This nutropingps.com Office Agreement ("Agreement") is entered into by and between the below-named legal entity ("Practice") and Genentech USA, Inc. ("Genentech") and shall be effective as of the date on which it is executed by Practice's duly authorized representative ("Effective Date"). By signing this Agreement, Practice hereby agrees to abide by the Terms and Conditions of this Agreement.
This Agreement must be accepted in order for portal users to be granted access to view patient information for the locations and prescribers they are allowed to access.
1. Read the Terms and Conditions below.
TERMS AND CONDITIONS:
This Agreement sets forth the terms and conditions under which Practice may access and use nutropingps.com. Violation of this Agreement may result in the termination of Practice's access to and use of the information on nutropingps.com and/or nutropingps.com's services immediately and without notice, in addition to other legal remedies available to Genentech.
Practice may access nutropingps.com only to provide information to, and receive information from, Nutropin GPS related only to the patients for whom Practice is seeking reimbursement and patient assistance services ("Purpose"). Practice may not use nutropingps.com for any other purpose.
A. Practice agrees to:
Keep secure and confidential all personal information of patients and others whose personal information, including medical information, Practice may access on nutropingps.com
Ensure that Authorized Users access only the patient records of Practice while Authorized Users are located at Practice, and do not access patient records of any other medical office or location
Only use the information on nutropingps.com for the Purpose stated above
Notify Nutropin GPS by email at email@example.com
if Practice believes that any of the personal information on this site has been inappropriately transferred, used, copied or in any other way disclosed
Notify Nutropin GPS when Practice no longer needs access to nutropingps.com by phone at (866) NUTROPIN/(866) 688-7674 or by email at firstname.lastname@example.org
B. Practice agrees that it shall have appropriate procedures in place to ensure that Authorized Users:
NEVER download or transfer by any means (electronic, digital or otherwise), to any electronic media, computer, application or similar device (including, for example, laptops, CDs, DVDs, USB thumbdrives, etc) or to any other website, blog or other public or private site, any personal information contained on nutropingps.com other than as stated in the Purpose. After this information is printed for this purpose, Authorized Users must protect it and handle it according to Practice's office's information privacy and security policies
NEVER transcribe any personal information from nutropingps.com to paper or other non-electronic medium other than as necessary to support Practice's provision of reimbursement or patient assistance services to the patient
ACKNOWLEDGE that if user downloads or by other means records or transfers personal information of patients from nutropingps.com for reasons other than the Purpose stated above, such actions may violate Federal and/or state privacy laws, which may result in civil fines and/or criminal prosecution of the Authorized User, Practice's office and/or Practice's affiliates.
NEVER share account username(s) or password(s) with anyone, including other non-authorized staff, friends, family or other third parties. Usernames and passwords are assigned to individual users. Because this Agreement is specific to a corporate entity's location, Authorized Users working at more than one corporate entity must have system credentials specific to that entity to prevent unauthorized access.
NEVER post or submit personally identifiable information of any person for whom Practice does not have a signed HIPAA privacy release
NEVER collect, store or publish personally identifiable information, such as health information, passwords, account information, financial information, addresses or other contact information about a patient without that patient's informed consent
NEVER use information obtained from nutropingps.com in any way that is detrimental to Genentech or its customers, representatives or agents, nor in any way use information obtained from nutropingps.com in any way that is detrimental to any patient or physician office whose information is on nutropingps.com
NEVER access or attempt to access any of the information on nutropingps.com for any other purpose other than the purpose stated above, including purposes of manipulation, deletion or alteration
C. Practice agrees and acknowledges that Genentech reserves the right, in its sole discretion, to review and remove user-created content at will and without notice. In addition, Genentech reserves the right, in its sole discretion, to terminate Users from accessing
D. Limitation of Liability. In no event shall Genentech be liable for special, incidental, indirect, consequential or punitive damages
including damages for loss of profit or use, in any claim asserted by Practice under this Agreement whether based on warranty, contract, negligence, strict liability or other cause of action.
E. Indemnification. Practice shall indemnify, defend and hold harmless Genentech, its officers, directors, employees, agents and affiliates (including its parent company and, collectively, the "Indemnified Parties") from all losses, expenses and claims, including without limitation any reasonable attorneys' fees and expenses ("Losses") incurred by Genentech and arising out of any breach or violation of any provision of this Agreement, arising from the wrongful or negligent acts or omissions of Practice, or relating to unauthorized user's access to nutropingps.com using Practice's usernames and/or passwords.
F. Proprietary Information; Confidentiality. Practice agrees that this Agreement and all information developed by or provided by Genentech to Practice, and all information becoming known to Practice concerning Genentech's inventions, discoveries, improvements or methods, business plans, ventures or practices, or any other information affecting the business operations of Genentech ("Genentech's Proprietary Information") shall be maintained confidential by Practice and shall not be published, disseminated, revealed in any manner or to any party or used by Practice without first obtaining Genentech's written consent thereto, provided however, that the provisions of this section as they relate to confidentiality shall not apply to Genentech's Proprietary Information which becomes lawfully public information. Practice shall be fully responsible for all such Genentech's Proprietary Information in Practice's possession and Practice shall promptly on demand return all documents including Genentech Proprietary Information to Genentech.
G. Relationship Between the Parties. This Agreement shall not be construed to create a partnership, joint venture or employment relationship between Genentech and Practice. Neither Genentech nor Practice will represent itself to be an employee or agent of the other or enter into any agreement or commitment in the other's name.
H. Assignment. Practice shall not assign this Agreement or any interest herein or any rights hereunder without prior written consent of
Genentech. Genentech may assign this Agreement to any Affiliate, including its parent company or any subsidiary, without Practice's prior consent.
I. Governing Law and Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the state of California (excluding its conflict of laws principles). No provision of this Agreement shall be applied or construed in a manner inconsistent with applicable Federal and state laws and regulations. Any controversy or claim arising out of or relating to this Agreement or the breach thereof, shall be settled by arbitration conducted in San Francisco, California, in accordance with the commercial rules of the American Arbitration Association. Judgment upon award rendered by the arbitrator(s) is final and binding and may be enforced or entered in any court having jurisidiction thereof. Any claim, action or proceeding by Practice against Genentech under this Agreement must be commenced within one (1) year from the date that the event giving rise to the claim, action or proceeding first occurs.
J. Entire Agreement. This Agreement is the entire Agreement between the parties and supersedes any and all prior agreements between the parties, whether oral or written, relating to the subject matter hereof. No amendments or modifications of the terms of this Agreement shall be binding on either party unless reduced to writing and signed by both parties.
K. Notices. Unless otherwise noted in this Agreement, any notice under this Agreement given by either party to the other party shall be in writing and must be sent to the intended recipient by registered letter, receipted commercial courier or electronically receipted facsimile transmission (acknowledge in like manner by the intended recipient); if to Practice, at Practice's principal place of business as noted above, and if to Genentech, at Genentech Legal Department, 1 DNA Way, South San Francisco, CA 94080 or by facsimile to 650-225-2700. Either party may from time to time change such address or individual by giving the other notice thereof.
L. Practice Representations. Practice represents and warrants to Genentech that (1) the undersigned person is a duly elected officer, member, partner or other representative of Practice with full power and authority to execute and deliver this Agreement on behalf of Practice and to perform Practice's rights, duties and obligations hereunder, (2) all corporate and/or legal actions necessary in connection with Practice's execution and delivery of this Agreement have been taken and (3) Practice is in good standing in the state of its organization and in each state where the conduct of its business requires it to be registered.