Terms of Service

BY ‘CREATING AN ACCOUNT’ FOR THE RXPHOTO SERVICE OR ITs SUBSIDIARY SERVICES YOU ARE INDICATING YOUR ACCEPTANCE AND AGREEING TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO ALL OF THE FOLLOWING TERMS AND CONDITIONS, YOU MUST NOT CREATE AN ACCOUNT IN WHICH CASE YOU WILL NOT BE PERMITTED TO ACCESS OR USE THE RXPHOTO SERVICES. YOUR CLICKING ON THE “CREATE ACCOUNT” BUTTON OR THE ACT OF PAYING FOR THE RXPHOTO SERVICE CONSTITUTES YOUR ELECTRONIC SIGNATURE ON THIS AGREEMENT AND YOUR CONSENT TO EXECUTE THIS AGREEMENT ELECTRONICALLY. BY ACCEPTING THE AGREEMENT AS DESCRIBED ABOVE, (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU REPRESENT THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER, AND (3) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, PERSONALLY OR IF YOU HAVE NAMED A COMPANY, ON BEHALF OF THAT COMPANY (YOU OR ANY SUCH COMPANY, THE “CLIENT”), AND TO BIND THE CLIENT TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCEPT THIS AGREEMENT OR ACCESS THE RXPHOTO SERVICES.  RXPHOTO RESERVES THE RIGHT TO UPDATE THESE TERMS AND CONDITIONS PERIODICALLY.  ALL UPDATES WILL BE AVAILABLE AT https://rxphoto.com/terms-of-service/

Section 1. Defined Terms.

“Agreement” means this Master Services Agreement

“Applicable Law” means all applicable federal, state, and local laws (Including HIPAA)

“RxPhoto” is AppwoRx LLC, and its subsidiaries, 75 State Street, Suite 100 Boston, MA 02109; Tel: 617.221.9150

“RxPhoto Services” means the internet-based RxPhoto multi-user platform used to provide RxPhoto Services, together with RxPhoto Functionality and associated databases.

“RxPhoto Services Functionality” means the software functionality of RxPhoto Services that enables system access and use.

“RxPhoto Services” means the services provided by RxPhoto under this Agreement, including, but not limited to, access to and use of RxPhoto Services by Client and the provision of RxPhoto Services Content and Materials.

“Authorized Users” means those users designated by Client on RxPhoto Services control screens who are (i) employees of Client or (ii) other individuals, corporations, or entities that are not competitors of RxPhoto and that have a valid HIPAA business associate agreement or other agreement with Client and have been granted access to RxPhoto Services by Client in its exercise of reasonable discretion and with respect to which Client has obtained reasonable assurances that they will comply with the access and use terms and the confidentiality terms in this Agreement.

“Billable Provider” means a physician or licensed or specially trained non-physician who is credentialed with payers, linked to Client’s organization, and performs health services for Client’s customers.

“Effective Date” means the date Client clicks the button to “Create Account” and agrees to the terms and conditions of this Agreement.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, and associated regulations, as may be amended from time to time.

“Materials” means all instructions, manuals, specifications, and training RxPhoto provides in connection with any RxPhoto Services.

“Party” means RxPhoto or Client. “Parties” means RxPhoto and Client.

“PHI” means “protected health information” as that term is used under HIPAA.

“Client PHI” means PHI that RxPhoto receives from or on behalf of Client or creates on behalf of Client.

“Privacy Rule” means the privacy standards in 45 C.F.R. Part 160 and Part 164, subparts A and E.

“Proposal” means RxPhoto Proposal # ATHHCOCORE 001 (unique identifier) and each RxPhotoProposal entered into by the Parties after the Effective Date and incorporated herein by reference.

“Security Rule” means the Security Standards in 45 C.F.R. Part 160 and Part 164, subparts A and C.

“Service Description” means each document periodically updated by RxPhoto and incorporated herein that contains a description of RxPhoto Services.

“Third Party Items” means the third party products and services incorporated into RxPhoto Service and sublicensed to Client hereunder.

“Third Party Terms” means these Terms and Conditions herein which will be passed-through to any third party pursuant to which the Third Party Items are sublicensed to Client.

Section 2. RxPhoto Services and Payment.

• (a) RxPhoto will provide RxPhoto Services as described in each applicable Service Description. The Parties agree to perform their respective obligations as set forth in this Agreement.
• (b) Client will prepay RxPhoto the fees and expenses as set forth in this Agreement. RxPhoto may, at its option, impose a late charge of 1½% per month on all amounts overdue beyond 10 days, but this charge will not waive or extend any obligation of Client to make payments when due.

Section 3. Term and Termination.

This Agreement will be on a month to month basis from the Effective Date, and will automatically extend at the end of each month for additional month term unless either Party provides notice to the other Party no less than 30 days prior to the renewal date that it is terminating this Agreement at the end of the then current term. Either Party may terminate this Agreement at any time, with or without cause, by providing the other Party with no less than 30 days notice.

In the event of a termination by Customer, Customer acknowledges that is their responsibility to maintain a complete medical record for their client under HIPAA. RxPhoto agrees to make Customer’s records available to them at no cost for 60 days after the end of their subscription to allow them to transfer the PHI in a HIPAA compliant manner. Client agrees that they will transfer the PHI off of RxPhoto’s server within the 60 day period and will return a signed Notification of Completion of File Removal to RxPhoto acknowledging receipt. Customer understands that if they do not remove the PHI and return a signed Notification of Completion of File Transfer within the 60 day window, they will be billed $49 a month for the continued storage of the PHI until the signed Notification of Completion of File Transfer is returned.

Section 4. System and Service Access and Use.

• (a) Access to RxPhoto Service is provided solely to facilitate access to RxPhoto Services. Client access to RxPhoto Service is on a limited, non-exclusive, non-transferable basis only during the term of this Agreement. Client agrees that it will access RxPhoto Service only (i) through its Authorized Users acting within the scope of their service for Client; (ii) on RxPhoto’s servers as authorized by RxPhoto; (iii) for the internal use of Client.
• (b) Client will ensure that each Authorized User will comply with this Agreement as well as Applicable Law. Client will terminate any Authorized User’s access to RxPhoto Services (i) when an Authorized User ceases to perform work on behalf of Client or (ii) if an Authorized User breaches any term of this Agreement. Client is responsible for all acts and omissions of any Authorized User in connection with that Authorized User’s access and use of RxPhoto Service. RxPhoto reserves the right to restrict or terminate an Authorized User’s access to RxPhoto Services if RxPhoto determines in its reasonable discretion that such access has an adverse effect on RxPhoto, including, without limitation, with respect to RxPhoto’s business or RxPhoto Service.
• (c) Client will not (i) access or use RxPhoto Service in connection with the provision of any services to third parties (except the provision of health services by Client to its own patients); (ii) resell, lease, encumber, copy, distribute, publish, exhibit, or transmit RxPhoto to any third party; (iii) derive specifications from, reverse engineer, reverse compile, disassemble, translate, record, or create derivative works based on RxPhoto Service or any content contained therein; (iv) use RxPhoto Service in a manner that delays, impairs, or interferes with system functionality for others or that compromises the security or integrity of any data, equipment, software, or system input or output; (v) enter data in RxPhoto Service that is threatening, harmful, lewd, offensive, defamatory, or that injures or infringes the rights of others; (vi) apply systems to extract or modify information in RxPhoto Service using technology or methods such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”; or (vii) use RxPhoto Services or any part or aspect of them for any unlawful purpose or to mislead or harass anyone. Use of or access to RxPhoto Service not in accordance with the terms of this Agreement is strictly prohibited. RxPhoto may, in its sole discretion, limit or suspend permission to access or use RxPhoto Service immediately if the terms of this Section 4 are violated. Client agrees that such violation would cause RxPhoto irreparable and immediate harm and that RxPhoto is entitled to injunctive relief to prevent such violation.
• (d) Customer is and will remain the sole and exclusive owner of all right, tittle and interest in and to all information, data and other content provided by Customer to RxPhoto to enable the provision of the RxPhoto Service. Customer will be the sole and exclusive owner of all right, title and interest in and to all guest information, data and other content collected, downloaded or otherwise received, directly or indirectly, by Customer through the RxPhoto Service (other than RxPhoto Intellectual Property. Customer irrevocably grants all such rights and permissions in or relating to Customer Intellectual Property (including, without limitation, the Customer Data and any information or data derived therefrom) to RxPhoto and any of its employees, officers, directors, agents, independent contractors, service providers or Subcontractors (“Representatives”) (i) as are necessary or useful for RxPhoto to perform the Services and exercise its rights hereunder, (ii) to use to improve and enhance the Services and for other developmental, diagnostic and corrective purposes in connection with the Services and other RxPhoto Services or offerings
• (e) Logos. Customer grants RxPhoto a non-exclusive, non-transferable, revocable, limited license to use Customer’s trademarks, service marks, logos, domain names and other indicia of course (“Marks”) to reference Customer as a current or former client in the marketing and promotion of its services.

Section 5. Confidential Information.

Each Party will take reasonable steps and exercise reasonable care to hold any Confidential Information in confidence and not use it or disclose it to any other person or entity, except (i) as permitted under this Agreement or as reasonably necessary for the performance or enforcement of this Agreement; (ii) as agreed in writing by the other Party; (iii) for the Party’s proper management and administration (provided that it obtains reasonable assurances from all recipients it will keep confidential and use it only for the purpose of its disclosure); or (iv) as required by law. The parties will also comply with the terms of the Business Associate Agreement, which must be executed by Customer prior to use of the platform.

Section 6. Usage and Ownership.

Except for the right to use RxPhoto Services subject to the terms and conditions contained herein, this Agreement does not confer on Client a license in, ownership of, or interest in RxPhoto Services. RxPhoto developed RxPhoto Service exclusively at its private expense. Client agrees that RxPhoto Services, and all right, title, and interest in and to any aspect of them and all edits, improvements, additions, modifications, interfaces and derivative works prepared from or relating to them are and will remain the exclusive property of RxPhoto. RxPhoto will have the unrestricted and permanent right to use and implement all ideas, advice, recommendations, or proposals of Client with respect to RxPhoto Services in any manner and in any media.

Section 7. Compliance

• (a) Each Party will comply with Applicable Law.
• (b) The Parties acknowledge and agree that any fees charged or amounts paid hereunder are not intended, nor will they be construed to be, an inducement or payment for referral of patients among RxPhoto, Client, or any third party and they will not enter into any agreements, or otherwise make any payments, for the purpose of rewarding the referral of patients among RxPhoto, Client, or any third party.
• (c) The Parties will each separately maintain effective compliance programs consistent with the relevant compliance guidelines set forth by the Office of the Inspector General of the Department of Health and Human Services. The Parties will cooperate with each other to provide accurate and full responses to any material inquiry or concern of either Party related to compliance and to any reasonable request by either Party for clarification or documentation.
• (d) Client warrants to RxPhoto on a continuing basis throughout the term of this Agreement that Client will not bill or claim payment in any form, directly or indirectly, from any government health care program or other third-party payer for the cost of any RxPhoto Services, including, without limitation, on a government cost report.
• (e) Each Party warrants that neither it nor any of its personnel to its knowledge (i) has been convicted of any crime arising from claims or other transactions, financial relationships, or financial dealings in connection with health care or (ii) has been excluded from any federal or state health care program. Client warrants to RxPhoto that it is and will be duly licensed and authorized to provide and bill for the services that they render.
• (f) Client must verify the accuracy, completeness, and appropriateness of all information entered into or selected in RxPhoto Service, including information from the Third Party Items, before such information is utilized. Client acknowledges and agrees that the professional duty to treat the patient lies solely with Client, and use of information contained in or entered into RxPhoto Service or provided through RxPhoto Services, in no way replaces or substitutes for the professional judgment or skill of Client. Client is responsible and liable for the treatment of patients as to whom Client and its personnel access or use the RxPhoto Services, including responsibility for personal injury or loss of life.

Client represents and warrants to RxPhoto that (i) all data it provides to RxPhoto or that it selects in RxPhoto Service, including, but not limited to, codes and practitioner identifiers, are accurate and in conformity with all legal requirements; (ii) its medical records appropriately support all codes that it enters, selects or approves; (iii) it and its personnel are duly authorized to enter and access such data; (iv) and RxPhoto is duly authorized to receive, use, and disclose such data subject to the terms of this Agreement.

RxPhoto is not a health plan or healthcare provider and it cannot and does not independently review or verify the medical accuracy or completeness the medical information entered into, or made available to it in, RxPhoto Service. Use of and access to RxPhoto Services, including, but not limited to, clinical information in RxPhoto Service, is at the sole risk and responsibility of Client and any practitioner or health care provider or facility using data provided by RxPhoto as part of RxPhoto Services. RxPhoto shall not be liable for any action or inaction of Client which may give rise to liability under the federal False Claims Act or any state version thereof.

Section 8. Warranties and Limitations.

• (a) RxPhoto warrants to Client that, to RxPhoto’s knowledge, RxPhoto Services Functionality, when used properly and as expressly authorized by RxPhoto does not infringe any valid patent, registered copyright, or other registered intellectual property right under laws of the United States, provided that RxPhoto makes no warranty to the extent that such infringement results from (i) use or access of RxPhoto Service by Client in combination with any data, software, or equipment provided by Client or any third party that could have been avoided by use or access of RxPhoto Service without such data, software, or equipment or (ii) any breach of any agreement by, or any negligent or other wrongful act or omission of, Client or any third party acting on behalf of Client.
• (b) Except as otherwise expressly provided herein, RxPhoto undertakes no obligation to provide error-free or fault-free items or services, and RxPhoto Services are provided “as is” with all faults and defects. EXCEPT AS EXPRESSLY PROVIDED HEREIN, RxPhoto DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT TO ANY SERVICE OR ITEM PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM CONDUCT, COURSE OF DEALING, CUSTOM, OR USAGE IN TRADE.
• (c) No claim against RxPhoto of any kind under any circumstances will be filed more than one year after Client knows of, or in the exercise of reasonable care could know of, such claim or an act or omission of RxPhoto that would give rise to such claim.
• (d) NOTWITHSTANDING ANYTHING TO THE CONTRARY, RXPHOTO WILL NOT BE LIABLE UNDER ANY LEGAL THEORY FOR INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSSES; LOST PROFITS OR BUSINESS OPPORTUNITIES; OR THE COST OF PROCUREMENT OF SUBSTITUTE ITEMS OR SERVICES. Client hereby acknowledges that the remedies set forth above are reasonable and will not fail of their essential purpose.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Section 9. Sublicensed Intellectual Property.

As applicable in connection with RxPhoto Services, RxPhoto hereby grants to Client a limited, non-exclusive, non-transferable, non-sublicensable and royalty-free sublicense to the Third Party Items subject to the Third Party Terms. RxPhoto reserves the right to modify the Third Party Terms in the event RxPhoto adds or replaces Third Party Items or as required in connection with changes to the third party license agreements for the Third Party Items. RxPhoto agrees to use commercially reasonable efforts to post the current Third Party Terms on RxPhoto Service and notify Client through an alert on RxPhoto Service when RxPhoto has posted revised Third Party Terms. The Third Party Items will not be deemed part of RxPhoto Service, RxPhoto Service Content, RxPhoto Services Functionality, or RxPhoto Services. All sublicenses granted hereunder are solely for Client’s use in connection with RxPhoto Services and will terminate on the earlier of expiration or termination of (i) this Agreement or (ii) the applicable agreement between Athena and the licensor of the Third Party Items.

Section 10. Force Majeure.

No failure, delay, or default in performance of any obligation under this Agreement (other than payment obligations) will constitute a breach of this Agreement if it is caused by strike, fire, shortage of materials, act of a public authority, civil disorder, riot, vandalism, war, severe weather, natural disaster or other act of god; terrorism; or other cause that is beyond the reasonable control of the Party otherwise chargeable, for so long as such cause continues and for a reasonable period of time thereafter.

Section 11. Choice of Law, Forum.

This Agreement will be governed by the laws of the Commonwealth of Massachusetts applicable to agreements made and to be performed wholly within Massachusetts, without regard to its conflicts of laws principles. The Federal District Court for the District of Massachusetts or the business litigation section of the state superior court of Massachusetts will be the exclusive venue for any court proceeding between the Parties arising out of, or in connection with, this Agreement. The Parties hereby submit to and consent irrevocably to the jurisdiction of such courts for these purposes.

Section 12. Miscellaneous.

This Agreement constitutes the entire agreement between the Parties relating to RxPhoto Services and supersedes all prior agreements, understandings, and representations relating to RxPhoto Services. No change in this Agreement will be effective or binding unless signed by Client and a duly authorized officer of RxPhoto.

Neither Party will assign this Agreement without the written consent of the other, provided that either Party may assign this Agreement with no less than 90 days prior Notice as part of a corporate reorganization, consolidation, merger, change of control with respect to its outstanding stock, or sale of substantially all of its assets, and provided further that the assigning Party and the assignee will remain liable for any unperformed obligations under this Agreement arising prior to the effective date of any such transaction.

This Agreement will be binding on the Parties and their successors and permitted assigns.

Nothing contained in this Agreement will be construed to create a joint venture, partnership, or like relationship between the Parties, and their relationship is and will remain that of independent Parties to a contractual service relationship.

In no event will either Party be liable for the debts or obligations of the other Party.

Client may not advertise, market, promote, or publicize in any manner its use of and access to RxPhoto Services without the express written consent of RxPhoto in each instance.

Except as explicitly set forth herein, none of the provisions of this Agreement will be for the benefit of or enforceable by any third party.
Section titles are for convenience only and will not affect the meaning of this Agreement.

No failure by a Party to insist upon the strict performance of any term or condition of this Agreement or to exercise any right or remedy hereunder will constitute a waiver.

If any term or provision of this Agreement is invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such other term or provision. The following portions of this Agreement will survive termination and continue in force: Sections 5, 6, 8(b)-(e), 9, and 11 through 14

Section 13. Service Level Agreement Terms.

1.) RxPhoto’s Duties.

RxPhoto will:

• (a) not use or disclose Client PHI except (i) as required or permitted by law; (ii) as permitted under the terms of the Agreement or any permission of Client under the Agreement; or (iii) as incidental under HIPAA to another permitted use or disclosure;
• (b) use reasonable and appropriate safeguards to prevent use or disclosure of Client PHI other than as provided in the Agreement;
• (c) implement administrative, physical, and technical standards in accordance with the Security Rule to protect the confidentiality, integrity, and availability of Client PHI in electronic form (“EPHI”);
• (d) mitigate, to the extent practicable, any harmful effect of a use or disclosure of Client PHI by RxPhoto that is known to RxPhoto to violate the requirements of the Agreement;
• (e) limit its request for Client PHI to the minimum amount necessary to accomplish the intended purpose of requests for, and uses and disclosures of, Client PHI in accordance with 45 C.F.R. 502(b)(1);
• (f) report to Client as soon as practicable and as required by HIPAA and the HITECH Act any known use or disclosure of Client PHI by RxPhoto not as provided by the Agreement and any “Security Incident” with respect to Client EPHI as defined in the Security Rule. Additionally, RxPhoto will notify Client of any Breach of Unsecured PHI, and such notification shall be made without unreasonable delay following the date of discovery to enable Client to comply with the Breach disclosure requirements under the HITECH Act. RxPhoto shall include within such notice identification, to the extent possible, of each Individual whose Unsecured PHI has been, or is reasonably believed by RxPhoto to have been, accessed, used, or disclosed through the Breach and any other valuable information known to RxPhoto that Client is required to include in its notice to affected Individuals. The reporting requirement set forth hereunder shall include, without limitation, disclosures that RxPhoto is aware of that would need to be included in Client’s Accounting of Disclosures under HIPAA and/or HITECH Act, provided that RxPhoto is required by HIPAA and the HITECH Act as a Business Associate of Client to include such disclosures;
• (g) require any agent, including a subcontractor, under the Agreement that creates, receives, maintains, or transmits Client PHI on behalf of RxPhoto to agree in writing to substantially the same restrictions and conditions with respect to Client PHI and Client EPHI that apply through this Exhibit A to RxPhoto with respect to such PHI;
• (h) at the request of Client, provide access to Client PHI in a Designated Record Set to Client or, as properly directed by Client, to an Individual in order to meet the requirements under 45 C.F.R. §164.524;
• (i) at the request of Client, make any amendment to Client PHI in a Designated Record Set that Client properly directs or agrees to pursuant to 45 C.F.R. §164.526;
• (j) make its internal practices, books, and records relating to the use and disclosure of Client PHI available to the Secretary of Health and Human Services for purposes of the Secretary’s determination of Client’s compliance with HIPAA requirements;
• (k) document such disclosures of Client PHI 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 it in accordance with 45 C.F.R. §164.528;
• (l) provide to Client information collected in accordance with this Article 2 to permit Client to respond to an appropriate request for an Accounting of Disclosures of Client PHI in accordance with 45 C.F.R. §164.528; and
• (m) to the extent that RxPhoto is to carry out any Client obligation(s) under subpart E of 45 C.F.R. Part 164, comply with the requirements of subpart E of 45 C.F.R. Part 164 that apply to Client in the performance of such obligation(s).

2.)  Client’s Duties. Client will:

• (a) not request, direct, or cause RxPhoto to use or disclose PHI unless the use or disclosure is in compliance with applicable law relating to the privacy and security of patient data and is the minimum amount necessary for the legitimate purpose of such use or disclosure;
• (b) notify RxPhoto of any limitation in its notice of privacy practices in accordance with 45 C.F.R. §164.520, to the extent that such limitation may affect RxPhoto’s use or disclosure of Client PHI;
• (c) notify RxPhoto of any changes in, or revocation of permission by, an Individual to use or disclose Client PHI, to the extent that such changes may affect RxPhoto’s use or disclosure of Client PHI; and
• (d) notify RxPhoto of any restriction on the use or disclosure of Client PHI that Client has agreed to in accordance with 45 C.F.R. §164.522, to the extent that such restriction may affect RxPhoto’s use or disclosure of Client PHI.
• (e) ensure that passwords set for use of RxPhoto services and software are compliant with HIPAA rules and regulations at all times.

3.) Business Associate Permitted Purposes.

RxPhoto’s use and disclosure of Client PHI is permitted for the following purposes:

• (a) to provide RxPhoto Services (including, but not limited to, receipt from and disclosure to payers, patients, vendors, and others in order to provide RxPhoto Services);
• (b) for “payment,” “healthcare operations,” and “treatment” as defined in HIPAA regulations (including, without limitation, testing and set up of electronic linkages for “payment” transactions);
• (c) as expressly permitted in the Agreement;
• (d) as required by law;
• (e) to provide data aggregation services as permitted by 45 C.F.R. §164.504(e)(2)(i)(B);
• (f) for the proper management and administration of RxPhoto, including, without limitation, making and maintaining reasonable business records of transactions in which RxPhoto has participated or RxPhoto has been used (including back-up documentation); and
• (g) to de-identify Client PHI and use such de-identified information in accordance with 45 C.F.R. §164.514(b).

To the extent RxPhoto uses or discloses Client PHI for the purposes set forth in Article 4(f) or to carry out RxPhoto’s legal responsibilities, RxPhoto will ensure that (i) such disclosures are required by Applicable Law or (ii) RxPhoto obtains prior written 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 Applicable Law or for the purpose(s) for which it was disclosed to the person, and the person notifies RxPhoto of any instances of which it is aware in which the confidentiality of the information has been breached in accordance with the breach notification requirements of the BAA

Section 14. Section 14. RxPhoto Business Records.

Subject to the other requirements and limitations of this Exhibit A, the business records of RxPhoto and all other records, electronic or otherwise, created or maintained by RxPhoto in performance of the Agreement will be and remain the property of RxPhoto, even though they may reflect or contain Client PHI, Confidential Business Information of Client, or other information concerning or provided by Client. All de-identified information created by RxPhoto in compliance with the Agreement will belong exclusively to RxPhoto, provided that Client will not hereby be prevented from itself creating and using its own de-identified information.