Who this applies to
These Terms & Conditions ("Terms") govern use of the Eadar Platform and Service by Users, User Administrators, Authorized Employees, and Guest Users of an Organization, facility, or provider that has contracted with Eadar or has been invited as a Guest User by a User with the privileges to invite users. Individual login by a user is additionally governed by the Eadar Terms of Use.
Note: These Terms are not the HIPAA or 42 C.F.R. Part 2 policy that governs the relationship between a patient and their treatment provider(s). Eadar has a Business Associate Agreement ("BAA") and/or a Qualified Service Organization Agreement ("QSOA") with the organization, facility, or provider that governs the use of any protected health information.
If you are a general visitor to eadarhealth.com, these Terms do not apply to you. Please refer to our Website Privacy Policy instead.
Eadar ("Eadar," "we," "us," or "our") provides its Platform (the "Platform" and "Service") to act as a connector between the record systems of the Organizations that use it and/or is a tool for Organizations to facilitate the sharing of records to its authorized Users, Administrative Users, Organizations, and/or Guest User(s) for a permitted purpose in accordance with Federal and/or State Law.
Your use of the Service is subject to the Software as a Service Agreement executed between your organization and Eadar (the "SaaS Agreement"), the BAA and/or QSOA, these Terms, and our Platform Privacy Policy. In the event of any conflict among these documents, the SaaS Agreement shall prevail; except that, with respect to the use, disclosure, privacy, or security of Protected Health Information or information subject to 42 C.F.R. Part 2, the BAA and/or QSOA shall prevail.
1. Definitions
"Authorized Employee" — any employee, agent, contractor, or other individual designated or permitted by a User to use the Service on the User's behalf.
"Guest User" — an individual at another organization or facility (generally a non-Eadar organization) to whom a User securely shares records through the Platform. A Guest User is invited by a User of an Organization(s), and receives records from, and for a permitted purpose, a User at an Organization.
"HIPAA" — the Health Insurance Portability and Accountability Act of 1996, as amended, together with the HITECH Act and its implementing regulations.
"HITECH Act" — the Health Information Technology for Economic and Clinical Health Act of 2009, as amended.
"Login Credentials" — the username, password, authentication factors, and any other access credentials issued to or created by a user for access to the Platform.
"Protected Health Information (PHI)" — has the meaning given at 45 C.F.R. § 160.103, limited to information Eadar creates, receives, maintains, or transmits on a User's behalf, and includes electronic protected health information (ePHI).
"Part 2 Records" — records subject to 42 C.F.R. Part 2 concerning the identity, diagnosis, prognosis, or treatment of a patient of a Part 2 program.
"Platform" or "Eadar Platform" — the Eadar software and platform through which Users, User Administrators, Authorized Employees, or Guest Users of Organizations securely and compliantly share patient information in accordance with applicable Federal and State law.
"SaaS Agreement" — the Software as a Service Agreement entered into between an Organization(s) and Eadar.
"Organization" — a legally formed entity (or entities) that entered into the SaaS Agreement with Eadar.
"User" — an individual that has been provided with a User Account for the Eadar Service.
"User Administrator" — an Authorized Employee with administrative privileges as designated by a User.
2. License
License Grant
Subject to these Terms, Eadar grants you a limited, non-exclusive, and non-transferable license to access and use the Service for your internal business purposes only, strictly in accordance with these Terms and the SaaS Agreement.
License Restrictions
You shall not:
- Copy, modify, translate, adapt, or otherwise create derivative works or improvements of the Service
- Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Service
- Remove, delete, alter, or obscure any trademark, copyright, patent, or other intellectual property notice from the Service
- Assign, sublicense, or otherwise transfer or make the Service available to any unauthorized person or third party
- Circumvent or test the security or authentication measures of the Service, or scan or probe it for vulnerabilities, without Eadar's prior written consent
3. Use of the Service
- You represent and warrant that your use of the Service complies with all applicable state, federal, and other laws and regulations
- You represent and warrant that any User Administrator and Authorized Employee is at least eighteen (18) years old and has the legal capacity to enter into a binding contract. The User that invites a Guest User is responsible for determining who is lawfully authorized to access a given record
- You agree to authorize the release of patient information only in a manner consistent with HIPAA and/or 42 C.F.R. Part 2, and you are solely responsible for obtaining, documenting, and validating all patient consents and authorizations required prior to directing any disclosure through the Service, and for ensuring each disclosure is within the scope of the applicable consent or authorization or for a permitted purpose that consent is not required
- You are responsible for obtaining the data network access necessary to use the Service
- Eadar reserves the right to refuse Service and terminate User Accounts at its discretion, with or without notice, as further described in the SaaS Agreement
42 C.F.R. Part 2 Redisclosure Acknowledgment
You acknowledge that records disclosed through the Service may be protected by 42 C.F.R. Part 2, and that federal law prohibits the recipient of such records from making any further disclosure except as expressly permitted by the written consent of the individual whose information is being disclosed, or as otherwise permitted by 42 C.F.R. Part 2. A general authorization for the release of medical or other information is not sufficient for this purpose. Federal law restricts any use of Part 2 Records to investigate or prosecute any patient with a substance use disorder, except as provided at 42 C.F.R. §§ 2.12(c)(5) and 2.65.
4. Users
The Service is offered to Users, User Administrators, Authorized Employees, and Guest Users. A Guest User is an individual invited by a User Administrator, or a User with privileges to add a Guest User, of an Organization. All such users are bound by these Terms.
- Users may create, or request to create, accounts for User Administrators, Authorized Employees, and Guest Users, and may designate User Administrators with administrative privileges
- You are and remain responsible for all use and activity occurring under your User Account and under the accounts of your User Administrators, Authorized Employees, and Guest Users, whether or not authorized by you
5. User Accounts and Credentials
- To use the Service you must have and maintain a User Account, and you agree to keep the account information accurate, complete, and current at all times
- You are solely responsible for protecting the security and confidentiality of your User Account and Login Credentials, and you agree not to share your Login Credentials with anyone
- You agree to notify Eadar without unreasonable delay after discovering any actual or suspected unauthorized access to or use of the Service or any User Account
- Eadar requires multi-factor authentication (MFA) to help prevent unauthorized access. By accessing the Service, you consent to receive MFA messages by SMS and/or email. MFA cannot be disabled for any account with access to PHI or Part 2 Records
6. User Generated Content
The Service may permit you to submit, upload, message, or otherwise publish text, audio, and visual content ("User Generated Content"). When you upload content or message other individuals through the Service, we collect, store, and process that content and those communications, including to investigate possible violations of these Terms. Accordingly, Eadar retains all rights in the content you, a User, Administrative User, or Guest User, submit to the Platform.
7. Fees and Payment Terms
Service Fees. You agree to pay all fees as detailed in your SaaS Agreement and its Schedule A. The SaaS Agreement governs pricing, invoicing, and payment terms.
Additional Fees. If you fail to pay Service Fees, Eadar may suspend your User Account, and a ten percent (10%) late fee will be added to all outstanding Service Fees, as provided in the SaaS Agreement.
8. Term and Termination
- You may terminate your individual use of the Service at any time by deactivating or deleting your User Account. Deactivation of a User Account does not terminate your organization's SaaS Agreement
- Eadar may suspend or terminate access as provided in the SaaS Agreement and these Terms
- Return or destruction of PHI and Part 2 Records following termination is governed by the SaaS Agreement, the BAA, and the QSOA. Nothing in these Terms limits Eadar's obligations under those instruments
- Provisions relating to intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution survive any termination
9. Intellectual Property and Confidentiality
The Platform and its content, features, and functionality belong exclusively to Eadar or its content suppliers. You may not use any of Eadar's trademarks, service marks, or other intellectual property without Eadar's express written consent. You agree to protect the confidentiality of Eadar's trade secrets and confidential information. PHI and Part 2 Records are not Eadar's confidential information and are governed exclusively by the BAA, the QSOA, and applicable law.
10. Disclaimers
Eadar is not a health care provider. Eadar is a service provider, Business Associate, and/or Qualified Service Organization. The Service is intended for the secure transfer, sharing, storage, processing, and analysis of medical or health information and other protected information, including information covered under HIPAA, 42 C.F.R. Part 2, and other applicable laws. It is the sole responsibility of the User to ensure that the sharing of information is done in accordance with applicable law for a permitted use.
11. Limitation of Liability
These limitations do not apply to liability that cannot be limited as a matter of law.
12. Indemnification
You agree to indemnify, defend, and hold harmless Eadar and its officers, directors, owners, principals, managers, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, claims, actions, judgments, settlements, penalties, costs, or expenses of any kind, including attorneys' fees, arising from or relating to your use or misuse of the Service, your breach of these Terms, or any disclosure directed by you that exceeded the scope of an applicable consent or authorization.
13. Dispute Resolution and Applicable Law
The laws of the State of Florida shall govern these Terms. Any dispute relating to your use of the Service shall be submitted to confidential, binding arbitration in the State of Florida, administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, except that Eadar may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information. Parties are equally, financially responsible in sharing the cost of the Arbitrator and each individual party is responsible for their own attorney's fees — unless the Arbitrator believes and indicates the dispute was filed in bad faith.
Waiver of Jury Trial. You knowingly, voluntarily, and intentionally waive the right to trial by jury with respect to any dispute arising out of these Terms.
No Class Action. You waive any right to participate in any class action, class-wide arbitration, private attorney-general action, or other representative proceeding. If this waiver is held unenforceable as to any claim, that claim shall proceed in court and is severed from arbitration.
14. Changes to These Terms
Eadar may modify these Terms from time to time. For any modification that materially and adversely affects your rights, Eadar will provide notice through the Platform or by email and, where the SaaS Agreement so requires, at least thirty (30) days in advance. Continued use of the Service after the effective date of a modification constitutes acceptance. It is your responsibility to review these Terms periodically.
15. General
Relationship to the SaaS Agreement. These Terms are incorporated into and subordinate to the SaaS Agreement, subject to the precedence stated above for PHI and Part 2 Records. Assignment, notices, and other general matters are governed by the SaaS Agreement.
Severability. If any provision of these Terms is deemed void, invalid, or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall continue in full force and effect.
Notice. Notices to Eadar should be sent in writing, by electronic mail, to Eadar LLC at admin@medrecordsrequest.com.
Questions. If you have any questions or concerns regarding these Terms, please contact us at admin@medrecordsrequest.com.
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