspects of the Advisor’s experience Client knows, or should reasonably expect, to be confidential or proprietary.

  1. Responsibility for Use of Client Account

2.1           Where Client is an entity or organization, Client may authorize multiple users to access and utilize Client’s Clinical Lab Advisor account (each user, a “Team Member”). Client is responsible to ensure that each Team Member who accesses Client’s account is familiar with and abides by the terms and conditions of this Client Services Agreement. Client shall be responsible for any Team Member’s failure to comply with the terms and conditions of this Client Services Agreement, the Terms of Use or the Privacy Policy.

2.2           Client agrees to be responsible for and bound by all acts and omissions of Team Members in the course of Team Members’ use of Client’s Clinical Lab Advisor account, including without limitation Team Members’ purchase of Services and booking of Consultations.

  1. Fees

3.1           Client agrees to pay for all Services booked through the Website by Client at the rates set forth on Clinical Lab Advisor Website and pursuant to the terms and conditions of Clinical Lab Advisor Fee Policy, as each may be in effect as of the time a booking is made. Client agrees that Clinical Lab Advisor Client Fee Policy may change from time to time and it is Client’s obligation to check the Website prior to booking to confirm the fees, terms and conditions then in effect.

3.2           Clinical Lab Advisor will pay Advisors on behalf of Client, for all services that are pre-paid, or paid on-demand, by Client, and booked and received by Client through the Website. Clinical Lab Advisor will not be responsible to pay an Advisor for any services received by Client which are not pre-paid, or paid on-demand, by Client through Clinical Lab Advisor.

3.3           Client will not pay Advisor directly for any services booked by Client through the Website.

  1. Client-Advisor Engagement Agreement

4.1           If Client makes a booking with an Advisor through the Website, Client agrees that, as between Client and Advisor, the terms applicable to the services performed by Advisor as a result of such booking shall be as set forth in Client-Advisor Engagement Agreement, unless Client and Advisor otherwise agree in writing. If Client does not wish the terms of the Client-Advisor Agreement to apply to a particular booking, prior to making such booking Client should contact Clinical Lab Advisor in writing at [email protected] to make alternative arrangements.

  1. Client Consent to Recording of Consultations; Use of Recordings and Transcriptions

Client acknowledges and agrees that Client’s Consultations with an Advisor may be recorded and preserved by Clinical Lab Advisor, and used by Clinical Lab Advisor for quality control, or for the purpose of creating transcriptions. Client agrees that in the event Client receives copies of such recordings or transcriptions, Client will use the recordings and transcriptions for such purposes as Client may see fit, provided that Client shall not externally publish or broadcast the recordings, transcriptions or any portion thereof for general public consumption.

Likewise, Advisor acknowledges and agrees that Advisor’s Consultations with Client may be recorded and preserved by Clinical Lab Advisor, and used by Clinical Lab Advisor for quality control, or for the purpose of creating transcriptions. Advisor agrees that in the event Advisor receives copies of such recordings or transcriptions, Advisor will use the recordings and transcriptions for such purposes as Advisor may see fit, provided that Advisor shall not externally publish or broadcast the recordings, transcriptions or any portion thereof for general public consumption. Advisor releases rights to Clinical Lab Advisor to record calls with Client, store these recorded calls, and sell these recordings or transcripts of these recordings to the Client or the Client’s agents or duly authorized representatives.

  1. Limitation of Liability; Indemnification

6.1           Client agrees that information that Client obtains through the Website or Services, including without limitation through a Consultation, may be inaccurate, incomplete, misleading, or otherwise unsuited to the purposes for which the information is used. Client is solely responsible for how or whether to use any information obtained through the Website or Services, and agrees that Clinical Lab Advisor is not responsible for any damages or harm that may be incurred by Client, Client’s business or organization, or a third party from use of, or reliance on, information, content, a translation, transcription, or other services obtained through the Website or Services.

6.2           TO THE EXTENT PERMITTED BY LAW, CLINICAL LAB ADVISOR DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA AND NON-INFRINGEMENT. THE WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

6.3           CLINICAL LAB ADVISOR SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFIT OR REVENUE WHICH MAY RESULT FROM USE OF OR RELIANCE ON THE WEBSITE OR THE SERVICES.

6.4           UNDER NO CIRCUMSTANCES WILL CLINICAL LAB ADVISOR’S LIABILITY TO CLIENT OR ANY THIRD PARTY FOR DAMAGES ARISING IN CONNECTION WITH THE WEBSITE OR SERVICES EXCEED EITHER (A) $1,000, OR (B) THE TOTAL FEES PAID BY CLIENT TO CLINICAL LAB ADVISOR IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT WHICH GIVES RISE TO THE CLAIM, WHICHEVER IS LESS, WHETHER OR NOT CLINICAL LAB ADVISOR KNOWS, HAS REASON TO KNOW, OR IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

6.5           Client agrees to indemnify Clinical Lab Advisor for any damages incurred by Clinical Lab Advisor arising out of or in connection with Client’s breach of (i) applicable law; or (ii) any term or condition of this agreement.

6.6           This Section 6 will survive termination of this agreement for any reason.

  1. Publicity

7.1           Client agrees that Clinical Lab Advisor may publish Client’s name and logo among a list of Clinical Lab Advisor’ clients on the Clinical Lab Advisor website, unless otherwise requested by Client in writing by email to [email protected] 

7.2           This Section 6 shall survive termination of this agreement for any reason.

  1. Non-Circumvention

8.1           Client Will Not Accept, or Solicit Any Advisor to Provide, “Off-Platform” Services. Client agrees that for a period of one (1) year following the date of introduction through the Services of Client to an Advisor, Client will not directly or indirectly solicit or employ, or attempt to solicit or employ, such Advisor to work or provide services or information of any kind, to or on behalf of Client or any third party, other than as may be booked and paid for through the Services. (Services which are not booked or paid for through the Services are referred to herein as “Off-Platform Services”).

8.2           In the event that Client does engage an Advisor to provide Off-Platform Services in violation of this Section 8, Client agrees to pay Clinical Lab Advisor an Advisor Solicitation Fee in the amount of USD $2,5000, within fifteen (15) calendar days of Advisor agreeing to perform such Off-Platform Services.

8.3           This Section 8 shall survive termination of this Client Services Agreement for any reason.

  1. Term of Client Services Agreement

9.1           This Client Services Agreement will continue in effect, and apply to all Services and Consultations received by Client, until terminated by either Clinical Lab Advisor or Client pursuant to the terms hereof.

9.2           Clinical Lab Advisor may terminate this agreement at any time, with or without notice to Client.

9.3           Client may terminate this agreement upon seven (7) calendar days’ written notice to Clinical Lab Advisor, which notice shall be sent by email to [email protected] 

9.4           Within fifteen (15) calendar days from the date of termination for any reason, Client shall pay Clinical Lab Advisor pursuant to the terms hereof any outstanding amounts due from Client for Services received by Client prior to the date of termination.

  1. Governing Law; Jurisdiction and Venue

10.1        This Client Services Agreement shall be governed by the laws of the State of Maryland, USA, without regard to the conflicts of law provisions of any jurisdiction.

10.2        To the extent that any lawsuit is permitted under this Client Services Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in the state of Maryland, USA.

This Business Subcontractor Associate Agreement (“BAA”), effective as of the date registration on the site and acceptance of the terms and conditions associated with such registration and use (“Effective Date”), is entered into by and between Clinical Lab Advisor LLC (“Business Associate”) and the Advisor (“Subcontractor”). For purposes of this BAA, Business Associate and Subcontractor may each be referred to as a “Party” and collectively as “Parties.”  

WHEREAS, Business Associate has engaged Subcontractor to perform certain services for Business Associate or to otherwise assist in the performance or completion of Business Associate’s work for one or more Covered Entities and, in connection with such services, Subcontractor may create, receive, maintain, or transmit PHI from or on behalf of Business Associate or a Covered Entity, which information is subject to protection under the HIPAA Privacy & Security Rule and the HITECH Act; and

WHEREAS, pursuant to the HIPAA Privacy & Security Rule and the requirements of the HITECH Act, Business Associate and Subcontractor must agree in writing to certain mandatory provisions regarding the uses, disclosures, and safeguards relating to PHI; and

WHEREAS, this BAA sets forth the terms and conditions upon which Business Associate will disclose PHI to Subcontractor or will allow Subcontractor to create, receive, maintain, or transmit PHI for, or on behalf of, Business Associate.

NOW THEREFORE, in reliance on the mutual promises and covenants hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: 

  • DEFINITIONS
    1. General.  Unless otherwise specified in this BAA, all capitalized terms used and not otherwise defined herein shall have the meaning set forth in the HIPAA Privacy & Security Rule or the HITECH Act.
    2. Specific.  
  1. “Breach” means the acquisition, access, use, or disclosure of PHI in a manner not permitted by the HIPAA Privacy & Security Rule and  that compromises the security or privacy of PHI.
  2. “Downstream Entities” means any and all entities with which Subcontractor has contracted that will create, receive, maintain, or transmit PHI.
  3. “ePHI” means all PHI that is transmitted or maintained in electronic media.
  4. “HIPAA Privacy & Security Rule” means the Health Insurance Portability and Accountability Act of 1996, codified at 45 C.F.R. Parts’160 and 164 (”Privacy Rule”) and 45 C.F.R. Parts 160, 162 and 164 (”Security Rule”) including the requirements of the final modifications as issued on January 25, 2013, and the implementing regulations related to privacy, security, breach notification, and enforcement, as amended. 
  5. “HITECH Act” means Subtitle D of the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009, 42 U.S.C. §§l792I-I7954, and all associated existing and future implementing regulations, when and as each is effective.
  6. “HHS” means the U.S. Department of Health and Human Services and includes the Secretary of the U.S. Department of Health and Human Services and his or her disignee.
  7. “PHI” means “protected health information” as defined in 45 C.F.R §160.103, and is limited to the information created, received, maintained, or transmitted by Subcontractor (including by its Downstream Entities, if any) from or on behalf of Business Associate or Covered Entity.
  8. “Security Incident” means an attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system and involves only PHI that is created, received, maintained, or transmitted by or on behalf of Business Associate in electronic form.  Security Incident does not include attempted but unsuccessful security threats, including, but not limited to, “pings” and other broadcast attacks on Subcontractor’s firewalls, port scans, unsuccessful login attempts, denials of service, and any combination thereof, so long as there is no resulting unauthorized access, use, or disclosure of PHI.
  9. “Services” means only that part of the work performed by Subcontractor for or on behalf of Business Associate or its client Covered Entity, which involves the creation, receipt, use, maintenance, or transmission of PHI.
  10. “Unsecured PHI” means PHI that is not secured through the use of a technology or methodology specified by guidance issued by HHS from time to time.
  1. RESPONSIBILITIES OF SUBCONTRACTOR
    1. Permitted Uses and Disclosures.  Except as otherwise provided in this BAA, Subcontractor agrees to use PHI only as necessary to provide the Services contemplated by the Parties and Subcontractor agrees to limit disclosure of PHI, to the extent practical, to the minimum necessary to accomplish the intended purpose of such use or disclosure.  Moreover, Subcontractor will not use or further disclose PHI other than as permitted or required by this BAA or as required by law.
    2. Appropriate Safeguards.  Subcontractor agrees to establish, implement and maintain appropriate administrative, physical and technical safeguards to: (a) Prevent use or disclosure of PHI in violation of this BAA; and (b) reasonably protect the confidentiality, integrity, and availability of the ePHI that Subcontractor creates, receives, maintains, or transmits on behalf of Business Associate.  Without limiting the generality of the foregoing, Subcontractor agrees to protect the integrity and confidentiality of any PHI it electronically exchanges with Business Associate.  
    3. Reporting Incidents and Mitigating Damages.  Subcontractor agrees to report to Business Associate any use or disclosure of PHI not provided for by this BAA of which it becomes aware within forty-eight (48) hours after discovery, including Unsecured PHI and any Security Incident of which Subcontractor becomes aware.  Additionally, Subcontractor agrees to mitigate, to the extent practicable, any harmful effect of a use or disclosure of PHI by Business Associate or a Downstream Entity in violation of the requirements of this BAA.
    4. Breach Investigation and Risk Assessment.  In the event of a Breach, Subcontractor will: (a) cooperate with Business Associate and/or Covered Entity in investigating the Breach; and (b) prepare a written risk assessment of each Breach, which will be provided to Business Associate within three (3) days after Subcontractor learns of such Breach.  Subcontractor’s report will provide the following information in writing to Business Associate: (i) Identification of each individual who is the subject of Unsecured PHI that has been, or is reasonably believed by Subcontractor to have been accessed, acquired, or disclosed; (ii) a brief description of the events; (iii) date of the potential Breach; (iv) date of discovery; (v) type of PHI involved; (vi) any preliminary steps taken to mitigate the damage; (vii) a description of the investigatory steps taken, if any; (viii) identification of the steps Individuals who were the subject of the Breach should take to protect themselves; and (ix) other information as Business Associate and/or Covered Entity may reasonably request.  
    5. Breach Notification.  In the event of a Breach or Security Incident, Covered Entity will have the sole right to determine whether notice is to be given to any Individuals, regulators, law enforcement agencies, consumer reporting agencies, media outlets, HHS, or others as required by law or in Covered Entity’s discretion; the contents of such notice; the type of remediation, if any, that may be offered to affected Individuals; and the nature and extent of any such remediation.  If Covered Entity delegates to Business Associate the responsibility of determining whether a Breach has occurred and the responsibility for providing all legally required notifications on behalf of Covered Entity, then Business Associate shall investigate whether the Breach or Security Incident was caused by Subcontractor.  In the event Business Associate reasonably determines the Breach or Security Incident that occurred was caused by the acts or omissions of Subcontractor or a Downstream Entity, then Subcontractor will cooperate with Business Associate to: (a) provide a copy of the notification letter to be sent to Individuals and other required recipients for Covered Entity’s review and approval prior to mailing; and (b) provide the notifications in accordance with the notification requirements set forth in applicable data breach notification state laws.  Subcontractor will pay all reasonable and actual costs associated with such notifications, any remediation, or mitigation as directed by Covered Entity, and any legal fees incurred by Business Associate and/or Covered Entity associated with the Breach or Security Incident.
    6. Internal Practices.  Subcontractor agrees to make available its internal practices, books, and records relating to the use and disclosure of PHI to HHS for purposes of determining compliance with the HIPAA Privacy & Security Rule or this BAA.
    7. Disclosure Accounting.  Subcontractor agrees to document, and within fifteen (15) days after receiving a written request from Business Associate, Subcontractor will make available to Business Associate the information necessary to make an accounting of disclosures of PHI about an Individual, in accordance with 45 C.F.R. § 164.528. 
    8. Downstream Entities.  Subcontractor agrees that, as required by the HIPAA Privacy & Security Rule and the HITECH Act, Subcontractor will enter into a written agreement with Downstream Entities.  The agreement will: (a) require the Downstream Entities to comply with the privacy and security provisions of this BAA in the same manner as required of Subcontractor; and (b) notify such Downstream Entities that they will be liable for non-compliance with the HIPAA Privacy & Security Rule and the HITECH Act.  Accordingly, Subcontractor shall ensure that all Downstream Entities agree in writing to the same privacy and security restrictions, conditions, and requirements that apply to Subcontractor with respect to PHI. 
    9. Availability of Information.  To the extent that Subcontractor maintains PHI in a Designated Record Set, Subcontractor agrees to provide access to Business Associate, within fifteen (15) days after receiving a written request from Business Associate, to PHI in a Designated Record Set about an Individual, sufficient to allow compliance with the requirements of 45 C.F.R. §164.524.  Subcontractor will make such information available in an electronic format where required by the HITECH Act.
    10. Amendment of Information.  To the extent that PHI in Subcontractor’s possession constitutes a Designated Record Set, within fifteen (15) days after a written request by Business Associate, Subcontractor will make PHI available to Business Associate for purposes of making any amendments to PHI in accordance with 45 C.F.R. §164.526.
    11. Remuneration, Marketing, Fundraising, and Research.  Subcontractor will not, except for payments from Business Associate for the Services, directly or indirectly receive remuneration, financial or otherwise, in exchange for PHI.  Subcontractor will not use or disclose PHI for research, or engage in any uses or disclosures of PHI that may be classified as marketing or fundraising without first obtaining prior written permission from Business Associate. 
  1. RESPONSIBILITIES OF BUSINESS ASSOCIATE
  1. Increased Privacy Protections.  Business Associate will notify Subcontractor of restrictions on the use or disclosure of PHI that Business Associate has agreed to pursuant to 45 C.F.R. §164.522, to the extent any such restriction may limit Subcontractor’s ability to use or disclose PHI as permitted or required under this BAA or impose obligations on Subcontractor additional to, or inconsistent with, obligations assumed under this BAA. 
  2. Privacy Notice Limitations.  Business Associate will notify Subcontractor of limitations in Covered Entity’s Notice of Privacy Practices in accordance with 45 C.F.R. §164.520, to the extent that any such limitation may affect Subcontractor’s use or disclosure of PHI or impose obligations on Subcontractor additional to, or inconsistent with, obligations assumed under this BAA.  
  3. Changes in Permission.  Business Associate will notify Subcontractor of changes in or revocation of permission by an individual to use or disclose PHI, to the extent that any such change may affect Subcontractor’s use or disclosure of PHI or impose obligations on Subcontractor additional to, or inconsistent with, obligations assumed under this BAA. 

 

  • TERM AND TERMINATION 
  • Term.  This BAA becomes effective on the Effective Date and will continue in effect until all obligations of the Parties have been met, unless terminated as authorized in this Section 4.  In addition, certain provisions and requirements of this BAA will survive expiration or termination in accordance with Section 5.2 herein.
  • Termination for Cause.  Business Associate will have the right to terminate this BAA and all related agreements between the Parties if Subcontractor has engaged in a pattern of activity or practices that constitutes a material violation or breach of its obligations regarding PHI under this BAA.  Prior to terminating this BAA, Business Associate will provide Subcontractor with an opportunity to cure the material violation or breach.  If these efforts to cure the violation or breach are unsuccessful, as determined by Business Associate in its reasonable and sole discretion, then the Parties will terminate this BAA and all related agreements between the Parties as soon as administratively feasible.  If Business Associate determines that, in its sole discretion, Subcontractor has breached the terms of this BAA and such breach is not cured, but Business Associate decides that termination of the BAA is not feasible, then Business Associate may report such breach to HHS.
  • Termination by Subcontractor.  So long as any related agreement between the Parties pursuant to which Subcontractor provides Services is in effect, Subcontractor will have no right to terminate this BAA.
  • Effect of Termination.  Except as otherwise provided herein, the Parties agree that upon termination of this BAA for any reason, Subcontractor will destroy all PHI (including ePHI) in its possession and, within five (5) business days after termination of this BAA, Subcontractor will send a written certification to Business Associate confirming that all copies of PHI supplied by Business Associate to Subcontractor have been destroyed in a secure manner.  Subcontractor will comply with all reasonable directions provided by Business Associate with respect to the destruction of PHI.  In the event Subcontractor reasonably determines that destruction of the PHI is not feasible, Subcontractor will notify Business Associate of the conditions that make destruction not feasible.  
  • Cooperation.  The Parties will cooperate in good faith in all respects 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.
  1. INDEMNIFICATION

Subcontractor agrees to indemnify, defend, and hold harmless Business Associate and its client Covered Entities and each of their respective, employees, directors, members, professional staff, representatives, and agents (collectively, “Indemnitees”) from and against any and all claims (whether in law or in equity), losses, obligations, liabilities, actions, lawsuits, debts, judgments, fines, penalties, damages, expenses (including attorney’s fees), or costs incurred by the Indemnitees which arise or result from: (a) a Breach or a Security Incident caused by Subcontractor or a Downstream Entity; (b) a violation of the HIPAA Privacy & Security Rule or HITECH Act by Subcontractor or a Downstream Entity; or (c) a breach by Subcontractor of any of the terms and conditions of this BAA.  

  • MISCELLANEOUS
  • Interpretation and References.  In the event of an inconsistency between the provisions of this BAA and a mandatory term of the HIPAA Privacy & Security Rule or the HITECH Act (as these terms may be amended from time to time by HHS or as a result of interpretations by HHS, a court, or another regulatory agency with authority over the Parties), the interpretation of HHS, such court, or such regulatory agency shall prevail.  Where provisions of this BAA are different from those mandated by the HIPAA Privacy & Security Rule or the HITECH Act, but are nonetheless permitted by law, the provisions of this BAA will control.  In the event of an inconsistency between this BAA and any other agreement currently in effect between the Parties, the provisions of this BAA will control with respect to the subject matter contained herein. 
  • Survival.  Sections 2.3, 2.4, 2.5 4.2, 4.4, 5, and 6.5 will survive the expiration or termination for any reason of this BAA.
  • Governing Law.  This BAA is governed by the laws of the State of Indiana.   The federal and state courts located in Madison County, Indiana will have jurisdiction to adjudicate any dispute arising out of or relating to this BAA. Each Party consents to the jurisdiction of such courts and waives any right it may have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise.
  • Independent Contractor.  Subcontractor, including its directors, officers, members, employees and agents, is an independent contractor and not an agent or partner of Business Associate or a member of its workforce.  Without limiting the generality of the foregoing, Business Associate will have no right to control, direct, or otherwise influence Subcontractor’s conduct in the course of performing the Services, other than through the enforcement of this BAA or the mutual amendment of the same.
  • No Third Party Beneficiaries.  The Parties agree there are no intended third party beneficiaries under this BAA.  Nothing express or implied in this BAA is intended to confer upon any person, other than the Parties and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.  

The Parties acknowledge and agree to this BAA as of the Effective Date.