TERMS OF SERVICE (Revance Pilot)
1.Terms of Service Version Date: May 12, 2026.
2.Agreement and Application of Terms. These Terms of Service (the “Terms”) are the binding agreement between You, Our customer (the “Customer”, “You”, or “Your”), and Derm Resource Group (“DRG”, “We”, “Our”, or “Us”), for the use of Our website(s) (together, the “DRG Website”), e-commerce store(s) We create for You (“Your Store”) and the order of, purchase of, and/or payment for Your Store and/or the products and services offered on the DRG Website or Your Store. All products and services We or third parties offer on or in connection with the DRG Website and/or Your Store, including, without limitation, the Content (as defined below), the License (as defined below), Your Store, the DRG Website, and/or any other products and services together We or third parties offer are referred to as the “Services.” All products and services You offer on Your Store together are referred to as “Your Services.” Our suppliers, Our marketing partners, including, without limitation, Revance, that subsidize or provide other incentives in connection with the Services or Your Services, and each of their suppliers, are together referred to as “Our Suppliers.” You accept the Terms by the earlier of click-through acceptance mechanisms for the Terms provided by DRG, if any, or by any use, order, or purchase of the Services or Your Services by You, Your patients (the “Patients”) or other users (the “Users”) (all together, the “Acceptance”). If You permit Your Patients or Users to use, purchase, and/or pay for Your Services and/or the Services, You agree that, in Your Store, we may include terms that will cause Your Patients and Users to agree to site user terms and conditions and to agree that We may enforce the site user terms and conditions against Your Users and Patients. You also agree that We may block, or otherwise restrict use of Our Services, by Your Users and Your Patients, who refuse to agree to and be bound by the site user terms and conditions. Your Users and Patients are not beneficiaries of these Terms, have no rights under these Terms, and may not enforce these Terms against Us. You, and not We, are solely responsible for Your products and services and Your relationships with Your Users and Patients. You, and not We, are solely responsible for causing Your Store to be accessible to You, Your Users, and Your Patients, in accordance with applicable laws, rules, regulations and orders.
3.Changes in Terms. We may change the Terms by posting revised Terms on the DRG Website or by giving You electronic or written notice of changed Terms. Electronic notice includes posting on the DRG Website and notice by email or by other electronic means We determine (all together, “Electronic Notice”). You agree that the DRG Website posting, written notice, or other Electronic Notice of changed Terms is actual notice of changed Terms. You accept changed Terms by the earlier of click-through acceptance mechanisms for the changed Terms provided by DRG, if any, any use, order, or purchase of the Services or Your Services by You, Your Patients, or Your Users, after posting of changed Terms on the DRG Website or after DRG has given You Electronic Notice or written notice of changed Terms.
4.DRG License to You and Ownership of DRG Website and Content. Provided that You, Your Users, and Your Patients comply fully with these Terms, We grant You, Your Users, and Your Patients a personal, non-transferable, non-exclusive, revocable, limited license (“License”) to use the DRG Website, Our content on the DRG Website and/or Your Store (“Content”), and Your Store solely for the use, order, purchase, and/or payment for the Services and/or Your Services (together, the “License Purpose”). You accept the Services upon the earliest to occur of the following: (a) access to, use of, order of, purchase of, and/or payment for the Services and/or Your Services by You, Your Users, and/or Your Patients; or (b) the expiration of ten (10) business days after DRG notifies You that the Services and/or Your Services are available for order, use, and/or purchase by You, Your Users, and/or Your Patients. Except as otherwise expressly permitted by the Terms, You, Your Patients, and Your Users will not: (a) access, copy, disclose, or use any part or all of the Services, except for the License Purpose; (b) reverse engineer, decompile, or otherwise attempt to discover source code for all or any part of the Services; (c) create derivative works from the Services; or (d) sell, resell, lease, sublease, license, sublicense, encumber, or otherwise dispose of or transfer the all or any part of the Services (together, the “License Conditions”). The foregoing License Conditions shall not apply to Customer Information (as defined below) that You provide and license to Us. This License shall automatically terminate upon the first to occur of the following: (s) termination of the Terms; (t) Your breach of any of the Terms; (u) Your failure to pay Us any amount when due; or (v) termination of use by You of the Services. Upon termination of the License, You will cease all use the Services and You will cause Your Users and Patients to terminate their order, purchase, and/or use of the Services and Your Services. You agree: (w) We and/or Our Suppliers are, and will remain, as applicable, the exclusive owners of the Services (as defined above, these are Services provided by Us or by third parties, and not by You), derivatives thereof, and all intellectual property rights therein; and (x) We are, and will remain, the exclusive owner of all information provided by You, Your Users and/or Your Patients that is about Your Users and/or Your Patients from which identifying information concerning Your Users and/or Your Patients has been removed by or for Us (all together, “De-Identified Information”). De-Identified Information is anonymous and does not identify particular persons. De-Identified Information excludes information that identifies particular persons who are Your Users and/or Your Patients under this Agreement and that is Customer Information, as defined further below in the Terms. Customer Information includes Your, Your Users’, and Your Patients’ payment information, billing information, and contact information, Your images and descriptions for Your Services that You provide to Us, Your marks and logos that You provide to Us, and Your other website content, templates, and look and feel that You provide to Us. Customer Information does not include Your name. Information owned by Us, including, but not limited to, De-Identified Information, may be used, copied, and/or disclosed by Us to anyone for any purpose, including, but not limited to, the License Purpose (as defined above).
5.Payment. Your payment obligations for Your purchases from Us, unless We otherwise agree (“Deferred Payment Start Date”), commence thirty (30) days after the earlier of Your first order, use, or purchase Our Services or the first, order, use, or purchase of Your Services by Your Users or Patients (“Payment Start Date”), and such obligations shall continue for an initial term of five (5) consecutive months (the “Pilot Period”). During the Pilot Period, Revance, and not You, will make payments for Our Services. After the Pilot Period, if You continue Our Services, You will make payments for Our Services, until termination of these Terms in accordance with these Terms. We may offer You, but are not obligated to offer You, a Deferred Payment Start Date. If We offer You, and You accept, a Deferred Payment Start Date, the initial term will begin on the Deferred Payment Start Date and continue for five (5) consecutive months. Payment obligations incurred under these Terms survive termination of these Terms. Unless We otherwise agree to modify Your payment obligations, Your payment obligations include set up fees, monthly fees, and other fees, charges, and taxes determined by Us as further described on the DRG Website. Unless We otherwise agree to accept payment by a third party on Your behalf, You will pay Us upon demand for Your purchases by a valid credit card accepted by Us, or at Our option, by other payment mechanism We specify, at the prices for the Services on the DRG Website. We may offer You, but are not obligated to offer You, an alternative payment arrangement for set up fees which may include a partial payment of such fees in an amount and at a time We specify along with an assignment of proceeds You receive from sales of Your Services on Your Store in an amount and for a period of time that We specify (“Alternative Set Up Fee Payment Arrangement”). If We offer You the Alternative Set Up Fee Payment Arrangement, and You accept the Alternative Set Up Fee Payment Arrangement, You hereby agree to pay Us the partial payment We specify at the time We specify, and You hereby agree to assign proceeds You receive from sales of Your Services on Your Store in the amount We specify and for the period of time that We specify until the entire amount of the set up fee due and payable by You to Us for Our Services has been paid by You to Us. You agree to provide Us and Our Suppliers all information and writings We require in connection with Your credit card or other payment mechanisms for Our Services and You authorize Us and Our Suppliers, other than Revance (a) to retain, archive, and use Your credit card or other payment mechanism information and writings in connection with Your credit card or other payments, (b) to share Your credit card or other payment mechanism information and writings with Our Suppliers, other than Revance to process and complete Your credit card or other payment mechanism payments, and (c) to charge Your credit cards or other payment mechanisms for purchases You make. We may charge You, and You agree to pay Us, a late payment charge at the lower of one-half of one percent (1/2 %) per month or the legal rate of interest in the State of Texas applied to all outstanding overdue payments. In addition to all other rights and remedies, We may refuse to provide You or Your Patients or Users Services or Your Services, suspend Our performance, in whole or in part, and/or terminate the Terms, in whole or in part, for any delay or failure in payment by You. If We institute collection proceedings of any kind or nature to recover amounts due from You under the Terms, You will pay all costs and expenses, including, without restriction, litigation costs and attorneys’ fees, incurred by Us in connection with all such collection proceedings. Unless We otherwise agree, all purchases of the Services are final, no returns will be accepted, and no refunds will be made.
6.Deployment Schedule. From time to time, as We may determine in Our sole discretion, We may provide You with a deployment schedule for some of the Services, including, without limitation, building Your Store, training of Your staff, and development of marketing plans and promotions for You. Such deployment schedule may set forth actions to be taken by You and performance times for such actions. You will timely perform all such actions without additional notice from Us. Unless We otherwise agree, the initial promotion for You will commence thirty (30) days after Your payment obligations begin.
7.Payment Gateways. We, in Our sole discretion, may use one or more payment gateway providers in connection with processing payments for Your Services by You, Your Users and/or Your Patients. If the payment gateway provider We use declines to process such payments, then, in addition to all other rights and remedies in the Terms or available at law or in equity, We may refuse to provide to You any Services, suspend Our performance of the Terms, in whole or in part, and/or terminate the Terms, in whole or in part.
8.Term, Termination, Suspension of Performance, and Notice. The Terms are effective at the Acceptance and shall continue for the Pilot Period, unless We or You terminate the Terms earlier in accordance with the Terms. If We offered You, and You accepted, a Deferred Payment Start Date, the initial term will five (5) months after the Deferred Payment Start Date. After the initial term ends, and You continue Our Services, the Terms will automatically renew for successive terms of six (6) consecutive months, unless You or We terminate the Terms in accordance with the terms. By written notice or Electronic Notice, We may terminate the Terms or suspend or terminate Our performance under the Terms, in whole or in part, without liability for such termination or suspension, for any one or more of the following causes: (a) Your breach of any of the Terms; (b) Your failure, or Revance’s failure, to pay any amount to Us when due; (c) Your breach of any License or License Condition term; (d) Your breach of any Acceptable Use term; (e) Your violation of any law, rule, regulation, or order of a court or other governmental authority; or (f) any denial of payment processing by a payment gateway provider used by Us to process payments for Your Services. In addition, We may terminate the Terms and Our performance as a whole for convenience, without liability for such termination, by giving You at least ninety (90) days advance written notice or Electronic Notice. Your postal address and electronic mail addresses for notices are those addresses for You in Our records. Termination by Us or You for any or no reason will not relieve You of Your obligations to Us, including, without limitation, payment, and these obligations will survive termination of the Terms. You may terminate the Terms and Your performance as a whole for convenience, only after expiration of the Pilot Period set forth above, without liability for such termination, by giving Us at least thirty (30) days advance written notice or Electronic Notice. Our written notice address is 6200 LBJ Freeway, Suite 180, Dallas, TX 75240, attention: Managing Member. Our electronic address is set forth on the DRG Website. We or You may change our respective notice addresses by notice provided in accordance with this section.
9.Termination and Breach Related Payments and Remedies. If We terminate the Terms for cause before We provide any Services to You, We may retain any deposit You paid to Us as liquidated damages and not as a penalty. After We provide any Services to You, if We terminate the Terms for cause, for any denial of payment processing by a payment gateway provider used by Us to process payments to You by Your Users or Patients, or for failure by You to pay amounts due Us for any reason, You will pay Us upon demand all one-time charges for service establishment and all monthly charges for service for the initial term and any renewal terms less amounts paid by You to Us before termination. After We provide any Services to You, if We terminate the Terms for cause, suspend Our performance of the Terms for cause, or terminate or suspend Our performance of the Terms for Your failure to pay amounts when due to Us, for any reason, including, without limitation, denial of payment processing by a payment gateway provider used by Us to process payments to You by Your Users or Patients or de-commissioning or any other disablement by Us of Your Store, for any reason, We may also charge You, and You will pay Us, a restoration of service fee for restoral of services to You after resolution of the termination, suspension, or failure to pay. Restoration of service fees, if any, are set forth on the DRG Website. If You breach any License term or any License Condition term, including, without restriction, by copying of Our Content or by development by or for You of derivatives of Our Content, We may require You to pay upon Our demand, and You will promptly pay Us upon Our demand, any one or more of the following: (i) all one-time charges for service establishment and all monthly charges for service for the initial term and any renewal terms less amounts paid by You to Us; (ii) attorneys’ fees and litigation related costs We incur in connection with Our efforts to remedy Your breach of any License term or any License Condition term; and/or (iii) statutory damages to which We are entitled, and other damages that We incur, in connection with Your breach of any License term or any License Condition term. Any failure by You to make payments We demand above shall incur interest charges at the rate set forth in section 5 of these Terms, unless We waive such interest payments in a writing signed by Us.
10.LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AND OUR SUPPLIERS ENTIRE LIABILITY TO YOU, YOUR USERS, YOUR PATIENTS, AND/OR ANY THIRD PERSON, IN CONNECTION WITH THE TERMS AND THE SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR UNAUTHORIZED ACCESS TO OR USE OF OUR OR OUR SUPPLIERS’ SYSTEMS OR LIABILITY ARISING FROM COMMUNICATIONS BETWEEN OR AMONG YOU, US, YOUR PATIENTS, YOUR USERS, AND/OR OUR SUPPLIERS, WHETHER IN TORT, INCLUDING, BUT NOT LIMITED TO, OUR OR OUR SUPPLIERS’ NEGLIGENCE, IN CONTRACT, OR OTHERWISE, SHALL NOT EXCEED THE PRICE PAID TO US OR OUR SUPPLIERS DURING THE MOST RECENT CALENDAR YEAR OR PART THEREOF FOR THE SERVICES THAT GIVE RISE TO THE LIABILITY. IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE TO YOU, YOUR USERS, YOUR PATIENTS, AND/OR ANY THIRD PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT SUCH DAMAGES WERE FORSEEABLE. IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE IN DAMAGES TO YOU, YOUR USERS, YOUR PATIENTS, AND/OR THIRD PARTIES FOR CLAIMS OF INFRINGEMENT OF ANY KIND, AND OUR AND OUR SUPPLIERS ENTIRE LIABILITY TO YOU, YOUR USERS, YOUR PATIENTS, AND/OR THIRD PARTIES FOR CLAIMS OF INFRINGEMENT SHALL BE LIMITED TO REMOVAL OF THE INFRINGING ITEM TO THE EXTENT REASONABLY POSSIBLE FROM THE SERVICES AND/OR OUR OTHER PUBLICATIONS. WITH RESPECT TO CLAIMS OF INFRINGEMENT, AT OUR EXCLUSIVE OPTION, WE MAY, BUT ARE NOT OBLIGATED TO, MODIFY THE SERVICES AND/OR THE CUSTOMER INFORMATION (AS DEFINED BELOW) IN ORDER TO REMOVE, AVOID, OR REMEDY CLAIMS OF INFRINGEMENT. ANY SUCH ACTION BY US SHALL NOT BE DEEMED A BREACH OF THESE TERMS AND SHALL BE WITHOUT LIABILITY TO YOU, YOUR USERS, YOUR PATIENTS, OR ANY THIRD PARTY, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION. FOR CLAIMS OF LIABILITY AGAINST US AND/OR OUR SUPPLIERS THAT ARE BASED UPON SUCH COMMUNICATIONS, WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO CORRECT DEFICIENCIES, IF ANY, IN COMMUNICATIONS SYSTEMS OWNED OR CONTROLLED BY US. SUCH EFFORTS BY US, SUBJECT TO THE LIABILITY LIMITATIONS IN THESE TERMS, COMPRISE YOUR, YOUR USERS’, AND YOUR PATIENTS’ EXCLUSIVE REMEDY AGAINST US AND OUR SUPPLIERS. WE AND/OR OUR SUPPLIERS SHALL NOT BE LIABLE IN DAMAGES TO YOU, YOUR USERS, YOUR PATIENTS, OR ANY THIRD PARTY FOR CLAIMS OF LIABILITY ARISING FROM ERRORS OR OMISSIONS IN PRICING, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, BY OUR OR OUR SUPPLIERS’ NEGLIGENCE, AND INCLUDING, WITHOUT LIMITATION, PRICING FOR PRODUCTS ON THE DRG WEBSITE AND/OR YOUR STORE. IN THE EVENT OF SUCH ERRORS OR OMISSIONS IN PRICING, OUR AND/OR OUR SUPPLIERS ENTIRE LIABILITY TO YOU, YOUR USERS, YOUR PATIENTS, OR SUCH THIRD PARTIES WILL BE TO CORRECT THE ERRONEOUS PRICING FOR SERVICES ON THE DRG WEBSITE AND/OR YOUR SERVICES ON YOUR STORE AND/OR, AT OUR DISCRETION, WORK WITH YOU TO CANCEL ORDERS WITH ERRONEOUS PRICING FOR SERVICES ON THE DRG WEBSITE AND/OR YOUR SERVICES ON YOUR STORE. THE FOREGOING REMEDIES FOR ERRORS OR OMISSIONS IN PRICING ARE YOUR, YOUR USERS’, AND YOUR PATIENTS’ EXCLUSIVE REMEDIES AGAINST US AND/OR OUR SUPPLIERS FOR LIABILITY CLAIMS ARISING FROM ERRORS OR OMISSIONS IN PRICING.
11.DISCLAIMER OF WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS MAKE NO WARRANTIES TO YOU IN CONNECTION WITH THESE TERMS AND/OR THE SERVICES, AND WE AND THEY DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR OTHERWISE. THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND WITH ALL FAULTS.
12.Disclaimer of Professional Services. Your, Your Users, and Your Patients agree that We and Our Suppliers and the Services do not provide, and are not engaged in the provision of, professional medical or pharmacy services or other professional services, and the Services do not comprise professional medical, pharmacy, or other professional services. You, Your Users, and Your Patients agree: (a) that You alone, and not We or Our Suppliers, provide, are responsible for providing, and will provide professional medical, pharmacy, and other professional services to Your Users and Your Patients who use, purchase, or pay for the Services or Your Services,; (b) that any Services and/or any of Your Services purchased, used, or paid for by You, Your Users, and/or Your Patients that are restricted under applicable law have been duly and lawfully prescribed by You in connection with professional medical, pharmacy, and other professional services provided by You to Your Users and/or Your Patients; (c) that Your Patients and Users seek and will seek from You, and not from Us or Our Suppliers, and You, and not Us or Our Suppliers, provide and will provide to Your Users and Patients, professional medical, pharmacy, and other professional services in connection with the Services and/or Your Services and will not use Us, Our Suppliers, and/or the Services as substitutes for professional medical, pharmacy, and other professional services; and (d) that Your Users and Patients are at least eighteen (18) years of age and are fully competent to enter into contractual relationships.
13.Indemnity. You, Your Users, and Your Patients, jointly and severally, will, at Your and their sole cost and expense, indemnify, hold harmless, and defend Us and Our Suppliers, and their respective members, directors, officers, employees, and agents, (together, “Our Indemnitees”) from and against all claims, demands, liability, actions, lawsuits, orders, judgments, costs and expenses, including, without limitation, costs of litigation and attorneys’ fees (all together, the “Claims”) against Our Indemnitees arising from one or more of the following: (a) breach of any of the Terms by You, such User, or such Patient, including, without limitation, Terms relating to accessibility of Your Store; (b) Your, such User’s, or such Patient’s negligence or other wrongful act or omission; (c) the use or abuse of the Services by You, such User, and/or such Patient; and/or (d) violation of any law, rule, regulation, or order by You, such User, or such Patient, including, without limitation, any law, rule, regulation, or order pertaining to accessibility of Your Store. We will give You and/or the applicable User or Patient reasonable written or Electronic Notice of any written Claim subject to indemnification under these Indemnity Terms. You, such User, and/or such Patient will undertake promptly the defense of all Claims using counsel acceptable to Us. If such defense is not undertaken promptly or is undertaken with counsel not acceptable to Us, We may undertake such defense at Your or the applicable User’s and/or Patient’s sole cost and expense. You, such User, and/or such Patient will not settle any Claim without Our prior written consent.
14.Customer Information, Your License to Us and Our Suppliers. You, Your Users, and Your Patients will provide Us and Our Suppliers, at times We determine, all information We require for Us or for Our Suppliers, in the format We require for Us or Our Suppliers, that We or they require in order to sell, provide, bill, and receive payment for, any Services and in order to permit You, Your Users, and/or Your Patients to use, provide, order, purchase, and pay for any Services and/or any of Your Services (together, the “Customer Information”). Customer Information excludes the Content, De-Identified Information, and Our Confidential Information (as defined below). Customer Information includes, but is not limited to, Your, Your Users’, and Your Patients’ payment information, billing information, and contact information, Your images and descriptions for Your Services that You provide to Us, Your marks and logos that You provide to Us, and Your other website content, templates, and look and feel that You provide to Us. Customer Information does not include Your name. You, Your Users, and Your Patients agree as follows: (a) that We may provide Customer information that We require to Our Suppliers; (b) that We and Our Suppliers will and may rely upon Customer Information that You, Your Patients or Your Users provide in order to sell, bill, receive payment for, and provide the Services, to depict Your Store, the Services, Our other publications, and/or Your Services, to apply for, have, own, enforce, and/or maintain intellectual property, including, without restriction, trademarks, service marks, and copyrights, for purposes set forth in Our privacy policy on the DRG Website, to perform or enforce any of these Terms, and for other purposes permitted in the Terms or applicable law (together, the “Customer Information Purpose”); (c) You grant Us and Our Suppliers a world-wide, non-exclusive, royalty-free, transferable, irrevocable, and perpetual license (with a right to sublicense third parties) to use, reproduce, copy, disclose, distribute, transmit, transfer, post, upload, download, display, adapt, modify, and make derivative works of the Customer Information for the Customer Information Purpose; (d) the Customer Information is complete and accurate and does not infringe the rights or property of third parties; (e) You, Your Users, and/or Your Patients own the Customer Information and/or have all rights and consents necessary to perform the Terms, including, but not limited to, granting the licenses and sublicenses under the Terms; and (f) You, Your Patients, and Your Users consent to use of the Customer Information as described in the Terms, and You will provide written evidence of such consent to Us as We may request from time-to-time. We will not provide to Our Suppliers, who are product manufacturers any Protected Health Information (“PHI”), as defined below, without Your consent.
15.Coordination. You consent to and authorize Us and Our Suppliers to coordinate on Your behalf with Your other online suppliers as We or Our Suppliers deem necessary for the Customer Information Purpose, and You will provide written evidence of such consent and authorization to Us and/or Our Suppliers as We and/or they may request from time-to-time.
16.Sale or Transfer of Customer Information. Except as permitted or required by the Terms, We will not otherwise sell or transfer Customer Information to third parties.
17.Acceptable Use. We may terminate, deny, suspend or otherwise restrict access to, purchase of, or use of the Services by You, Your Users, and/or Your Patients, and/or terminate, in whole or in part, the Terms, if use, disclosure, or copying of the Services, in Our sole opinion, violates the Terms, is objectionable or unlawful, and/or interferes with the functioning or use of the Services by Us or others. Violation of Acceptable Use Terms includes, but is not limited to, any one or more of the following: (a) Your access, without permission or right, the accounts, the Services, or Our computer systems or networks or those of other persons, spoofing the URL, DNS or IP addresses of DRG or any other person, and/or Your penetrating the security measures of the Services, Our or another person’s computer systems or networks, or Your attempt to do any of the foregoing; (b) transmitting uninvited communications, data or information, or engaging in other similar activities, including, but not limited to, “spamming”, “flaming” or denial of service attacks; (c) intercepting, interfering with or redirecting email or other transmissions sent by or to Us or others; (d) introducing into the Services, and/or related computer systems or networks, viruses, worms, Trojan horses, or other harmful or malicious code; (e) engaging in conduct that is defamatory, fraudulent, obscene or deceptive; (f) infringing or otherwise violating Our or any other person’s copyright, trademark, patent, trade secret, proprietary, or other intellectual property rights; (g) engaging in any conduct harmful to the Services, the related computer systems or networks, and/or other users of the same; and/or (h) using the Services, or the related computer systems or networks, to violate or in violation of applicable law.
18.Confidential Information. (a) Unless otherwise required by law, no information provided by You, Your Users, or Your Patients to Us or Our Suppliers, including, but not limited to, Customer Information, is Your, Your Users’, or Your Patients’ confidential information. Information provided by You, Your Users, and/or Your Patients may be used, disclosed, and copied by Us and Our Suppliers for any purpose authorized or permitted by applicable law, Our privacy policy, and/or the Terms. You, Your Patients, and Your Users hereby consent to and authorize such use, disclosure, and copying, and You, Your Users, and/or Your Patients will provide written evidence of such consent and authorization to Us as We or Our Suppliers may request from time-to-time. (b) The following information is and shall remain Our confidential information and Our sole and exclusive property, or that of Our Suppliers, as applicable: (i) De-Identified Information; (ii) Content which is not publicly available without restriction, including, but not limited to, pricing; (iii) Our or Our Suppliers’ software programming code; (iv) the Terms; and (v) other information designated by Us or Our Suppliers as confidential information from time-to-time (together, “Our Confidential Information”). If disclosed by Us to You, Your Users, and/or Your Patients, You, Your Users, and/or Your Patients will use Our Confidential Information solely in order to permit You, Your Users, and/or Your Patients to use, order, purchase, and/or pay for any Services or Your Services (together, the “Confidential Information Purpose”). You, Your Users, and Your Patients will not copy or disclose Our Confidential Information to third parties unless such copying or disclosure is approved in advance in writing by DRG and is solely for the Confidential Information Purpose. You, Your Users, and Your Patients have no interest or right in Our Confidential Information, except as expressly granted by the Terms, and You, Your Users, and Your Patients will return or destroy all copies of Our Confidential Information in Your or their possession or control upon demand by Us and/or upon termination of the Terms and/or any license granted by Us to use such information.
19.Protected Health Information. If, and only to the extent that, We are Your business associate, as the term business associate is defined in rules and regulations of the Department of Health and Human Services (“HHS rules”) at 45 CFR sec. 160.103 and if, and only to the extent that, We create, receive, maintain, or transmit Protected Health Information (“PHI”) from, to, or for You, as the term Protected Health Information is defined in HHS rules at 45 CFR sec. 160.103, then the PHI that We create, receive, maintain, or transmit from, to or for You, shall be subject to the business associate agreement (“BAA”) between You and Us that is attached to these Terms and such BAA is hereby made a part of these Terms. The BAA will not apply, and will not be part of these Terms, if We are not Your business associate or We do not create, receive, maintain or transmit PHI from, to, or for You under HHS rules.
20.General. (a) The Terms are the entire agreement between You and Us on the subject matter of the Terms and they supersede all prior or contemporaneous agreements, representations, and understandings on that subject matter. (b) Only We may change the Terms in accordance with the Terms. (c) You or We may waive performance of any Term by the other party by written notice signed by the waiving party to the other party or by Electronic Notice from the waiving party to the other party. No other waivers shall be effective. (d) All obligations incurred by You under the Terms, including, but not limited to, Payment Terms and License Terms, shall survive termination of the Terms. (e) If You or We commence legal proceedings against the other party in connection with the Terms, the attorneys’ fees, costs and expenses of such proceedings incurred by the party that prevails in such proceedings shall be paid by the party that did not prevail. (f) We may assign the Terms to a successor in interest without notice and/or to another person or entity by written notice or Electronic Notice to You. You may not assign the Terms without Our prior written consent, which consent may be given or refused in Our sole discretion. (g) You, Your Patients, and/or Your Users will pay all taxes, duties, and fees applicable by law to the Services, unless an exemption applies by law and is duly documented in accordance with applicable law by You, Your Users, and/or Your Patients to Our satisfaction. (h) We and You are independent contractors and not agents or employees of the other. Except as otherwise stated in these Terms, neither We nor You may act for or bind the other. The persons furnished by each party are the employees or contractors of the furnishing party and not the employees or contractors of the other party. The furnishing party will be solely responsible for compliance with labor and tax laws applicable to that party’s employees and contractors. (i) If any part of the Terms is held to be unenforceable, the unenforceable part shall be severed from the remaining Terms and the remaining Terms shall be performed by the parties. (j) We shall not be liable to You for any failure or delay in performance due to causes beyond Our reasonable control, including, but not limited to, weather, fire, storm, flood, earthquake, or other acts of God, war, terrorism, embargo, boycott, strikes or other labor disputes, delays or failures in transportation, delays or failures in communications systems, computer systems, and/or networks, power failures, malicious or other harmful code, denial of service attacks, unauthorized access to or use of communications services and/or communications or computer equipment and/or systems, acts of government, civil, or military authority, delays or failures by suppliers, and other causes beyond Our reasonable control. Our time for performance shall be extended by a period of time at least equal to the time period of the foregoing cause or causes. (k) The Terms shall be governed by and construed in accordance with the laws of the State of Texas and applicable laws of the United States, except laws concerning conflicts of law, and venue for all legal proceedings in connection with these Terms shall be in the State and Federal courts located in Dallas County, Texas. You consent to personal jurisdiction of such courts and You will not object to such venues. (l) If any person believes the DRG Website or Content infringes that person’s copyright, that person should provide notice in writing to Derm Resource Group, attention Copyright Notice Manager, 6601 Hillcrest Ave. Suite E, #201, Dallas, TX 75205, email address: [email protected], with the following information: (i) signature of copyright owner or person authorized to act on behalf of the owner; (ii) identification of copyrighted work claimed to be infringed; (iii) identification of the material claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit the service provider to locate the material; (iv) information reasonably sufficient to permit the service provider to contact the complaining party (address, phone number and, if available, email address); (v) a statement that the complaining party has a good faith belief that use of the material in the manner complained is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the exclusive right allegedly being infringed. (m) Our rights and remedies in the Terms are in addition to, and not in lieu of, all rights and remedies available to Us at law or in equity. (n) Risk of loss for Services shall pass to You or Your Users or Patients at the time of purchase. We shall have no liability for loss of, damage to, or injury to such Services.
BUSINESS ASSOCIATE AGREEMENT
THIS BUSINESS ASSOCIATE AGREEMENT (“BAA”) is part of the Terms between Physician Practice and DRG and is subject to the Terms.
1.General Definitions. The following terms used in this BAA shall have the same meaning as those terms in the HIPAA Rules (as the term HIPAA Rules is defined below): Breach; Data Aggregation; Designated Record Set; Disclosure; Health Care Operations; Individual; Minimum Necessary; Notice of Privacy Practices; Protected Health Information; Required By Law; Secretary; Security Incident; Subcontractor; Unsecured Protected Health Information; and Use.
2.Specific Definitions.
a.Business Associate. “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CFR sec. 160.103, and in reference to the party to this agreement, shall mean DRG.
b.Covered Entity. “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR sec. 160.103, and in reference to the party to this agreement, shall mean Physician Practice.
c.HIPAA Rules. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Parts 160 and 164.
3.Obligations and Activities of Business Associate. Business Associate agrees to:
a.Not use or disclose Protected Health Information other than as permitted or required by the Agreement or as Required by Law;
b.Use appropriate safeguards, and comply with applicable provisions of Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information, to prevent Use or Disclosure of Protected Health Information other than as provided for by the Agreement;
c.Report to Covered Entity any Use or Disclosure of Protected Health Information not provided for by the Agreement of which it becomes aware, including Breaches of Unsecured Protected Health Information as required at 45 CFR sec. 164.410, and any Security Incident of which it becomes aware;
d.In accordance with 45 CFR secs. 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit Protected Health Information on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information;
e.Make available Protected Health Information in a Designated Record Set to the Covered Entity as reasonably necessary to satisfy Covered Entity’s obligations under 45 CFR sec. 164.524;
f.Make any amendment(s) to Protected Health Information in a Designated Record Set as reasonably directed or agreed to by the Covered Entity pursuant to 45 CFR sec. 164.526, or take other measures as reasonably necessary to satisfy Covered Entity’s obligations under 45 CFR sec. 164.526;
g.Maintain and make available the information required to provide an accounting of Disclosures to the Covered Entity as reasonably necessary to satisfy Covered Entity’s obligations under 45 CFR sec.164.528;
h.To the extent the Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s); and
i.Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.
4.Permitted Uses and Disclosures by Business Associate.
a.Business associate may only Use or Disclose Protected Health Information:
i.as necessary to perform the Terms;
ii.to de-identify the information in accordance with 45 CFR secs. 164.514(a)-(c); and/or
iii.as Required by Law.
b.Business Associate agrees to make Uses and Disclosures and requests for Protected Health Information consistent with Covered Entity’s Minimum Necessary policies and procedures provided by Covered Entity to Business Associate in writing and/or upon demand by Business Associate.
c.Business Associate may not Use or Disclose Protected Health Information in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity, except for the specific Uses and Disclosures set forth below:
i.Business Associate may Use Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.
ii.Business Associate may Disclose Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of the Business Associate, provided the Disclosures are Required by Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and Used or further Disclosed only as Required by Law or for the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
5.Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions.
a.Covered Entity shall notify Business Associate of any limitation(s) in the Notice of Privacy Practices of Covered Entity under 45 CFR sec. 164.520, to the extent that such limitation may affect Business Associate’s Use or Disclosure of Protected Health Information.
b.Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an individual to Use or Disclose his or her Protected Health Information, to the extent that such changes may affect Business Associate’s Use or Disclosure of Protected Health Information.
c.Covered Entity shall notify Business Associate of any restriction on the Use or Disclosure of Protected Health Information that Covered Entity has agreed to or is required to abide by under 45 CFR sec. 164.522, to the extent that such restriction may affect Business Associate’s Use or Disclosure of Protected Health Information.
6.Permissible Requests by Covered Entity. Covered entity shall not request Business Associate to Use or Disclose Protected Health Information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by covered entity.
7.Term and Termination.
a.Term. This Agreement shall become effective only when DRG is a Business Associate as defined at 45 CFR sec. 160.103 and, in such capacity, creates, receives, maintains, or transmits Protected Health Information on behalf of Covered Entity. This Agreement shall terminate upon the earliest to occur of the following:
i.termination of the Terms;
ii.termination of the Agreement for cause in accordance with the Agreement;
iii.termination of DRG’s status as a Business Associate; and/or
iv.termination of DRG’s Use and Disclosure of Protected Health Information.
b.Termination for Cause. Either party may terminate this Agreement for cause if the other party has breached a material term of the Agreement and the breaching party has not cured the breach within thirty (30) days of receipt of written or electronic notice of the breach.
8.Obligations of Business Associate Upon Termination.
a.Upon termination of this Agreement for any reason, and except as otherwise set forth in this Agreement, Business Associate shall return to Covered Entity or destroy all Protected Health Information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, that the Business Associate still maintains in any form. Business associate shall retain no copies of the protected health information, except as otherwise set forth in this Agreement.
b.Business Associate may retain only that Protected Health Information which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities, and, with respect to such retained information:
i.continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information to prevent Use or Disclosure of the Protected Health Information, other than as provided for in this section, for as long as Business Associate retains the Protected Health Information;
ii.not Use or Disclose the Protected Health Information retained by Business Associate, other than for the purposes for which such Protected Health Information was retained and subject to the same conditions set out at section 4, Permitted Uses and Disclosures By Business Associate, which applied prior to termination; and
iii.return to Covered Entity or destroy the Protected Health Information retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities.
c.Survival. The obligations of Business Associate under this section shall survive the termination of this Agreement.
9.Miscellaneous.
a.Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended.
b.Amendment. The parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law.
c.Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules. No ambiguity in a term or provision of this Agreement shall be construed against either party because that party or its representative drafted the term or provision.
By signing below, the undersigned acknowledges reading and agreeing to this document.
Activate Your DermPRO Account
Activate your DermPRO environment so we can provision your dedicated account and begin setup.
Your pilot subscription is fully funded by Revance, so there's no cost to your practice for the program itself.
As part of the pilot agreement, participants cover a small monthly fee for patient communications — specifically the SMS and email messages sent to your patients through the platform.
These charges are minimal depending on your patient volume for reactivation.
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A short walkthrough of how to activate your account — keep it open and follow along as you fill out the form.
This video walks you through creating and activating your DermPRO account from start to finish — no technical experience needed.
- Open the account activation page and enter your practice details
- Complete the DermPRO Cosmetic Retention order (a $0 setup — your pilot subscription is fully funded by Revance)
- Find and open your activation email from DermPRO
- Set your account password
- Sign in and verify your identity with a one-time security code
- Land on your DermPRO dashboard, ready for the next setup step
Terms of Service & Business Associate AgreementVersion date: May 12, 2026
TERMS OF SERVICE (REVANCE PILOT)
1.Terms of Service Version Date: May 12, 2026.
2.Agreement and Application of Terms. These Terms of Service (the “Terms”) are the binding agreement between You, Our customer (the “Customer”, “You”, or “Your”), and Derm Resource Group (“DRG”, “We”, “Our”, or “Us”), for the use of Our website(s) (together, the “DRG Website”), e-commerce store(s) We create for You (“Your Store”) and the order of, purchase of, and/or payment for Your Store and/or the products and services offered on the DRG Website or Your Store. All products and services We or third parties offer on or in connection with the DRG Website and/or Your Store, including, without limitation, the Content (as defined below), the License (as defined below), Your Store, the DRG Website, and/or any other products and services together We or third parties offer are referred to as the “Services.” All products and services You offer on Your Store together are referred to as “Your Services.” Our suppliers, Our marketing partners, including, without limitation, Revance, that subsidize or provide other incentives in connection with the Services or Your Services, and each of their suppliers, are together referred to as “Our Suppliers.” You accept the Terms by the earlier of click-through acceptance mechanisms for the Terms provided by DRG, if any, or by any use, order, or purchase of the Services or Your Services by You, Your patients (the “Patients”) or other users (the “Users”) (all together, the “Acceptance”). If You permit Your Patients or Users to use, purchase, and/or pay for Your Services and/or the Services, You agree that, in Your Store, we may include terms that will cause Your Patients and Users to agree to site user terms and conditions and to agree that We may enforce the site user terms and conditions against Your Users and Patients. You also agree that We may block, or otherwise restrict use of Our Services, by Your Users and Your Patients, who refuse to agree to and be bound by the site user terms and conditions. Your Users and Patients are not beneficiaries of these Terms, have no rights under these Terms, and may not enforce these Terms against Us. You, and not We, are solely responsible for Your products and services and Your relationships with Your Users and Patients. You, and not We, are solely responsible for causing Your Store to be accessible to You, Your Users, and Your Patients, in accordance with applicable laws, rules, regulations and orders.
3.Changes in Terms. We may change the Terms by posting revised Terms on the DRG Website or by giving You electronic or written notice of changed Terms. Electronic notice includes posting on the DRG Website and notice by email or by other electronic means We determine (all together, “Electronic Notice”). You agree that the DRG Website posting, written notice, or other Electronic Notice of changed Terms is actual notice of changed Terms. You accept changed Terms by the earlier of click-through acceptance mechanisms for the changed Terms provided by DRG, if any, any use, order, or purchase of the Services or Your Services by You, Your Patients, or Your Users, after posting of changed Terms on the DRG Website or after DRG has given You Electronic Notice or written notice of changed Terms.
4.DRG License to You and Ownership of DRG Website and Content. Provided that You, Your Users, and Your Patients comply fully with these Terms, We grant You, Your Users, and Your Patients a personal, non-transferable, non-exclusive, revocable, limited license (“License”) to use the DRG Website, Our content on the DRG Website and/or Your Store (“Content”), and Your Store solely for the use, order, purchase, and/or payment for the Services and/or Your Services (together, the “License Purpose”). You accept the Services upon the earliest to occur of the following: (a) access to, use of, order of, purchase of, and/or payment for the Services and/or Your Services by You, Your Users, and/or Your Patients; or (b) the expiration of ten (10) business days after DRG notifies You that the Services and/or Your Services are available for order, use, and/or purchase by You, Your Users, and/or Your Patients. Except as otherwise expressly permitted by the Terms, You, Your Patients, and Your Users will not: (a) access, copy, disclose, or use any part or all of the Services, except for the License Purpose; (b) reverse engineer, decompile, or otherwise attempt to discover source code for all or any part of the Services; (c) create derivative works from the Services; or (d) sell, resell, lease, sublease, license, sublicense, encumber, or otherwise dispose of or transfer the all or any part of the Services (together, the “License Conditions”). The foregoing License Conditions shall not apply to Customer Information (as defined below) that You provide and license to Us. This License shall automatically terminate upon the first to occur of the following: (s) termination of the Terms; (t) Your breach of any of the Terms; (u) Your failure to pay Us any amount when due; or (v) termination of use by You of the Services. Upon termination of the License, You will cease all use the Services and You will cause Your Users and Patients to terminate their order, purchase, and/or use of the Services and Your Services. You agree: (w) We and/or Our Suppliers are, and will remain, as applicable, the exclusive owners of the Services (as defined above, these are Services provided by Us or by third parties, and not by You), derivatives thereof, and all intellectual property rights therein; and (x) We are, and will remain, the exclusive owner of all information provided by You, Your Users and/or Your Patients that is about Your Users and/or Your Patients from which identifying information concerning Your Users and/or Your Patients has been removed by or for Us (all together, “De-Identified Information”). De-Identified Information is anonymous and does not identify particular persons. De-Identified Information excludes information that identifies particular persons who are Your Users and/or Your Patients under this Agreement and that is Customer Information, as defined further below in the Terms. Customer Information includes Your, Your Users’, and Your Patients’ payment information, billing information, and contact information, Your images and descriptions for Your Services that You provide to Us, Your marks and logos that You provide to Us, and Your other website content, templates, and look and feel that You provide to Us. Customer Information does not include Your name. Information owned by Us, including, but not limited to, De-Identified Information, may be used, copied, and/or disclosed by Us to anyone for any purpose, including, but not limited to, the License Purpose (as defined above).
5.Payment. Your payment obligations for Your purchases from Us, unless We otherwise agree (“Deferred Payment Start Date”), commence thirty (30) days after the earlier of Your first order, use, or purchase Our Services or the first, order, use, or purchase of Your Services by Your Users or Patients (“Payment Start Date”), and such obligations shall continue for an initial term of five (5) consecutive months (the “Pilot Period”). During the Pilot Period, Revance, and not You, will make payments for Our Services. After the Pilot Period, if You continue Our Services, You will make payments for Our Services, until termination of these Terms in accordance with these Terms. We may offer You, but are not obligated to offer You, a Deferred Payment Start Date. If We offer You, and You accept, a Deferred Payment Start Date, the initial term will begin on the Deferred Payment Start Date and continue for five (5) consecutive months. Payment obligations incurred under these Terms survive termination of these Terms. Unless We otherwise agree to modify Your payment obligations, Your payment obligations include set up fees, monthly fees, and other fees, charges, and taxes determined by Us as further described on the DRG Website. Unless We otherwise agree to accept payment by a third party on Your behalf, You will pay Us upon demand for Your purchases by a valid credit card accepted by Us, or at Our option, by other payment mechanism We specify, at the prices for the Services on the DRG Website. We may offer You, but are not obligated to offer You, an alternative payment arrangement for set up fees which may include a partial payment of such fees in an amount and at a time We specify along with an assignment of proceeds You receive from sales of Your Services on Your Store in an amount and for a period of time that We specify (“Alternative Set Up Fee Payment Arrangement”). If We offer You the Alternative Set Up Fee Payment Arrangement, and You accept the Alternative Set Up Fee Payment Arrangement, You hereby agree to pay Us the partial payment We specify at the time We specify, and You hereby agree to assign proceeds You receive from sales of Your Services on Your Store in the amount We specify and for the period of time that We specify until the entire amount of the set up fee due and payable by You to Us for Our Services has been paid by You to Us. You agree to provide Us and Our Suppliers all information and writings We require in connection with Your credit card or other payment mechanisms for Our Services and You authorize Us and Our Suppliers, other than Revance (a) to retain, archive, and use Your credit card or other payment mechanism information and writings in connection with Your credit card or other payments, (b) to share Your credit card or other payment mechanism information and writings with Our Suppliers, other than Revance to process and complete Your credit card or other payment mechanism payments, and (c) to charge Your credit cards or other payment mechanisms for purchases You make. We may charge You, and You agree to pay Us, a late payment charge at the lower of one-half of one percent (1/2 %) per month or the legal rate of interest in the State of Texas applied to all outstanding overdue payments. In addition to all other rights and remedies, We may refuse to provide You or Your Patients or Users Services or Your Services, suspend Our performance, in whole or in part, and/or terminate the Terms, in whole or in part, for any delay or failure in payment by You. If We institute collection proceedings of any kind or nature to recover amounts due from You under the Terms, You will pay all costs and expenses, including, without restriction, litigation costs and attorneys’ fees, incurred by Us in connection with all such collection proceedings. Unless We otherwise agree, all purchases of the Services are final, no returns will be accepted, and no refunds will be made.
6.Deployment Schedule. From time to time, as We may determine in Our sole discretion, We may provide You with a deployment schedule for some of the Services, including, without limitation, building Your Store, training of Your staff, and development of marketing plans and promotions for You. Such deployment schedule may set forth actions to be taken by You and performance times for such actions. You will timely perform all such actions without additional notice from Us. Unless We otherwise agree, the initial promotion for You will commence thirty (30) days after Your payment obligations begin.
7.Payment Gateways. We, in Our sole discretion, may use one or more payment gateway providers in connection with processing payments for Your Services by You, Your Users and/or Your Patients. If the payment gateway provider We use declines to process such payments, then, in addition to all other rights and remedies in the Terms or available at law or in equity, We may refuse to provide to You any Services, suspend Our performance of the Terms, in whole or in part, and/or terminate the Terms, in whole or in part.
8.Term, Termination, Suspension of Performance, and Notice. The Terms are effective at the Acceptance and shall continue for the Pilot Period, unless We or You terminate the Terms earlier in accordance with the Terms. If We offered You, and You accepted, a Deferred Payment Start Date, the initial term will five (5) months after the Deferred Payment Start Date. After the initial term ends, and You continue Our Services, the Terms will automatically renew for successive terms of six (6) consecutive months, unless You or We terminate the Terms in accordance with the terms. By written notice or Electronic Notice, We may terminate the Terms or suspend or terminate Our performance under the Terms, in whole or in part, without liability for such termination or suspension, for any one or more of the following causes: (a) Your breach of any of the Terms; (b) Your failure, or Revance’s failure, to pay any amount to Us when due; (c) Your breach of any License or License Condition term; (d) Your breach of any Acceptable Use term; (e) Your violation of any law, rule, regulation, or order of a court or other governmental authority; or (f) any denial of payment processing by a payment gateway provider used by Us to process payments for Your Services. In addition, We may terminate the Terms and Our performance as a whole for convenience, without liability for such termination, by giving You at least ninety (90) days advance written notice or Electronic Notice. Your postal address and electronic mail addresses for notices are those addresses for You in Our records. Termination by Us or You for any or no reason will not relieve You of Your obligations to Us, including, without limitation, payment, and these obligations will survive termination of the Terms. You may terminate the Terms and Your performance as a whole for convenience, only after expiration of the Pilot Period set forth above, without liability for such termination, by giving Us at least thirty (30) days advance written notice or Electronic Notice. Our written notice address is 6200 LBJ Freeway, Suite 180, Dallas, TX 75240, attention: Managing Member. Our electronic address is set forth on the DRG Website. We or You may change our respective notice addresses by notice provided in accordance with this section.
9.Termination and Breach Related Payments and Remedies. If We terminate the Terms for cause before We provide any Services to You, We may retain any deposit You paid to Us as liquidated damages and not as a penalty. After We provide any Services to You, if We terminate the Terms for cause, for any denial of payment processing by a payment gateway provider used by Us to process payments to You by Your Users or Patients, or for failure by You to pay amounts due Us for any reason, You will pay Us upon demand all one-time charges for service establishment and all monthly charges for service for the initial term and any renewal terms less amounts paid by You to Us before termination. After We provide any Services to You, if We terminate the Terms for cause, suspend Our performance of the Terms for cause, or terminate or suspend Our performance of the Terms for Your failure to pay amounts when due to Us, for any reason, including, without limitation, denial of payment processing by a payment gateway provider used by Us to process payments to You by Your Users or Patients or de-commissioning or any other disablement by Us of Your Store, for any reason, We may also charge You, and You will pay Us, a restoration of service fee for restoral of services to You after resolution of the termination, suspension, or failure to pay. Restoration of service fees, if any, are set forth on the DRG Website. If You breach any License term or any License Condition term, including, without restriction, by copying of Our Content or by development by or for You of derivatives of Our Content, We may require You to pay upon Our demand, and You will promptly pay Us upon Our demand, any one or more of the following: (i) all one-time charges for service establishment and all monthly charges for service for the initial term and any renewal terms less amounts paid by You to Us; (ii) attorneys’ fees and litigation related costs We incur in connection with Our efforts to remedy Your breach of any License term or any License Condition term; and/or (iii) statutory damages to which We are entitled, and other damages that We incur, in connection with Your breach of any License term or any License Condition term. Any failure by You to make payments We demand above shall incur interest charges at the rate set forth in section 5 of these Terms, unless We waive such interest payments in a writing signed by Us.
10.LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AND OUR SUPPLIERS ENTIRE LIABILITY TO YOU, YOUR USERS, YOUR PATIENTS, AND/OR ANY THIRD PERSON, IN CONNECTION WITH THE TERMS AND THE SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR UNAUTHORIZED ACCESS TO OR USE OF OUR OR OUR SUPPLIERS’ SYSTEMS OR LIABILITY ARISING FROM COMMUNICATIONS BETWEEN OR AMONG YOU, US, YOUR PATIENTS, YOUR USERS, AND/OR OUR SUPPLIERS, WHETHER IN TORT, INCLUDING, BUT NOT LIMITED TO, OUR OR OUR SUPPLIERS’ NEGLIGENCE, IN CONTRACT, OR OTHERWISE, SHALL NOT EXCEED THE PRICE PAID TO US OR OUR SUPPLIERS DURING THE MOST RECENT CALENDAR YEAR OR PART THEREOF FOR THE SERVICES THAT GIVE RISE TO THE LIABILITY. IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE TO YOU, YOUR USERS, YOUR PATIENTS, AND/OR ANY THIRD PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT SUCH DAMAGES WERE FORSEEABLE. IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE IN DAMAGES TO YOU, YOUR USERS, YOUR PATIENTS, AND/OR THIRD PARTIES FOR CLAIMS OF INFRINGEMENT OF ANY KIND, AND OUR AND OUR SUPPLIERS ENTIRE LIABILITY TO YOU, YOUR USERS, YOUR PATIENTS, AND/OR THIRD PARTIES FOR CLAIMS OF INFRINGEMENT SHALL BE LIMITED TO REMOVAL OF THE INFRINGING ITEM TO THE EXTENT REASONABLY POSSIBLE FROM THE SERVICES AND/OR OUR OTHER PUBLICATIONS. WITH RESPECT TO CLAIMS OF INFRINGEMENT, AT OUR EXCLUSIVE OPTION, WE MAY, BUT ARE NOT OBLIGATED TO, MODIFY THE SERVICES AND/OR THE CUSTOMER INFORMATION (AS DEFINED BELOW) IN ORDER TO REMOVE, AVOID, OR REMEDY CLAIMS OF INFRINGEMENT. ANY SUCH ACTION BY US SHALL NOT BE DEEMED A BREACH OF THESE TERMS AND SHALL BE WITHOUT LIABILITY TO YOU, YOUR USERS, YOUR PATIENTS, OR ANY THIRD PARTY, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION. FOR CLAIMS OF LIABILITY AGAINST US AND/OR OUR SUPPLIERS THAT ARE BASED UPON SUCH COMMUNICATIONS, WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO CORRECT DEFICIENCIES, IF ANY, IN COMMUNICATIONS SYSTEMS OWNED OR CONTROLLED BY US. SUCH EFFORTS BY US, SUBJECT TO THE LIABILITY LIMITATIONS IN THESE TERMS, COMPRISE YOUR, YOUR USERS’, AND YOUR PATIENTS’ EXCLUSIVE REMEDY AGAINST US AND OUR SUPPLIERS. WE AND/OR OUR SUPPLIERS SHALL NOT BE LIABLE IN DAMAGES TO YOU, YOUR USERS, YOUR PATIENTS, OR ANY THIRD PARTY FOR CLAIMS OF LIABILITY ARISING FROM ERRORS OR OMISSIONS IN PRICING, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, BY OUR OR OUR SUPPLIERS’ NEGLIGENCE, AND INCLUDING, WITHOUT LIMITATION, PRICING FOR PRODUCTS ON THE DRG WEBSITE AND/OR YOUR STORE. IN THE EVENT OF SUCH ERRORS OR OMISSIONS IN PRICING, OUR AND/OR OUR SUPPLIERS ENTIRE LIABILITY TO YOU, YOUR USERS, YOUR PATIENTS, OR SUCH THIRD PARTIES WILL BE TO CORRECT THE ERRONEOUS PRICING FOR SERVICES ON THE DRG WEBSITE AND/OR YOUR SERVICES ON YOUR STORE AND/OR, AT OUR DISCRETION, WORK WITH YOU TO CANCEL ORDERS WITH ERRONEOUS PRICING FOR SERVICES ON THE DRG WEBSITE AND/OR YOUR SERVICES ON YOUR STORE. THE FOREGOING REMEDIES FOR ERRORS OR OMISSIONS IN PRICING ARE YOUR, YOUR USERS’, AND YOUR PATIENTS’ EXCLUSIVE REMEDIES AGAINST US AND/OR OUR SUPPLIERS FOR LIABILITY CLAIMS ARISING FROM ERRORS OR OMISSIONS IN PRICING.
11.DISCLAIMER OF WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS MAKE NO WARRANTIES TO YOU IN CONNECTION WITH THESE TERMS AND/OR THE SERVICES, AND WE AND THEY DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR OTHERWISE. THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND WITH ALL FAULTS.
12.Disclaimer of Professional Services. Your, Your Users, and Your Patients agree that We and Our Suppliers and the Services do not provide, and are not engaged in the provision of, professional medical or pharmacy services or other professional services, and the Services do not comprise professional medical, pharmacy, or other professional services. You, Your Users, and Your Patients agree: (a) that You alone, and not We or Our Suppliers, provide, are responsible for providing, and will provide professional medical, pharmacy, and other professional services to Your Users and Your Patients who use, purchase, or pay for the Services or Your Services,; (b) that any Services and/or any of Your Services purchased, used, or paid for by You, Your Users, and/or Your Patients that are restricted under applicable law have been duly and lawfully prescribed by You in connection with professional medical, pharmacy, and other professional services provided by You to Your Users and/or Your Patients; (c) that Your Patients and Users seek and will seek from You, and not from Us or Our Suppliers, and You, and not Us or Our Suppliers, provide and will provide to Your Users and Patients, professional medical, pharmacy, and other professional services in connection with the Services and/or Your Services and will not use Us, Our Suppliers, and/or the Services as substitutes for professional medical, pharmacy, and other professional services; and (d) that Your Users and Patients are at least eighteen (18) years of age and are fully competent to enter into contractual relationships.
13.Indemnity. You, Your Users, and Your Patients, jointly and severally, will, at Your and their sole cost and expense, indemnify, hold harmless, and defend Us and Our Suppliers, and their respective members, directors, officers, employees, and agents, (together, “Our Indemnitees”) from and against all claims, demands, liability, actions, lawsuits, orders, judgments, costs and expenses, including, without limitation, costs of litigation and attorneys’ fees (all together, the “Claims”) against Our Indemnitees arising from one or more of the following: (a) breach of any of the Terms by You, such User, or such Patient, including, without limitation, Terms relating to accessibility of Your Store; (b) Your, such User’s, or such Patient’s negligence or other wrongful act or omission; (c) the use or abuse of the Services by You, such User, and/or such Patient; and/or (d) violation of any law, rule, regulation, or order by You, such User, or such Patient, including, without limitation, any law, rule, regulation, or order pertaining to accessibility of Your Store. We will give You and/or the applicable User or Patient reasonable written or Electronic Notice of any written Claim subject to indemnification under these Indemnity Terms. You, such User, and/or such Patient will undertake promptly the defense of all Claims using counsel acceptable to Us. If such defense is not undertaken promptly or is undertaken with counsel not acceptable to Us, We may undertake such defense at Your or the applicable User’s and/or Patient’s sole cost and expense. You, such User, and/or such Patient will not settle any Claim without Our prior written consent.
14.Customer Information, Your License to Us and Our Suppliers. You, Your Users, and Your Patients will provide Us and Our Suppliers, at times We determine, all information We require for Us or for Our Suppliers, in the format We require for Us or Our Suppliers, that We or they require in order to sell, provide, bill, and receive payment for, any Services and in order to permit You, Your Users, and/or Your Patients to use, provide, order, purchase, and pay for any Services and/or any of Your Services (together, the “Customer Information”). Customer Information excludes the Content, De-Identified Information, and Our Confidential Information (as defined below). Customer Information includes, but is not limited to, Your, Your Users’, and Your Patients’ payment information, billing information, and contact information, Your images and descriptions for Your Services that You provide to Us, Your marks and logos that You provide to Us, and Your other website content, templates, and look and feel that You provide to Us. Customer Information does not include Your name. You, Your Users, and Your Patients agree as follows: (a) that We may provide Customer information that We require to Our Suppliers; (b) that We and Our Suppliers will and may rely upon Customer Information that You, Your Patients or Your Users provide in order to sell, bill, receive payment for, and provide the Services, to depict Your Store, the Services, Our other publications, and/or Your Services, to apply for, have, own, enforce, and/or maintain intellectual property, including, without restriction, trademarks, service marks, and copyrights, for purposes set forth in Our privacy policy on the DRG Website, to perform or enforce any of these Terms, and for other purposes permitted in the Terms or applicable law (together, the “Customer Information Purpose”); (c) You grant Us and Our Suppliers a world-wide, non-exclusive, royalty-free, transferable, irrevocable, and perpetual license (with a right to sublicense third parties) to use, reproduce, copy, disclose, distribute, transmit, transfer, post, upload, download, display, adapt, modify, and make derivative works of the Customer Information for the Customer Information Purpose; (d) the Customer Information is complete and accurate and does not infringe the rights or property of third parties; (e) You, Your Users, and/or Your Patients own the Customer Information and/or have all rights and consents necessary to perform the Terms, including, but not limited to, granting the licenses and sublicenses under the Terms; and (f) You, Your Patients, and Your Users consent to use of the Customer Information as described in the Terms, and You will provide written evidence of such consent to Us as We may request from time-to-time. We will not provide to Our Suppliers, who are product manufacturers any Protected Health Information (“PHI”), as defined below, without Your consent.
15.Coordination. You consent to and authorize Us and Our Suppliers to coordinate on Your behalf with Your other online suppliers as We or Our Suppliers deem necessary for the Customer Information Purpose, and You will provide written evidence of such consent and authorization to Us and/or Our Suppliers as We and/or they may request from time-to-time.
16.Sale or Transfer of Customer Information. Except as permitted or required by the Terms, We will not otherwise sell or transfer Customer Information to third parties.
17.Acceptable Use. We may terminate, deny, suspend or otherwise restrict access to, purchase of, or use of the Services by You, Your Users, and/or Your Patients, and/or terminate, in whole or in part, the Terms, if use, disclosure, or copying of the Services, in Our sole opinion, violates the Terms, is objectionable or unlawful, and/or interferes with the functioning or use of the Services by Us or others. Violation of Acceptable Use Terms includes, but is not limited to, any one or more of the following: (a) Your access, without permission or right, the accounts, the Services, or Our computer systems or networks or those of other persons, spoofing the URL, DNS or IP addresses of DRG or any other person, and/or Your penetrating the security measures of the Services, Our or another person’s computer systems or networks, or Your attempt to do any of the foregoing; (b) transmitting uninvited communications, data or information, or engaging in other similar activities, including, but not limited to, “spamming”, “flaming” or denial of service attacks; (c) intercepting, interfering with or redirecting email or other transmissions sent by or to Us or others; (d) introducing into the Services, and/or related computer systems or networks, viruses, worms, Trojan horses, or other harmful or malicious code; (e) engaging in conduct that is defamatory, fraudulent, obscene or deceptive; (f) infringing or otherwise violating Our or any other person’s copyright, trademark, patent, trade secret, proprietary, or other intellectual property rights; (g) engaging in any conduct harmful to the Services, the related computer systems or networks, and/or other users of the same; and/or (h) using the Services, or the related computer systems or networks, to violate or in violation of applicable law.
18.Confidential Information. (a) Unless otherwise required by law, no information provided by You, Your Users, or Your Patients to Us or Our Suppliers, including, but not limited to, Customer Information, is Your, Your Users’, or Your Patients’ confidential information. Information provided by You, Your Users, and/or Your Patients may be used, disclosed, and copied by Us and Our Suppliers for any purpose authorized or permitted by applicable law, Our privacy policy, and/or the Terms. You, Your Patients, and Your Users hereby consent to and authorize such use, disclosure, and copying, and You, Your Users, and/or Your Patients will provide written evidence of such consent and authorization to Us as We or Our Suppliers may request from time-to-time. (b) The following information is and shall remain Our confidential information and Our sole and exclusive property, or that of Our Suppliers, as applicable: (i) De-Identified Information; (ii) Content which is not publicly available without restriction, including, but not limited to, pricing; (iii) Our or Our Suppliers’ software programming code; (iv) the Terms; and (v) other information designated by Us or Our Suppliers as confidential information from time-to-time (together, “Our Confidential Information”). If disclosed by Us to You, Your Users, and/or Your Patients, You, Your Users, and/or Your Patients will use Our Confidential Information solely in order to permit You, Your Users, and/or Your Patients to use, order, purchase, and/or pay for any Services or Your Services (together, the “Confidential Information Purpose”). You, Your Users, and Your Patients will not copy or disclose Our Confidential Information to third parties unless such copying or disclosure is approved in advance in writing by DRG and is solely for the Confidential Information Purpose. You, Your Users, and Your Patients have no interest or right in Our Confidential Information, except as expressly granted by the Terms, and You, Your Users, and Your Patients will return or destroy all copies of Our Confidential Information in Your or their possession or control upon demand by Us and/or upon termination of the Terms and/or any license granted by Us to use such information.
19.Protected Health Information. If, and only to the extent that, We are Your business associate, as the term business associate is defined in rules and regulations of the Department of Health and Human Services (“HHS rules”) at 45 CFR sec. 160.103 and if, and only to the extent that, We create, receive, maintain, or transmit Protected Health Information (“PHI”) from, to, or for You, as the term Protected Health Information is defined in HHS rules at 45 CFR sec. 160.103, then the PHI that We create, receive, maintain, or transmit from, to or for You, shall be subject to the business associate agreement (“BAA”) between You and Us that is attached to these Terms and such BAA is hereby made a part of these Terms. The BAA will not apply, and will not be part of these Terms, if We are not Your business associate or We do not create, receive, maintain or transmit PHI from, to, or for You under HHS rules.
20.General. (a) The Terms are the entire agreement between You and Us on the subject matter of the Terms and they supersede all prior or contemporaneous agreements, representations, and understandings on that subject matter. (b) Only We may change the Terms in accordance with the Terms. (c) You or We may waive performance of any Term by the other party by written notice signed by the waiving party to the other party or by Electronic Notice from the waiving party to the other party. No other waivers shall be effective. (d) All obligations incurred by You under the Terms, including, but not limited to, Payment Terms and License Terms, shall survive termination of the Terms. (e) If You or We commence legal proceedings against the other party in connection with the Terms, the attorneys’ fees, costs and expenses of such proceedings incurred by the party that prevails in such proceedings shall be paid by the party that did not prevail. (f) We may assign the Terms to a successor in interest without notice and/or to another person or entity by written notice or Electronic Notice to You. You may not assign the Terms without Our prior written consent, which consent may be given or refused in Our sole discretion. (g) You, Your Patients, and/or Your Users will pay all taxes, duties, and fees applicable by law to the Services, unless an exemption applies by law and is duly documented in accordance with applicable law by You, Your Users, and/or Your Patients to Our satisfaction. (h) We and You are independent contractors and not agents or employees of the other. Except as otherwise stated in these Terms, neither We nor You may act for or bind the other. The persons furnished by each party are the employees or contractors of the furnishing party and not the employees or contractors of the other party. The furnishing party will be solely responsible for compliance with labor and tax laws applicable to that party’s employees and contractors. (i) If any part of the Terms is held to be unenforceable, the unenforceable part shall be severed from the remaining Terms and the remaining Terms shall be performed by the parties. (j) We shall not be liable to You for any failure or delay in performance due to causes beyond Our reasonable control, including, but not limited to, weather, fire, storm, flood, earthquake, or other acts of God, war, terrorism, embargo, boycott, strikes or other labor disputes, delays or failures in transportation, delays or failures in communications systems, computer systems, and/or networks, power failures, malicious or other harmful code, denial of service attacks, unauthorized access to or use of communications services and/or communications or computer equipment and/or systems, acts of government, civil, or military authority, delays or failures by suppliers, and other causes beyond Our reasonable control. Our time for performance shall be extended by a period of time at least equal to the time period of the foregoing cause or causes. (k) The Terms shall be governed by and construed in accordance with the laws of the State of Texas and applicable laws of the United States, except laws concerning conflicts of law, and venue for all legal proceedings in connection with these Terms shall be in the State and Federal courts located in Dallas County, Texas. You consent to personal jurisdiction of such courts and You will not object to such venues. (l) If any person believes the DRG Website or Content infringes that person’s copyright, that person should provide notice in writing to Derm Resource Group, attention Copyright Notice Manager, 6601 Hillcrest Ave. Suite E, #201, Dallas, TX 75205, email address: [email protected], with the following information: (i) signature of copyright owner or person authorized to act on behalf of the owner; (ii) identification of copyrighted work claimed to be infringed; (iii) identification of the material claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit the service provider to locate the material; (iv) information reasonably sufficient to permit the service provider to contact the complaining party (address, phone number and, if available, email address); (v) a statement that the complaining party has a good faith belief that use of the material in the manner complained is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the exclusive right allegedly being infringed. (m) Our rights and remedies in the Terms are in addition to, and not in lieu of, all rights and remedies available to Us at law or in equity. (n) Risk of loss for Services shall pass to You or Your Users or Patients at the time of purchase. We shall have no liability for loss of, damage to, or injury to such Services.
BUSINESS ASSOCIATE AGREEMENT
THIS BUSINESS ASSOCIATE AGREEMENT (“BAA”) is part of the Terms between Physician Practice and DRG and is subject to the Terms.
1.General Definitions. The following terms used in this BAA shall have the same meaning as those terms in the HIPAA Rules (as the term HIPAA Rules is defined below): Breach; Data Aggregation; Designated Record Set; Disclosure; Health Care Operations; Individual; Minimum Necessary; Notice of Privacy Practices; Protected Health Information; Required By Law; Secretary; Security Incident; Subcontractor; Unsecured Protected Health Information; and Use.
2.Specific Definitions.
a.Business Associate. “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CFR sec. 160.103, and in reference to the party to this agreement, shall mean DRG.
b.Covered Entity. “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR sec. 160.103, and in reference to the party to this agreement, shall mean Physician Practice.
c.HIPAA Rules. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Parts 160 and 164.
3.Obligations and Activities of Business Associate. Business Associate agrees to:
a.Not use or disclose Protected Health Information other than as permitted or required by the Agreement or as Required by Law;
b.Use appropriate safeguards, and comply with applicable provisions of Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information, to prevent Use or Disclosure of Protected Health Information other than as provided for by the Agreement;
c.Report to Covered Entity any Use or Disclosure of Protected Health Information not provided for by the Agreement of which it becomes aware, including Breaches of Unsecured Protected Health Information as required at 45 CFR sec. 164.410, and any Security Incident of which it becomes aware;
d.In accordance with 45 CFR secs. 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit Protected Health Information on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information;
e.Make available Protected Health Information in a Designated Record Set to the Covered Entity as reasonably necessary to satisfy Covered Entity’s obligations under 45 CFR sec. 164.524;
f.Make any amendment(s) to Protected Health Information in a Designated Record Set as reasonably directed or agreed to by the Covered Entity pursuant to 45 CFR sec. 164.526, or take other measures as reasonably necessary to satisfy Covered Entity’s obligations under 45 CFR sec. 164.526;
g.Maintain and make available the information required to provide an accounting of Disclosures to the Covered Entity as reasonably necessary to satisfy Covered Entity’s obligations under 45 CFR sec.164.528;
h.To the extent the Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s); and
i.Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.
4.Permitted Uses and Disclosures by Business Associate.
a.Business associate may only Use or Disclose Protected Health Information:
i.as necessary to perform the Terms;
ii.to de-identify the information in accordance with 45 CFR secs. 164.514(a)-(c); and/or
iii.as Required by Law.
b.Business Associate agrees to make Uses and Disclosures and requests for Protected Health Information consistent with Covered Entity’s Minimum Necessary policies and procedures provided by Covered Entity to Business Associate in writing and/or upon demand by Business Associate.
c.Business Associate may not Use or Disclose Protected Health Information in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity, except for the specific Uses and Disclosures set forth below:
i.Business Associate may Use Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.
ii.Business Associate may Disclose Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of the Business Associate, provided the Disclosures are Required by Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and Used or further Disclosed only as Required by Law or for the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
5.Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions.
a.Covered Entity shall notify Business Associate of any limitation(s) in the Notice of Privacy Practices of Covered Entity under 45 CFR sec. 164.520, to the extent that such limitation may affect Business Associate’s Use or Disclosure of Protected Health Information.
b.Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an individual to Use or Disclose his or her Protected Health Information, to the extent that such changes may affect Business Associate’s Use or Disclosure of Protected Health Information.
c.Covered Entity shall notify Business Associate of any restriction on the Use or Disclosure of Protected Health Information that Covered Entity has agreed to or is required to abide by under 45 CFR sec. 164.522, to the extent that such restriction may affect Business Associate’s Use or Disclosure of Protected Health Information.
6.Permissible Requests by Covered Entity. Covered entity shall not request Business Associate to Use or Disclose Protected Health Information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by covered entity.
7.Term and Termination.
a.Term. This Agreement shall become effective only when DRG is a Business Associate as defined at 45 CFR sec. 160.103 and, in such capacity, creates, receives, maintains, or transmits Protected Health Information on behalf of Covered Entity. This Agreement shall terminate upon the earliest to occur of the following:
i.termination of the Terms;
ii.termination of the Agreement for cause in accordance with the Agreement;
iii.termination of DRG’s status as a Business Associate; and/or
iv.termination of DRG’s Use and Disclosure of Protected Health Information.
b.Termination for Cause. Either party may terminate this Agreement for cause if the other party has breached a material term of the Agreement and the breaching party has not cured the breach within thirty (30) days of receipt of written or electronic notice of the breach.
8.Obligations of Business Associate Upon Termination.
a.Upon termination of this Agreement for any reason, and except as otherwise set forth in this Agreement, Business Associate shall return to Covered Entity or destroy all Protected Health Information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, that the Business Associate still maintains in any form. Business associate shall retain no copies of the protected health information, except as otherwise set forth in this Agreement.
b.Business Associate may retain only that Protected Health Information which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities, and, with respect to such retained information:
i.continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information to prevent Use or Disclosure of the Protected Health Information, other than as provided for in this section, for as long as Business Associate retains the Protected Health Information;
ii.not Use or Disclose the Protected Health Information retained by Business Associate, other than for the purposes for which such Protected Health Information was retained and subject to the same conditions set out at section 4, Permitted Uses and Disclosures By Business Associate, which applied prior to termination; and
iii.return to Covered Entity or destroy the Protected Health Information retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities.
c.Survival. The obligations of Business Associate under this section shall survive the termination of this Agreement.
9.Miscellaneous.
a.Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended.
b.Amendment. The parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law.
c.Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules. No ambiguity in a term or provision of this Agreement shall be construed against either party because that party or its representative drafted the term or provision.
By signing below, the undersigned acknowledges reading and agreeing to this document.