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Terms & Conditions

Terms and Conditions of Use

Last Modified: 06/28/23

Acceptance of Terms and Conditions Use

This site (the “Site”) and all of its content, functionality and services, are offered and hosted by ClearGage, LLC (“ClearGage,” “we,” “us,” “our”). The Site may include, but is not limited to, on-line services that enable you to access billing, payment and other account information that facilitates making online electronic payments to your Provider. As used herein, the term “Provider” means the entity, corporation, person or other third-party who has, for your convenience, requested that the Site be made available to you.

THE FOLLOWING TERMS AND CONDITIONS OF USE (THE “AGREEMENT”) GOVERN YOUR USE OF THE SITE AS PROVIDED BY US AND OUR APPLICATION ADMINISTRATORS AND LICENSORS AND ACCESSED THROUGH THIS SITE.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU START TO USE THE SITE. BY USING THE SITE, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THE TERMS CONTAINED HEREIN AND IN OUR PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. FURTHER, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ACCESS THE SITE AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SITE.

Changes to Terms and Conditions Use

We may revise and update this Agreement from time to time in our sole discretion, with or without notice. All changes are effective immediately when we post them. Your continued use of the Site following the posting of the revised Agreement means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Processing Services

Through the Site, you may have access to view your billing, payment and other account records and to complete electronic payments.
Through your use of the Site’s payment processing services, you understand that you are authorizing us to process payments according to your instructions, which may include, without limitation, payments from a credit or debit card or bank or financial institution account (the “Transaction Account”) that you designate according to your instructions. It is your responsibility to establish and maintain sufficient funds in the Transaction Account and to pay any and all fees associated with the transaction including any fees charged by your Provider and/or your bank of financial institution for failed transactions. You authorize us to charge your Transaction Account and remit funds on your behalf so that the funds arrive as close to the business day designated by you as reasonably possible.

If there are insufficient funds or available credit, your credit card company, financial institution, ClearGage and/or Provider may charge you a fee, interest or decline your online payment. You are solely responsible for paying any fees or interest associated therewith, and any other fees, charges, or interest levied by your credit card company, bank or financial institution with respect to any transaction processed using the Site. You are also responsible for any fees, charges or interest levied by your Provider for any payments which are not timely received by your Provider for any reason.

You understand that your Provider determines the amount that appears on your invoice, and that we do not have any authority to determine or otherwise modify the balance. You understand that any questions or disputes regarding the balance and/or the services provided by your Provider must be resolved directly with your Provider, and that we have no authority to resolve any such disputes. Any requests for refunds must be requested, approved by and processed through your Provider.

We will use our best efforts to process all your payment authorizations promptly and properly. However, we shall incur no liability if we are unable to complete any payments initiated by you because of the existence of any one or more of the following circumstances:

For this reason, it is recommended that all payment authorizations be received by us at least three (3) business days before the actual due date, not the late date. If you properly follow the procedures described herein, and we fail to process payment authorizations in a timely manner, we will bear responsibility for any late charges ($50 maximum) actually incurred by you. In any other event, including, but not limited to, sending a payment authorization less than three (3) days prior to the actual due date, the risk of incurring and the responsibility for paying any and all late charges or penalties shall be borne by you.

Authorization of payment of taxes or court-directed payment through the Site is prohibited.

Collection of Information

Please read our Privacy Statement posed at the Site to understand how we will protect your privacy and use information that you provide to us.

The security of any data you submit via this Site is very important to us. This Site uses encryption technology. Certain portions of the Site will only be accessible through a password selected by you. We will maintain the confidentiality of your password and you must not disclose your password to any unauthorized person. If your password has been compromised in any way or you believe that some other person has access to your password, you must notify us immediately and/or change your password through the Site.

The information we collect from you through your use of the Site is collected only for the purpose of facilitating your payments to your Provider and any other Site offered by your Provider through ClearGage. We use the information you submit to identify your payment and ensure that it is properly allocated. You agree to notify us immediately upon your discovery or suspicion of unauthorized use of your account and any other breach of security.

YOU EXPRESSLY ACKNOWLEDGE THAT YOUR USE OF THE SITE TO REMIT PAYMENTS TO THIRD PARTIES REQUIRES THAT WE PROVIDE THE INFORMATION YOU SUBMIT TO US VIA THE SITE TO APPLICATION ADMINISTRATORS, CREDIT CARD COMPANIES AND OTHER THIRD PARTIES. THOSE THIRD PARTIES ARE RESPONSIBLE FOR THE COLLECTION AND PROTECTION OF YOUR PERSONAL DATA, NOT CLEARGAGE. YOU SHOULD REFER TO YOUR PROVIDER’S AND CREDIT CARD COMPANY AND/OR FINANCIAL INSTITUTION’S PRIVACY NOTICES IF YOU HAVE QUESTIONS ABOUT HOW YOUR DATA IS HANDLED.

Rules and Regulations Regarding Your Conduct

You agree to use the Site only for lawful purposes in compliance with all applicable laws. You agree NOT to use the Site: (i) to fraudulently represent products or services; (ii) to send spam or other unsolicited or duplicative messages in violation of applicable laws; (iii) to facilitate or aide any of the above activities; (iv) in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (v) to impersonate ClearGage, any of ClearGage’s employees, personnel, consultants, officers, shareholders, any of ClearGage’s application administrators, or licensors, any other user or any other person or entity (including, without limitation, by using the email addresses, screen name or login information associated with any of the foregoing); (vi) to engage in any other conduct that restricts or inhibits anyone’s use of the Site, or which, as determined by us, may harm ClearGage, our application administrators, or licensors, or other users of the Site or expose any of the aforementioned to liability.

Additionally, you agree NOT to: (i) use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site; (ii) use any robot, spider or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site; (iii) use any manual process to monitory or copy any of the material on the Site or for any other unauthorized purpose; (iv) use any device, software or routine that interferes with the proper working of the Site; (v) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site, the server(s) on which the Site is stored, or any service, computer or database connected to the Site; or (vi) otherwise attempt to interfere with the proper working of the Site, or proper provision of the Site.

You may NOT store, distribute or transmit (i) obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy or intellectual property rights; or (ii) materials containing viruses or Trojan horses or tools to compromise the security of other Web sites, tools used to collect email addresses for use in sending unsolicited bulk email, or tools used to send unsolicited bulk mail. You may not post, upload or otherwise distribute copyrighted material without the consent of the copyright holder. You agree that you will comply with all policies and other instructions that we inform you about in relation to your content or your use of the Site.

Monitoring and Enforcement; Termination

We have the right to: (i) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site; and/or (ii) terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of this Agreement.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS CLEARGAGE AND ITS RESPECTIVE AFFILIATES, LICENSORS, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Unauthorized Transfers

You are responsible for your account username and password. In the event that your username and/or password is lost or stolen, it is your responsibility to notify ClearGage immediately so ClearGage can take the necessary and appropriate action. ClearGage is not and shall not be responsible for any loss, financial or otherwise, as a result of any lost or stolen account username and/or password.

In using the Site, you are requesting that payments be made to your Provider from your designated Transaction Account. If your financial institution, or the holder of the account from which you have designated payment from is unable to process a transaction (for example, there are not sufficient funds in your account to cover the transaction), the transaction may not be completed.

Charges

You acknowledge and agree that you may be charged for certain features or services offered through the Site, including, without limitation, being charged for receiving a bill electronically or for payment authorizations that you choose to send electronically. There may be a charge for additional transactions and other optional services. You will receive prior notice of any such charges before incurring them.

Ownership Rights

The Site and its contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) are owned by us, or our licensors, and the Site are protected by United States copyright laws and international treaty provisions. You acknowledge and agree that we own all right, title, and interest in and to the Site, the technology and software available on the Site. You may download or print your billing and payment records from the Site solely for your own use. Any other copying, redistribution, retransmission to any other entity or publication of any viewable material is prohibited.

Disclaimer of Warranties

YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE SITE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ALL CONTENT AND SERVICES THEREIN ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SITE AND ALL CONTENT AND SERVICES THEREIN WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SITE AND CONTENT AND SERVICES THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE AND ALL CONTENT AND SERVICES THEREIN WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR PERSONAL INJURY, OR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF OR DISCLOSURE OF DATA (INCLUDING PERSONAL DATA OR INFORMATION), BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SITE AND ALL CONTENT AND SERVICES THEREIN, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

General

Your rights and obligations under this Agreement shall not be transferred or assigned directly or indirectly without the prior written consent of ClearGage. If any provision of this Agreement is found to be illegal or unenforceable, such provision will be deemed modified to conform to applicable laws or regulations, or if it cannot be so modified without materially altering the intent of the parties, it shall be stricken and the remainder of the Agreement shall continue in full force and effect. This Agreement and all matters related thereto shall be construed in accordance with the laws of the State of Florida, except those rules relating to conflicts of laws. Any action or proceeding arising out of or related to this Agreement shall be brought only in a court located in Hillsborough County, Florida. Each party expressly consents to the jurisdiction of such courts. No delay or failure by either party to exercise any right, power or remedy accruing upon any breach, default or noncompliance under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of such or any subsequent breach, default or noncompliance. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous agreements, communications, representations and understandings (both written and oral) regarding such subject matter. Except as expressly provided herein, this Agreement may only be modified by a written document executed by both all parties.

Business Associate Agreement Schedule

This Business Associate Agreement (“BAA”) is entered into between ClearGage, LLC (“ClearGage”) and the applicant on the application form of the Agreement (“Client”) and is a schedule (“Schedule”) to your ClearGage Master Services Agreement (the “Agreement”) for the ClearGage services (“Services”). Capitalized terms used and not defined herein will have the respective meanings given to such terms in the Agreement. Please ensure that you read this Schedule carefully. For greater certainty, this Schedule is part of the Agreement and remains subject to all of the other terms and conditions of the Agreement. To the extent of any inconsistency between the terms and conditions of this Schedule and any provision of the Agreement, the terms and conditions of this Schedule will govern.

Recitals

A. Client and ClearGage have entered into the Agreement and one or more other agreements collectively constituting the “Business Relationship” between the parties as of the date on which Client enters into the Agreement clicking “I Accept,” “Yes”, or the equivalent on the Application or within the Services, or at such later date upon which ClearGage approves the Client to use the Services (“Effective Date”).

B. As part of the Business Relationship, ClearGage performs or assists in performing certain functions or activities on behalf of Client, a Covered Entity, that involve the use and/or disclosure of Protected Health Information and in such capacity acts as a Business Associate of Client (as such terms are defined in 45 C.F.R. § 160.103).

C. The parties desire to enter into this BAA regarding the use and/or disclosure of Protected Health Information as required by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Standards for Privacy of Individually Identifiable Health Information (the “Privacy Rule”) and the Standards for Security of Electronic Protected Health Information (the “Security Rule”) promulgated thereunder, the Health Information Technology for Economic and Clinical Health Act (Division A, Title XIII and Division B, Title IV, of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) (the “HITECH Act”) and the regulations implementing the HITECH Act.

NOW, THEREFORE, for and in consideration of the representations, warranties and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Agreement

1) Terms Used. Terms used but not otherwise defined, in this BAA or the Agreement shall have the same meaning given to such terms in HIPAA, the HITECH Act, or any implementing regulations promulgated thereunder, including but not limited to the Privacy Rule and the Security Rule. For the avoidance of doubt, the term Protected Health Information shall include Electronic Protected Health Information.

2) Permitted Uses and Disclosures of Protected Health Information. Except as otherwise limited in the Business Relationship or this BAA, ClearGage may use and/or disclose Protected Health Information to perform the functions, activities, or services for or on behalf of Client as specified in the Business Relationship and to provide Data Aggregation services, so long as such use and/or disclosure (a) would not violate the Privacy Rule or Security Rule if done by Client, (b) is reasonably limited to the minimum necessary information to accomplish the intended purpose of the use or disclosure, (c) is in compliance with each applicable requirement of 45 C.F.R. § 164.504(e), and (d) is in compliance with the HITECH Act and its implementing regulations. All other uses and/or disclosures not authorized by the Business Relationship or this BAA are prohibited.

3) Responsibilities of ClearGage with Respect to Protected Health Information. With regard to the use and/or disclosure of Protected Health Information, ClearGage hereby agrees:

a. not to use and/or disclose Protected Health Information other than as permitted or required by the Business Relationship or this BAA or as required by law;

b. to use appropriate safeguards to prevent the use and/or disclosure of Protected Health Information other than as provided for by the Business Relationship or this BAA;

c. to comply where applicable with the Security Rule provisions set forth in 45 C.F.R. Part 164, Subpart C, including provisions relating to Security Standards General Rules (45 C.F.R. § 164.306), Administrative Safeguards (45 C.F.R. § 164.308), Physical Safeguards (45 C.F.R. § 164.310), Technical Safeguards (45 C.F.R. § 164.312), Organizational Requirements (45 C.F.R. § 164.314) and Policies and Documentation (45 C.F.R. § 164.316), and to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic Protected Health Information which ClearGage creates, receives, maintains, or transmits on behalf of Client;

d. to report to Client any Security Incident or Breach of Unsecured Protected Health Information of which it becomes aware, in the following times and manners: i. any actual, successful Security Incident shall be reported to Client within fifteen (15) business days of ClearGage’s discovery of such actual, successful Security Incident; ii. any attempted, unsuccessful Security Incident of which ClearGage becomes aware shall be reported to Client on a reasonable basis at the written request of Client but in no event more often than on a quarterly basis; and iii. any Breach of Unsecured Protected Health Information shall be reported to Client within fifteen (15) business days of ClearGage’s discovery of such Breach of Unsecured Protected Health Information, iv. and (in any case) any such report shall include the identification of each Individual whose Unsecured Protected Health Information has been, or is reasonably believed by ClearGage to have been, accessed, acquired, used, or disclosed during any such Security Incident or Breach, together with such other information regarding the Security Incident or Breach as is known to ClearGage at the time such report is made (such as the type of Protected Health Information involved in the event, the nature of the information accessed, acquired used, or disclosed, etc.) or promptly thereafter as such other information becomes available;

e. to notify Client promptly and in writing of any use and/or disclosure of Protected Health Information that is not provided for by the Business Relationship or this BAA;

f. to mitigate, to the extent practicable, any harmful effect that is known to ClearGage of a use or disclosure of Protected Health Information by ClearGage in violation of the requirements of this BAA, or as the result of any Security Incident or Breach;

g. to ensure that all subcontractors and agents that create, receive, maintain or transmit Protected Health Information on behalf of ClearGage agree in writing to substantially the same restrictions and conditions that apply to ClearGage with respect to such Protected Health Information;

h. if ClearGage maintains Protected Health Information in a Designated Record Set, to provide access to Client (at the written request of, and in the time and manner reasonably designated by, Client) to Protected Health Information in a Designated Record Set in order for Client to respond to requests for access to Protected Health Information it receives from individuals consistent with the requirements under 45 C.F.R. § 164.524 and to notify Client of any requests for access it receives from an Individual within fifteen (15) business days of receipt;

i. if ClearGage maintains any Protected Health Information in a Designated Record Set, to make any amendment(s) (at the written request of, and in the time and manner reasonably designated by, Client) to Protected Health Information in a Designated Record Set pursuant to 45 C.F.R. § 164.526 and to notify Client of any amendment requests it receives from an Individual within fifteen (15) business days of receipt;

j. to document such disclosures of Protected Health Information and information related to such disclosures as would be required for Client to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 C.F.R. § 164.528;

k. to provide to Client (at the written request of, and in the time and manner reasonably designated by, Client) information collected in accordance with Section 0. of this BAA, to permit Client to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 C.F.R. § 164.528 (and HITECH Act § 13405(c) when such requirements are effective as to Client);

l. to make its internal practices, books, and records relating to the use and/or disclosure of Protected Health Information received from, or created or received by ClearGage on behalf of, Client available to the Secretary of the Department of Health and Human Services or his/her designee, in a time and manner designated the Secretary, for purposes of determining Client’s and/or ClearGage’s compliance with the Privacy Rule and/or Security Rule; and

m. to the extent ClearGage is to carry out an obligation of Client under the Privacy Rule provisions set forth at 45 C.F.R. Part 164, Subpart E (any such obligation to be carried out only when so directed by Client pursuant to the Business Relationship or this BAA), to comply with the requirements of the Privacy Rule that apply to Client in the performance of such obligation;

n. if ClearGage knows of a pattern of activity or practice by its subcontractor or agent that constitutes a material breach or violation of the agreement described in Section 0. of this BAA, (i) to take reasonable steps to cure the breach or end the violation; and (ii) if ClearGage determines that such steps appear to have been unsuccessful, to terminate the agreement with the subcontractor or agent, if feasible.

4) Responsibilities of Client with Respect to Protected Health Information. If deemed applicable by Client, Client shall:

a. provide ClearGage with the notice of privacy practices that Client produces in accordance with 45 C.F.R. § 164.520 as well as any changes to such notice;

b. notify ClearGage in writing of any change in, or revocation of, permission by Individual to the use and/or disclosure of Protected Health Information, if such changes affect ClearGage’s permitted or required uses and/or disclosures;

c. notify ClearGage in writing of any restriction to the use and/or disclosure of Protected Health Information that Client has agreed to in accordance with 45 C.F.R. § 164.522; and

d. be responsible for all communications to and from Individuals pertaining to ClearGage’s activities under this BAA, including communications sent directly to ClearGage, if any, which ClearGage shall forward to Client within fifteen (15) business days for appropriate response.

5) Specific Use and Disclosure by ClearGage. Except as otherwise limited in the Business Relationship and this BAA, ClearGage may:

a. use Protected Health Information for the proper management and administration of ClearGage or to carry out the legal responsibilities of ClearGage;

b. disclose Protected Health Information for the proper management and administration of ClearGage, provided that the disclosures are required by law, or ClearGage obtains reasonable assurances from the person to whom Protected Health Information is disclosed that it will remain confidential and be used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies the ClearGage of any instances of which it is aware in which the confidentiality of Protected Health Information has been breached; and

c. use Protected Health Information to provide Data Aggregation services to Client as permitted by 42 C.F.R. § 164.504(e)(2)(i)(B).

d. de-identify PHI in accordance with the Privacy Rule and use such de-identified information for ClearGage’s own business purposes.

6) Term and Termination.

a. Term. The Term of this BAA shall commence Effective Date amd continue in effect until all of the Protected Health Information provided by Client to ClearGage, or created or received by ClearGage on behalf of Client, is destroyed or returned to Client, or, if it is infeasible to return or destroy Protected Health Information, protections are extended to such Protected Health Information, in accordance with Section 6.c. below.

b. Termination for Cause. Client may immediately terminate the Business Relationship and/or this BAA if Client determines that ClearGage has breached a material term of this BAA.

c. Effect of Termination. Upon termination of the Business Relationship and/or this BAA, for any reason, ClearGage may retain all Protected Health Information received from Client, or created or received by ClearGage on behalf of Client, but shall extend the protections of this BAA to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make its return or destruction infeasible for so long as ClearGage maintains such Protected Health Information. This Section 6)c shall apply to Protected Health Information that is in the possession of subcontractors or agents of ClearGage.

7) Limitation of Liability. IN NO EVENT SHALL CLEARGAGE BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES OF ANY KIND OR NATURE INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, INDEMNITY, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORIES OF LIABILITY, EVEN IF CLEARGAGE HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. Notwithstanding anything in this BAA to the contrary, in no event shall ClearGage’s total liability arising from or relating to this BAA exceed ten thousand ($10,000.00), whether a claim for any such liability or damages is premised upon breach of contract, indemnity, breach of warranty, negligence, strict liability, or any other theories of liability, even if ClearGage has been apprised of the possibility or likelihood of such damages occurring.

8) Miscellaneous.

a. Amendment. The Parties agree to take such action as is necessary to amend this BAA from time to time as is necessary for Client and ClearGage to comply with the requirements of the Privacy Rule, the Security Rule, HIPAA, the HITECH Act and its implementing regulations. Notwithstanding the forgoing, if Client and ClearGage have not amended this BAA to address a law or final regulation that becomes effective and that is applicable to this BAA, then upon the effective date of such law or regulation (or any portion thereof) this BAA shall be amended automatically and deemed to incorporate such new or revised provisions as are necessary for this BAA to be consistent with such law or regulation and for Client and ClearGage to be and remain in compliance with all applicable laws and regulations. Except as provided in this Section 8)a, no amendment to this BAA shall be effective unless it is in writing and signed on behalf of Client and ClearGage.

b. Survival. The respective rights and obligations of ClearGage under Section 6.c. of this BAA shall survive the termination of the Business Relationship and/or this BAA. This Section 7 shall also survive the termination of the Business Relationship and/or this BAA.

c. Regulatory and Statutory References. Any reference in this BAA to a section of HIPAA, the Privacy Rule, the Security Rule, the HITECH Act, or any other regulations implementing HIPAA or the HITECH Act, shall mean such regulation or statute as in effect at the time of execution of this BAA or, if and to the extent applicable, as subsequently updated, amended or revised.

d. Interpretation. Any conflict, inconsistency or ambiguity in or between this BAA and HIPAA or the HITECH Act shall be resolved in favor of a meaning that permits Client to comply with HIPAA and the HITECH Act and any implementing regulations promulgated thereunder, including but not limited to the Privacy Rule and the Security Rule. Any conflict, inconsistency or ambiguity between this BAA and any other contract between ClearGage and Client shall be resolved in favor of this BAA.

e. No Third Party Beneficiary. Nothing in this BAA is intended, nor shall be deemed, to confer any benefits on any third party.

f. Notices. Any notice to Client required or allowed to be given under this BAA shall be deemed delivered when either mailed to the address set forth in the ClearGage Client Application or if electronic notice by providing such notice within the Service (as that term is defined in the Agreement) and if to ClearGage when mailed to 5401 W. Kennedy Blvd., Suite 100 Tampa, FL 33609

g. Effect of BAA. Except as amended by this BAA, the terms and provisions of the Business Relationship shall remain in full force and effect.

h. Assignment. This BAA may not be transferred or assigned by either party without the prior written consent of the other party, except that ClearGage may assign this BAA to a parent, subsidiary, or affiliate or to a successor by merger or consolidation without notice to or consent of Client. Any assignment in violation of this provision is void and without effect. In the case of any permitted assignment or transfer of or under this BAA, this BAA or the relevant provisions shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto.

All feedback comments, requests for technical support and other communications relating the Site should be directed to:

ClearGage, LLC
info@cleargage.com
5401 W. Kennedy Blvd., Suite 100
Tampa, FL 33609
877-838-1148 (Toll Free)
813-315-6552 (Fax)
Hours: Monday – Friday 8:30 AM – 5:00 PM EST