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Terms of Service

Terms of Service Agreement

This Terms of Service Agreement (this “Agreement”) is entered into by and between Conversion Rep LLC, a California limited liability company doing business as Rollover Rep (“Rollover Rep”), and the person or entity who purchases Services from Rollover Rep (each a “Client”), as of the earlier date of Client’s purchase of the Services or the date Rollover Rep began providing Client with the Services,  (the “Effective Date”). Rollover Rep and the Client are referred to herein from time to time as the “Parties” and, individually, as a “Party.”
 
WHEREAS, Rollover Rep is engaged in providing phone answering services; and
 
WHEREAS, the Client desires to make use of Rollover Rep’s services, experience and abilities;
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the Parties agree as follows:
 
  1. Scope of Work.

    1.1 Rollover Rep shall provide phone answering services (the “Services”) as detailed and agreed upon and specified in Client’s specific Stripe payment portal and paid for by Client (the applicable Client scope of work is referred to as an “SOW”). The SOW references and is incorporated in this Agreement. In the event of a conflict between this Agreement and any SOW, the provisions of this Agreement shall control.

    1.2 Term. This Agreement shall commence on the Effective Date and continue in effect until terminated, as provided below, (the “Term”).

    1.3 Fees.  The financial terms for the Services are set forth in the applicable SOW.

    1.4 Additional Services and Changes. Client may request additional services from time-to-time, which shall be mutually agreed upon by the Parties and defined in subsequent SOWs, incorporated herein and subject to this Agreement.

    1.5 Obligations of Client. The Client hereby agrees to provide to Rollover Rep all information that is necessary and relevant to the provision of the Services in a timely manner. Rollover Rep disclaims all liability for any delay in providing the Services due to lack of responsiveness from Client.

    1.6 Business Associate Agreement. Client hereby acknowledges and agrees to be bound by Schedule 1, Rollover Rep’s Business Associate Agreement.
  1. Compensation.

    2.1 During the Term, the Client agrees to pay Rollover Rep the fees as detailed on the applicable SOW (the “Fees”). Unless otherwise agreed to in an applicable SOW, Client will be charged within ten (10) days following the end of each calendar month of Service and prorated for partial months at the start and end of the Term.

    2.2 The Client will not be responsible for reimbursing Rollover Rep for any out-of-pocket expenses other than pursuant to a prior written agreement by both Parties.

    2.3 Total charges are to increase by 3% every twelve months.
  1. Termination.

    Either Party may Terminate this Agreement for convenience at any time upon sixty (60) days’ advance written notice to the other Party. Additionally, either Party may terminate this Agreement at any time in the event of a breach by the other Party of a material covenant, commitment, or obligation under this Agreement that remains uncured after fourteen (14) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching Party.
  1. Independent Contractor.

    The Parties acknowledge and agree that Rollover Rep is an independent contractor under this Agreement and that neither Client nor Rollover Rep shall be considered for any purpose to be the agent, partner, franchisor, franchisee, or joint venturer of the other. Neither Client nor Rollover Rep shall have any obligation or responsibility to act on behalf of or in the name of the other, or the power or authority to bind the other in any manner whatsoever. Any representation to the contrary by Client or by Rollover Rep, or the employees or agents of either, shall be sufficient grounds for the termination of this Agreement. This Agreement represents a non-exclusive business relationship between the Parties. Rollover Rep may represent, perform services for, and contract with as many additional clients, persons, or companies as Rollover Rep, in its sole discretion, sees fit, without limitation. Notwithstanding anything else found herein, Client hereby authorizes Rollover Rep to act as Client’s representative on calls.
  1. Service Standards.

    5.1 Client represents and warrants that it is a treatment provider that does not engage in any sort of unethical patient brokering or steering practices. Client agrees, to the best of its internal abilities, to promptly (in accordance with agreed upon callback expectations) return all calls Rollover Rep engages with, regardless of insurance qualifications and/or financial resources. Rollover Rep is a treatment-specific, ROI-focused admissions support group that takes commercially reasonable steps to operate on secure, HIPAA-compliant platforms & software.

    5.2 Other than as indicated below, Client agrees to make commercially reasonable efforts to return all calls that are answered and retained by Rollover Rep. However, should Client select the “Qualify Callers” Advanced Capability, Rollover Rep will make efforts to determine if a caller is a qualified patient for Client and to provide alternative contact information for patients who are not qualified. In those cases, the callback burden is not placed on the Client.
  1. General.

    6.1 Governing Law. This Agreement will be construed in accordance with and governed by the laws of the State of California, without giving effect to conflict of law principles.

    6.2 Successors and Assigns. Except as otherwise expressly provided in this Agreement, this Agreement will be binding on, and will insure to the benefit of, the successors and permitted assignments of the Parties to this Agreement. Nothing in this Agreement is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights or obligations under or by reason of this Agreement, except as expressly provided in this Agreement.

    6.3 Notices. All notices and other communications required or permitted hereunder will be delivered via electronic mail to Rollover Rep at partnerships@rolloverrep.com and to Client at the email provided in the SOW.

    6.4 Severability. If any provision of this Agreement is found to be illegal or unenforceable, then, notwithstanding such finding, this Agreement shall remain in full force and effect and such provision shall be deemed stricken or modified to the minimum extent necessary to make it enforceable; provided, however, that the intent of the Parties when entering into this Agreement is maintained.

    6.5 Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise:

    (a) references to the plural include the singular, the singular the plural, and the part the whole,

    (b) references to one gender include all genders,

    (c) “or” has the inclusive meaning frequently identified with the phrase “and/or,”

    (d) “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation,” and

    (e) references to “hereunder,” “herein” or “hereof” relate to this Agreement as a whole. Any reference in this Agreement to any statute, rule, regulation or agreement, including this Agreement, shall be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time.

    6.6 Entire Agreement.

    This Agreement, including any Schedules, Exhibits and SOW(s), embodies the entire agreement and understanding between the Parties hereto with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understandings other than this Agreement relating to the subject matter hereof.

    6.7 Change of Control. In the event of a change of control, merger, acquisition, or sale more than fifty percent (50%) of Rollover Rep’s equity interest or substantially all of the assets of Rollover Rep, this Agreement shall be binding upon and inure to the benefit of the successor or acquiring entity (“Successor”), and the Client shall not be released from its obligations hereunder without the express written consent of the Successor.

    6.8 Amendment and Waiver. This Agreement may be amended only by a written agreement specifying the exact section of this Agreement to be amended and executed by the Parties hereto. No provision of this Agreement may be waived except by a written document executed by the Party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver

    Any request by Client for Amendment to this Agreement or a particular SOW that will result in a change in the Services provided must be requested at least thirty (30) days prior to such change taking effect. For avoidance of doubt, such change must be mutually agreed upon in accordance with this Agreement.

    Notwithstanding anything to the contrary herein, Rollover Rep may make a downward pricing adjustment to any SOW by providing written notice of the same to Client. Email is sufficient.

    6.9 Counterparts. Client acknowledges they have read and agree to this agreement by making payment towards any applicable SOW payment. Rollover Rep hereby agrees to be bound by this Agreement upon Client execution.

    6.10 Confidentiality. Client hereby consents to the disclosure of Client’s confidential information hereunder and the terms of this Agreement to Rollover Rep’s employees and contractors in the course of Rollover Rep’s commercially reasonable standard business practices and subject to conditions of confidentiality. Unless otherwise required by the action of a court of law, Client agrees that all material which has and will be disclosed regarding Rollover Rep, its customers, products, finances, marketing programs, and the like are the confidential and proprietary information of Rollover Rep. As such, Client agrees to maintain the confidentiality of this information. The contents of this Agreement as well as any project details that Client may learn through this process are highly confidential and should not be shared. Likewise, unless otherwise required by the action of a court of law, Rollover Rep agrees that all material which has and will be disclosed regarding Client, its customers, products, finances, marketing programs, and the like are the confidential and proprietary information of Client. As such, Rollover Rep agrees to maintain the confidentiality of this information.

    6.11 Intellectual Property Rights.

    (a) Rollover Rep Rights. For purposes of this Agreement, the term “Intellectual Property” shall be defined to mean any worldwide patent, patent disclosure, patent continuation or renewal, copyrights, trade secrets, trade dress, trademarks, and service marks, regardless of whether legal protection has been sought or granted. Rollover Rep owns all right, title, and interest in and to any Intellectual Property developed independently by Rollover Rep prior to, during, or after the Term of this Agreement (the “Rollover Rep Intellectual Property”). To the extent any Services provided by Rollover Rep to Client involve Rollover Rep Intellectual Property or other Intellectual Property owned by or proprietary to Rollover Rep’s licensors, Rollover Rep grants Client a limited, non-transferable license, during the Term, to use such Intellectual Property, in accordance with Rollover Rep’s terms of use for, and solely in connection with, those Services.

    (b) Client Rights. Client owns all right, title, and interest in and to all of its Intellectual Property independently developed by Client (without the use of any Rollover Rep Intellectual Property), prior to, during, or after the Term. To the extent Rollover Rep requires any Client Intellectual Property to provide the Services, then Client grants Rollover Rep a limited, non-transferable license, during the Term, to use such Intellectual Property, in accordance with Client’s terms of use for, and solely in connection with, those Services. Rollover Rep hereby agrees that any and all Intellectual Property made, developed, perfected, devised, conceived, or reduced to practice by Rollover Rep under the scope of this Agreement and during the Term of this Agreement with Client, relating either directly or indirectly to the business, products, practices, or techniques of Client or Client’s actual or demonstrably anticipated research or development, or resulting from any work performed by Rollover Rep for Client, are the sole property of Client, and Rollover Rep hereby assigns and agrees to assign to Client, its successors and assigns, any and all of Rollover Rep’s right, title, and interest in and to any and all Intellectual Property. This assignment shall be effective immediately upon the creation of the Intellectual Property. Rollover Rep further acknowledges that all copyrightable original works of authorship which are made by Rollover Rep (solely or jointly with others) under the scope of this Agreement and during the Term and which are protect able by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 USCA, Section 101). Notwithstanding the foregoing, Rollover Rep hereby assigns all rights, title, and interest in any and all original works of authorship (and all copyrights therein) created by Rollover Rep pursuant to Rollover Rep’s performance under this Agreement and during the Term to Client. This assignment shall be effective immediately upon the creation of the copyrightable work.

    (c) Ownership of Rollover Rep Intellectual Property. Except as may be specifically provided in this Agreement, nothing shall be construed as an assignment or grant to Client of any right, title, or interest in or to any Rollover Rep Intellectual Property. Any use of the Rollover Rep Intellectual Property by Client hereunder shall inure to the benefit of Rollover Rep, and any and all equities, rights, or secondary meanings in and to the Rollover Rep Intellectual Property resulting from Client’s acts or endeavors shall automatically transfer to Rollover Rep upon the termination and/or expiration of this Agreement.

    6.12 Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING LOST PROFITS) ARISING UNDER THIS AGREEMENT OR IN THE COURSE OF ROLLOVER REP PROVIDING ANY SERVICES TO THE CLIENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INTENDED CONDUCT OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE AMOUNT OF ANY LIABILITY OF ROLLOVER REP FOR ANY CLAIM(S) ARISING FROM OR RELATING TO THIS AGREEMENT WILL NOT EXCEED, IN ANY EVENT, THE AMOUNT PAID TO ROLLOVER REP FOR THE PERFORMANCE OF SERVICES UP TO THE DATE OF TERMINATION.

    6.13 Indemnification. The Client hereby agrees to indemnify, defend, and hold Rollover Rep and its officers, directors, stockholders, employees, agents, and representatives harmless for, from, and against any claims, losses, costs, damages, expenses, or liabilities to third parties, including, without limitation, any governmental agencies (including, without limitation, reasonable attorneys’ fees) arising out of or resulting from

    (a) the negligent performance or nonperformance by Client of any obligation or agreement of Client under this Agreement;

    (b) any misrepresentation made in this Agreement or breach by Client;

    (c) Client’s breach of this Agreement;

    (d) Client’s violation of any governing body rules regulations, statutes and laws, whether local, municipal, county, city, state, federal, or international;

    (e) Client’s breach of any of the representations or warranties herein; or

    (f) with respect to any products liability, intellectual property or any other claims made by third parties regarding any products or services ordered or delivered through, or any information posted by Client, whether intentional or unintentional. Notwithstanding anything contained herein to the contrary, this indemnification shall survive the termination of this Agreement.

    6.14 Publicity. Client hereby agrees to:

    (a) have the Client’s name and logo included in Rollover Rep’s marketing collateral and Web site, (so long as Client is given an opportunity, not to be unreasonably withheld, to review such materials prior to publication);

    (b) cooperate with Rollover Rep in the creation of a case study regarding Client’s use of Rollover Rep’s products and Services; and

    (c) to allow Rollover Rep to use Client as a reference client. Both Parties further agree not to share or discuss the pricing under this Agreement with any third party without the prior written consent of the other.

    6.15 Non-Solicitation. During the term of this Agreement and for one (1) year following the expiration or termination date of the Agreement, Client agrees not to directly solicit or induce any person who is employed or contracted by Rollover Rep, including but not limited to employees, contractors and agents, to abandon such relationship with Rollover Rep. In the event Client breaches this Non-Solicitation section, Client shall be liable to Rollover Rep for six (6) months of the then current salary or remuneration of the solicited person.

    6.16 Headings. Headings and captions in this Agreement are for convenience only and are not to be used to interpret this Agreement.

    6.17 Force Majeure. Except for Client’s obligation to pay for Services rendered by Rollover Rep, if either Party is prevented from complying, either totally or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, storm, computer virus, war, accident, pandemic, epidemic, or other acts of God, then upon written notice to the other Party, the requirements of this Agreement, or the affected provisions hereof to the extent affected, shall be suspended during the period of such disability. During such period, the Party not prevented from complying may seek to have its needs (which would otherwise be met hereunder) met by the other without liability hereunder. The Party prevented from complying shall make all reasonable efforts to remove such disability within Thirty (30) days of giving such notice.

    6.18 Limited Warranty. Rollover Rep warrants that the Services it renders to the Client under this Agreement will be rendered in a professional manner. Except for the foregoing warranty, Rollover Rep makes no other warranties, whether express, implied, or statutory, regarding or relating to any materials or Services furnished or provided to Client under this Agreement. Rollover Rep specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, and non infringement of third-party rights. Rollover Rep makes no promises or warranties regarding the result of or response to any public-facing element of the Services. No employee, agent, representative, or affiliate of Rollover Rep has the authority to bind Rollover Rep to any oral representations or warranty concerning the Services. Any written representation or warranty not expressly contained in this Agreement will not be enforceable.

    6.19 Alternative Dispute Resolution. Any controversy, claim or dispute arising out of or relating to this Agreement shall be settled in the following order of preference: (1) By good faith negotiation between representatives of the Parties who have authority to fully and finally resolve the dispute; (2) If necessary, by non-binding mediation at a location acceptable to both Parties in San Diego County, California, using a neutral mediator. In any mediation, the Parties shall equally share the cost of the mediator and otherwise bear their own respective costs; or (3) As a last resort only, by binding arbitration in San Diego County, California. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association, with the following exceptions if in conflict:

    (a) one arbitrator shall be chosen by the American Arbitration Association;

    (b) each Party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and

    (c) arbitration may proceed in the absence of any Party if written notice (pursuant to the Arbitrator’s rules and regulations) of the proceeding has been given to such Party. The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity, provided however, that nothing in this subsection shall be construed as precluding bringing an action for injunctive relief or other equitable relief. The Arbitrator shall not have the right to award punitive damages or speculative damages to either Party and shall not have the power to amend this Agreement. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO. EACH PARTY SHALL BEAR THEIR OWN COSTS AND ATTORNEY’S FEES ARISING OUT OF ANY DISPUTE. EACH PARTY MAY ONLY RESOLVE DISPUTES WITH THE OTHER PARTY ON AN INDIVIDUAL BASIS AND EACH PARTY AGREES NOT TO BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION (E.G., CLASS ACTION, CLASS ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR CONSOLIDATION WITH OTHER ARBITRATIONS).

Schedule 1 - Business Associate Agreement

This Business Associate Agreement (this “BAA”) is entered into between the Client listed in any SOW subject to the Agreement to which this Schedule 1 is attached (the “Client”) and Conversion Rep LLC, a California limited liability company doing business as Rollover Rep (“Rollover Rep”) and is effective on the date Client enters into and makes payment on any SOW (the “Effective Date”). Rollover Rep and the Client are referred to herein from time to time as the “Parties” and, individually, as a “Party.”
 
Whereas, Rollover Rep qualifies as a “Business Associate” and Client qualifies as a “Covered Entity” as defined in 45 C.F.R. § 160.103, of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the parties agree to enter into this BAA containing the terms mandated under HIPAA for such agreements.
 
  1. BACKGROUND AND PURPOSE. The Parties have entered into one or more contracts which require Rollover Rep to be provided with, have access to, and/or create Protected Health Information (PHI) that is subject to the federal privacy regulations issued pursuant to the Health Insurance Portability and Accountability Act (“HIPAA”) and codified at 45 C.F.R. parts 160 and 164 (“Privacy Rule”) (the “Underlying Contract(s)”). This BAA shall supplement and/or amend each of the Underlying Contract(s) only with respect to Rollover Rep’s receipt, use and creation of PHI under the Underlying Contract(s) to allow Client to comply with §164.502(e) of the Privacy Rule. Except as so supplemented and/or amended, the terms of the Underlying Contract(s) shall continue unchanged and shall apply with full force and effect to govern the matters addressed in this Addendum and in each of the Underlying Contract(s).

  2. DEFINITIONS. Unless otherwise defined in this BAA, all capitalized terms used in this Addendum have the meanings ascribed in the Privacy Rule, provided, however, that PHI shall mean Protected Health Information, as defined in 45 C.F.R. § 164.501, limited to the information Rollover Rep received from or created or received on behalf of Client as Client’s Business Associate.

  3. HITECH ACT COMPLIANCE. The Parties intend to protect the privacy and provide for the security of PHI disclosed to Business Associate in compliance with the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”). Specifically, the Parties shall comply with applicable requirements imposed on them pursuant to the enactment of the HITECH Act including, but not limited to, the following:

    a) Security of Electronic PHI;

    b) Reporting of Breaches;

    c) Access to PHI;

    d) Accounting of Disclosures;

    e) Minimum Necessary of PHI;

    f) Limitation on Marketing and Fundraising;

    g) Limitation on Sale of Electronic Health Records and PHI; and

    h) Notification of Restrictions to Use or Disclosure of PHI.

  4. HITECH ACT APPLICABILITY. The Parties acknowledge that enactment of the HITECH Act amended certain provisions of HIPAA in ways that now directly regulate, or will on future dates directly regulate, Business Associates under the HIPAA Privacy and Security Rules. To the extent not referenced or incorporated herein, requirements applicable to Business Associates under the HITECH Act are hereby incorporated by reference into this BAA. The Parties agree to comply with applicable requirements imposed under the HITECH Act, as of the effective date of each such requirement, including monitoring federal guidance and regulations published pursuant to the HITECH Act and timely compliance with such guidance and regulations.

  5. OBLIGATIONS OF THE PARTIES WITH RESPECT TO PHI.

    5.1. With regard to use and/or disclosure of PHI, Business Associate agrees to:

    (a) Not use or disclose PHI other than as permitted or required by this BAA or as required by law.

    (b) Use appropriate safeguards to prevent use or disclosure of the PHI other than as provided for by this BAA.

    (c) Report to Covered Entity any Use or Disclosure of Protected Health Information not provided for by this BAA of which it becomes aware, including Breaches of Unsecured Protected Health Information as required at 45 C.F.R. § 164.410, and any Security Incident of which it becomes aware;

    (d) In accordance with 45 C.F.R. §§ 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any agent, including a subcontractor, to whom it provides PHI received from, or created or received by Business Associate on behalf of Covered Entity, agrees to the same restrictions and conditions that apply through this BAA to Business Associate with respect to such information.

    (e) Provide access, at the request of Covered Entity, and in a prompt and reasonable manner consistent with the HIPAA regulations, to PHI in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR § 164.524.

    (f) Make any amendment(s) to PHI in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 at the request of Covered Entity or an Individual, and in a prompt and reasonable manner consistent with the HIPAA regulations.

    (g) If requested by Covered Entity, make its internal practices, books, and records available to the Covered Entity or Secretary for purposes of determining compliance with the HIPAA Rules;

    (h) Document disclosures of PHI and information related to such disclosures as required for Covered Entity to respond to a request for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528.

    (i) Follow all rules and regulations enacted by the HITECH Act as referenced in this BAA.

    5.2. Except as otherwise specified in this BAA, Rollover Rep may make any and all uses and disclosures of PHI necessary to perform its obligations under the Underlying Contracts. Unless otherwise limited herein, Rollover Rep may

    (a) Pursuant to 45 CFR §164.504(e)(4)(i), use the PHI in its possession for its proper management and administration and to carry out the legal responsibilities of Rollover Rep.

    (b) Pursuant to 45 CFR §164.504(e)(4)(ii), 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.

    (c) Pursuant to 45 CFR §164.504(e)(2)(i)(B), provide Data Aggregation services relating to the health care operations of Client.

    (d) When required pursuant to 45 CFR §164.502(d)(1), de-identify any and all PHI obtained by Rollover Rep under this BAA, and use such de-identified data all in accordance with the de-identification requirements of the Privacy Rule.

    5.3. The Covered Entity agrees to:

    (a) Notify the Business Associate of any restriction to the use or disclosure of PHI that the Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522 or 42 U.S.C. § 17935(a), to the extent that such restriction may affect Business Associate’s use or disclosure of PHI.

    (b) Not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule, the Security Rule or the HITECH Act if done by the Covered Entity, except as permitted pursuant to the provisions of this BAA.

    (c) Notify Business Associate of any limitation in its notice of privacy practices in accordance with 45 CFR § 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI.

    (d) Notify Business Associate of any changes in, or revocation of, permission by an individual to use or disclose PHI to the extent that such changes may affect Business Associate’s use or disclosure of PHI.

    (e) Ensure that any agent of the Covered Entity who contacts or otherwise engages with the Business Associate, including vendors hired by Covered Entity, agrees to any necessary restrictions and conditions that apply by law.

    5.4. Compliance with 42 C.F.R. Part 2. In addition to the obligations set forth in 5.3, Rollover Rep, when acting as a Business Associate under this BAA, acknowledges and agrees to:

    (a) Be bound by the provisions of 42. C.F.R. Part 2 (“Part 2”) when receiving, storing, processing, or otherwise handling any records containing patient identifying information related to substance use disorder (SUD) diagnosis, treatment, or referral for treatment (“Patient Records”) and comply fully with all applicable confidentiality requirements;

    (i) To the extent that in performing its services for or on behalf of Covered Entity, Business Associate uses, discloses, maintains, or transmits Part 2 PHI, Business Associate acknowledges and agrees that it is a QSO for the purpose of such federal law; acknowledges and agrees that in receiving, storing, processing or otherwise dealing with any such patient records, it is fully bound by the Part 2 regulations; and, if necessary will resist in judicial proceedings any efforts to obtain access to patient records except as permitted by the Part 2 regulations.

    (ii) Notwithstanding any other language in this BAA, Business Associate acknowledges and agrees that any patient information it receives from Covered Entity that is protected by Part 2 is subject to protections that may prohibit Business Associate from disclosing such information to agents or subcontractors without the specific written consent of the subject individual

    (iii) Business Associate acknowledges that any unauthorized disclosure of information under this section is a federal criminal offense.

    (b) Refrain from disclosing Patient Records without specific written patient consent, unless otherwise authorized under Part 2;

    (c) Limit redisclosure of Patient Records by including a notice prohibiting any further disclosure and acknowledging that any further disclosure may violate federal law, except as permitted under Part 2; and

    (d) Implement appropriate administrative and technical safeguards to secure Patient Records in compliance with Part 2, and any additional procedures required under HIPAA.

    5.5. Compliance with California Health & Safety Code §§ 11812 and 11845.5. In addition to the obligation set forth in

    5.3. Rollover Rep, when acting as a Business Associate under this BAA, acknowledges and agrees to:

    (a) Comply fully with Cal. HSC §§ 11812 and 11845.5 when handling any records related to substance use disorder (SUD) treatment containing patient identifying information;

    (b) Refrain from disclosing SUD patient records without specific written patient consent, unless otherwise authorized under California law;

    (c) Limit redisclosure of SUD patient records by including a notice prohibiting any further disclosure and acknowledging that any further disclosure may violate federal and state law, except as expressly permitted by Cal. HSC §§ 11812 and/or 11845.5; and

    (d) Implement appropriate administrative and technical safeguards to secure SUD patient records in compliance with Cal. HSC §§ 11812 and 11845.5, and any additional procedures required under HIPAA.

  6. TERM AND TERMINATION. Should Client become aware of a breach of a material term of this BAA by Rollover Rep, Client shall provide Rollover Rep with written notice of such breach in sufficient detail to enable Rollover Rep to understand the specific nature of the breach. Client shall be entitled to terminate the Agreement associated with such breach if, after Client provides the notice to Rollover Rep, Rollover Rep fails to cure the breach within a reasonable time period specified by Client in such notice; provided, however, that such time period specified by Client shall be based on the nature of the breach involved. [§164.504 (e)(1)(ii)(A), (B)].

    6.1. Term. The term of this BAA shall be effective as of the Effective Date and shall terminate upon termination of the Agreement(s) or upon termination in accordance with Section 6.2, whichever is sooner.

    6.2. Termination for Cause. Either Party may terminate the Agreement(s) for cause if such Party reasonably determines that the other Party has breached a material term of this BAA, provided that sufficient written notice and a reasonable time to cure is given to the breaching Party. The cure period must be specified in the written notice to the breaching Party.

  7. MISCELLANEOUS.

    7.1. Interpretation. Any ambiguity in this BAA shall be interpreted to permit compliance with the HIPAA Rules. Citations to the Privacy Rule in several paragraphs of this BAA are for reference only and shall not be relevant in interpreting any provision of this BAA.

    7.2. No Third Party Beneficiaries. Nothing in this BAA shall confer upon any person other than the Parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever.

    7.3. Amendment. The parties agree to take such action as is necessary to amend this BAA from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law. Any amendment to this BAA must be in writing and signed by both parties.

    7.4. Governing Law. This BAA shall be governed by the laws of California, except to the extent preempted by federal law.

    7.5. Counterparts. This BAA is executed alongside the Agreement that time Client enters into an SOW with Business Associate.

    7.6. Severability. The provisions of this BAA shall be severable, and the invalidity of any provision shall not affect the validity of other provisions.

    7.7. Notice. Any notice required under this BAA shall be in writing and shall be given by

    (i) delivery in person,

    (ii) by a nationally recognized next day courier service,

    (iii) by first class, registered or certified mail, postage prepaid,

    (iv) by electronic mail to the address of the party specified in this BAA, or such other address as either party may specify in writing.