Welcome, and thank you for visiting our Sign Out Now platform. Sign Out Now, LLC ("SON," "we", "us" or “our”) and its affiliates are excited and happy to provide this service, product and information available in it as part of our mission to help enable healthcare providers to effectively discharge and transition care of patients between physicians.
Please take a moment to read through these Terms carefully. If you have any questions or comments about these Terms, please contact us at support@SignOutNow.com.
2. YOUR OBLIGATIONS
• DOs and DON'Ts;
• Complaints Regarding Content Posted on the SON Website; and
B. License and warranty for your submissions to SON
By providing information to us, you represent and warrant that you are entitled to and have the requisite rights to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. SON shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing products and services incorporating such information. It is your responsibility to keep your SON profile information accurate and updated.
C. Service Eligibility
D. Sign-In Credentials
You agree to: (1) Keep your password secure and confidential; (2) not permit others to use your login credentials to access your account; (3) refrain from using other Users' accounts; (4) refrain from selling, trading, or otherwise transferring your SON account or any information and content of another SON user to another party; and (5) refrain from charging anyone for access to any portion of SON, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. To close your account, please contact email@example.com.
H. Notifications and Service Messages
I. User-To-User Communication and Sharing
SON may offer various forums where you can communicate with individuals and groups.
Please note that ideas you post and information you share may be seen and used by other Users, and SON cannot guarantee that other Users will not use the ideas and information that you share on SON. Therefore, if you have an idea or information that you would like to keep confidential and/or don't want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not share it on SON. SON IS NOT RESPONSIBLE FOR A USER'S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST, UPLOAD, OR TRANSMIT WITHIN SON.
K. Contributions to SON
By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to SON through its suggestion or feedback webpages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) SON is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) SON shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) SON may have something similar to the Contributions already under consideration or in development; (e) you irrevocably assign to SON all rights to your Contributions; and (f) you are not entitled to any compensation or reimbursement of any kind from SON under any circumstances.
L. Posted Data
The information and content posted on SON is gathered from publicly available data or submitted by other Users, and SON cannot guarantee the accuracy of such information. Use of SON by you is conditioned upon your agreement that all of the information and content, including profile and insurance data, is for informational purposes only and should not be relied upon, and that as User, you agree to hold harmless SON and other Users and data suppliers for your use or reliance on such data.
3. YOUR RIGHTS
4. OUR RIGHTS AND OBLIGATIONS
A. Services Availability
B. Third Party Sites
SON is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites. Accordingly, if you decide to access Third Party Sites, you do so at your own risk.
C. Disclosure of User Information
D. Connections and Interactions with Other Users
You agree that from time to time SON may invite or otherwise make you aware of certain educational, promotional or financial opportunities relating to Your Communications and profile.
5. SERVICE DISCLAIMER
Do not rely on SON, any information therein, or its continuation. We provide the platform for SON and all information and services on an "as is" and "as available" basis. SON does not control or vet User generated content for accuracy. We do not provide any express warranties or representations.
To the fullest extent permissible under applicable law, we disclaim any and all implied warranties and representations, including, without limitation, any warranties of merchantability, fitness for a particular purpose, title, accuracy of data, and non-infringement. If you are dissatisfied or harmed by SON or anything related to SON, you may close your SON account and terminate this agreement in accordance with Section 7 ("termination") and such termination shall be your sole and exclusive remedy.
SON is not responsible, and makes no representations or warranties for the delivery of any messages sent through SON to anyone. In addition, we neither warrant nor represent that your use of the service will not infringe the rights of third parties. Any material, service, or technology described or used on the website may be subject to intellectual property rights owned by third parties who have licensed such material, service, or technology to us.
SON does not guarantee that the services it provides will function without interruption or errors in functioning. In particular, the operation of the services may be interrupted due to maintenance, updates, or system or network failures. SON disclaims all liability for damages caused by any such interruption or errors in functioning. Furthermore, SON disclaims all liability for any malfunctioning, impossibility of access, or poor use conditions of the SON site due to inappropriate equipment, disturbances related to internet service providers, to the saturation of the internet network, and for any other reason.
6. MEDICAL DISCLAIMER
SON reminds you that the Service is not meant to serve as a substitute for your own professional medical judgment. You should always exercise your professional judgment in evaluating your patients, and should carefully consider any treatment plan. SON encourages you to confirm the information made available or otherwise obtained through the Service with other reliable sources before undertaking any treatment.
7. BUSINESS ASSOCIATE AGREEMENT
You agree to the terms of the business associates agreement provided in Exhibit A.
8. LIMITATION OF LIABILITY
Neither SON nor any employees, shareholders, or directors ("SON Affiliates") shall be cumulatively liable for (a) any damages in excess of US $100, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from SON. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:
Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose;
• Not apply if you have entered into a separate agreement to purchase Premium Services with a separate Limitation of Liability provision that supersedes this Section in relation to those Premium Services.
A. Mutual Rights of Termination
B. Misuse of the Services
SON may restrict, suspend or terminate the account of any User who abuses or misuses the Services or offers competitive services. Misuse of the Services includes inviting to connect other Users with whom you do not know or with whom you do not have a medical referral or consult objective; abusing the SON messaging services; using the Services commercially without SON's authorization, infringing any intellectual property rights, violating any of the Do's and Don'ts listed in Section 12, or any other behavior that SON, in its sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, SON has adopted a policy of terminating accounts of Users who, in SON's sole discretion, are deemed to be repeat infringers under the United States Copyright Act.
C. Effect of Termination
10. DISPUTE RESOLUTION
11. GENERAL TERMS
B. Notices and Service of Process
Sign Out Now
ATTN: Legal Department
30838 Janlor Dr
Westlake Village, CA 91362
Additionally, SON accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.
E. No Informal Waivers, Agreements or Representations
F. No Injunctive Relief
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.
G. Assignment and Delegation
H. Potential Other Rights and Obligations
You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.
12. SON USER "DO'S" and "DON'TS"
A. Do Undertake the Following:
• Comply with all applicable laws, including, without limitation, state and federal patient privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;
• Provide accurate information to us and update it as necessary;
• Disclose any potential conflicts-of-interest, such as consultant fees (e.g. promoting "off-label" use) as appropriate; and
• Use the Services in a professional manner.
B. Don't Undertake the Following:
• Act dishonestly or unprofessionally by engaging in unprofessional behavior by posting inappropriate, inaccurate, or objectionable content to SON;
• Publish inaccurate information in the designated fields on the profile form (e.g., do not include a link or an email address in the specialty field). Please also protect sensitive personal information such as your email address, phone number, street address, or other information that is confidential in nature;
• Harass, abuse or harm another person, including sending unwelcomed communications to others using SON;
• Upload a profile image that is not your likeness or a head-shot photo;
• Use or attempt to use another's account without authorization from the user, or create a false identity on SON;
• Upload, post, email, message, transmit or otherwise make available or initiate any content that:
• Falsely states, impersonates or otherwise misrepresents your identity, including but not limited to misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present;
• Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;
• Adds to a content field content that is not intended for such field (i.e. submitting a telephone number in the specialty field);
• Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as private patient information, insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;
• Includes any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation. This prohibition includes but is not limited to (a) using SON invitations to send messages to people who don't know you or who are unlikely to recognize you as a known contact; (b) using SON to connect to people who don't know you and then sending unsolicited promotional messages to those direct connections without their permission; and (c) sending messages to distribution lists, newsgroup aliases, or group aliases;
• Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of SON or any User of SON;
• Forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services; and/or
• Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof
• Utilize or copy information, content or any data you view on and/or obtain from SON to provide any service that is competitive, in SON's sole discretion, with SON;
• Imply or state, directly or indirectly, that you are affiliated with or endorsed by SON unless you have entered into a written agreement with SON;
• Adapt, modify or create derivative works based on SON or technology underlying the Services, or other Users' content, in whole or part;
• Rent, lease, loan, trade, sell/re-sell access to SON or any information therein, or the equivalent, in whole or part;
• Remove any copyright, trademark or other proprietary rights notices contained in or on SON, including those of both SON and any of its licensors;
• Share information of non-Users without their express consent;
• Infringe or use SON's brand, logos and/or trademarks, including, without limitation, using the word "SON" in any business name, email, or URL or including SON's trademarks and logos or as expressly permitted by SON;
• Use manual or automated software, devices, scripts robots, other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the site;
• Use bots or other automated methods to access SON, add or download contacts, send or redirect messages, or perform other activities through SON, unless explicitly permitted by SON;
• Access, via automated or manual means or processes, SON for purposes of monitoring SON's availability, performance or functionality for any competitive purpose;
• Engage in "framing," "mirroring," or otherwise simulating the appearance or function of SON's website;
• Attempt to or actually access SON by any means other than through the interfaces provided by SON such as its mobile application or by navigating to http://www.SignOutNow.com using a web browser. This prohibition includes accessing or attempting to access SON using any third-party service, including software-as-a-service platforms that aggregate access to multiple services, including SON;
• Attempt to or actually override any security component included in or underlying SON;
• Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on SON's infrastructure, including, but not limited to, sending unsolicited communications to other Users or SON personnel, attempting to gain unauthorized access to SON, or transmitting or activating computer viruses through or on SON;
• Interfere with or disrupt or game SON or the Services, including, but not limited to, any servers or networks connected to SON, in particular SON's search algorithms.
• Any attempt to obtain unauthorized access, interfere with or to exceed authorized access to SON shall be considered a trespass and computer fraud and abuse, punishable under state and federal laws. SON hereby notifies you that any or all communications with this website can and will be monitored, captured, recorded, and transmitted to the authorities as deemed necessary by SON in its sole discretion and without further notice.
13. COMPLAINTS REGARDING CONTENT POSTED ON THE SON WEBSITE
If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access thereto) from the Services by contacting SON at the following physical or email address:
ATTN: Legal Department
30838 Janlor Dr
Westlake Village, CA 91362
and providing the following information:
• Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
• Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
• Your name, address, telephone number and (if available) e-mail address.
• A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
• A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.
• A signature or the electronic equivalent from the copyright holder or authorized representative.
• In an effort to protect the rights of copyright owners, we maintain a policy for the termination, in appropriate circumstances, of subscribers and account holders who are repeat infringers.
EXHIBIT A: HIPAA BUSINESS ASSOCIATE AGREEMENT BETWEEN SON AND PROVIDER
WHEREAS, Congress enacted the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), which protects the confidentiality of health information;
WHEREAS, pursuant to HIPAA, the United States Department of Health and Human Services ("HHS") promulgated Privacy Standards and Security Standards, each as defined below, governing confidential health information;
WHEREAS, Business Associate performs services through its provision of the SON service (the "Service") on behalf of Covered Entity;
WHEREAS, Business Associate's provision of the Service requires Covered Entity to provide Business Associate with access to confidential health information; and
WHEREAS, in order to comply with the business associate requirements of HIPAA and its implementing regulations, Business Associate and Covered Entity must enter into an agreement that governs the uses and disclosures of such confidential health information by the Business Associate.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
"Electronic Media" shall have the meaning set forth in 45 C.F.R. §160.103, which is defined as electronic storage media (including memory devices in computers, hard drives, any removable or transportable digital memory medium, such as magnetic tape or disk, optical disk or digital memory card) or transmission media used to exchange information already in electronic storage media (including the Internet, extranet (using Internet technology to link a business with information only accessible to collaborating parties), leased lines, dial-up lines, private networks, and those transmissions that are physically moved from one location to another using magnetic tape, disk, or compact disk media). Certain transmissions, including of paper, via facsimile, and of voice, via telephone, are not considered to be transmissions via electronic media, because the information being exchanged does not exist in electronic form before the transmission.
"Electronic Protected Health Information" or "EPHI" shall mean Individually Identifiable Health Information that is (i) transmitted by Electronic Media or (ii) maintained in any medium constituting Electronic Media. For instance, EPHI includes information contained in a patient's electronic medical records and billing records. "EPHI" shall not include (i) education records covered by the Family Educational Right and Privacy Act, as amended, 20 U.S.C. §1232g; (ii) records described in 20 U.S.C.§1232g(a)(4)(B)(iv); and (iii) employment records held by a Covered Entity in its role as employer.
"HITECH Act" shall mean the Health Information Technology for Economic and Clinical Health Act, found in Title XIII of the American Recovery and Reinvestment Act of 2009, effective February 17, 2009.
"Individual" shall have the same meaning as set forth in 45 C.F.R. § 160.103, defined as the person who is the subject of PHI, and shall include a personal representative in accordance with 45 C.F.R. § 164.502(g).
"Individually Identifiable Health Information" shall mean information that is a subset of health information, including demographic information collected from an individual, and
(i) is created or received by a health care provider, health plan, employer, or health care clearinghouse; and
(ii) relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (a) identifies the individual, or (b) with respect to which there is a reasonable basis to believe the information can be used to identify the individual.
"Privacy Standards" shall mean the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Parts 160 and 164, Subparts A, D, and E, as currently in effect.
"Protected Health Information" or "PHI" shall mean Individually Identifiable Health Information that is (i) transmitted by Electronic Media, (ii) maintained in any medium constituting Electronic Media; or (iii) transmitted or maintained in any other form or medium. For instance, PHI includes information contained in a patient's medical records and billing records. "Protected Health Information" shall not include (i) education records covered by the Family Educational Right and Privacy Act, as amended, 20 U.S.C. §1232g; (ii) records described in 20 U.S.C.§1232g(a)(4)(B)(iv); and (iii) employment records held by a Covered Entity in its role as employer.
"Required by Law" shall have the same meaning as the term "Required by law" in 45 C.F.R. § 164.103.
"Secretary" shall mean the Secretary of the U.S. Department of Health and Human Services or any office or person within the U.S. Department of Health and Human Services to which/whom the Secretary has delegated his or her authority to administer the Privacy Standards and the Security Standards, such as the Director of the Office for Civil Rights.
"Security Standards" shall mean Security Standards for the Protection of Electronic Protected Health Information, 45 C.F.R. Part 160 and Part 164, Subparts A and C.
"Subsequent Business Associate" shall mean any agent, including subcontractors, of Business Associate to whom Business Associate discloses Protected Health Information or Electronic Protected Health Information.
"Unsecured Protected Health Information" shall have the same meaning as the term "unsecured protected health information" in 45 C.F.R. § 164.402, limited to the information created or received by Business Associate from or on behalf of Covered Entity.
2.3 Reporting Violations of Law. Consistent with the requirements of 45 C.F.R. § 164.502(j)(1), Business Associate may disclose Protected Health Information to report violations of law to appropriate Federal and State authorities.
2.5 Reporting of Illegal, Unauthorized or Improper Uses or Disclosures and Remedial Actions. Business Associate shall report to Covered Entity any illegal, unauthorized, or improper use or disclosure of Protected Health Information, Security Incident or any Breach (collectively, "Known Misuse") by it or a Subsequent Business Associate without unreasonable delay and within ten (10) business days of obtaining knowledge of such Known Misuse. Additionally, if the Known Misuse is a Breach of Unsecured Protected Health Information, Business Associate shall comply with the requirements of 45 C.F.R. § 164.410. Business Associate shall take, or, in the event that the acts or omissions of a Subsequent Business Associate gave rise to the Known Misuse, shall require a Subsequent Business Associate to take, commercially reasonable actions to mitigate the negative impact of any Known Misuse and adopt additional or improve existing safeguards to prevent recurrence.
2.6 Internal Practices, Books and Records. Business Associate shall make its internal practices, books and records relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity available to the Secretary, or their designees, for purposes of determining and facilitating Business Associate's and Covered Entity's compliance with the Privacy Standards and Security Standards.
2.7 Access to Protected Health Information.
2.7.1 Within ten (10) days of a request by Covered Entity, Business Associate shall provide Protected Health Information in its possession or in the possession of a Subsequent Business Associate to Covered Entity in order for Covered Entity to comply with its obligations under 45 C.F.R. §164.524 to provide Individuals with access to their Protected Health Information.
2.7.2 Business Associate shall notify Covered Entity within five (5) days of receiving a request from an Individual to access Protected Health Information. Following receipt of such notice from Business Associate, Covered Entity shall handle such request from the Individual.
2.8 Amendments to Protected Health Information.
2.8.1 Within ten (10) days of a request by Covered Entity, Business Associate shall provide Protected Health Information in its possession or in the possession of a Subsequent Business Associate to Covered Entity in order for Covered Entity to comply with its obligations under 45 C.F.R. § 164.526 to provide Individuals the right to amend their Protected Health Information.
2.8.2 Business Associate shall notify Covered Entity within five (5) days of receiving a request from an Individual to amend Protected Health Information. Following receipt of such notice from Business Associate, Covered Entity shall handle such request from the Individual.
2.9 Accounting of Disclosures.
2.9.1 Within twenty (20) days of a request by Covered Entity, Business Associate shall provide Covered Entity with an accounting of all disclosures of Protected Health Information, other than disclosures excepted from the Privacy Standards accounting requirement under 45 C.F.R. § 164.528(a)(1)(i)-(ix), made by Business Associate or by a Subsequent Business Associate in the previous six (6) years (but in no event prior to April 14, 2003) in order for Covered Entity to comply with its obligations under 45 C.F.R. § 164.528 to provide Individuals with an accounting of disclosures of their Protected Health Information.
2.9.2 Such accounting shall include, with respect to each disclosure: the date of the disclosure; the name (and address, if known) of the entity or person receiving the Protected Health Information; a description of the Protected Health Information disclosed; a statement of the purpose of the disclosure; and any other information the Secretary may require under 45 C.F.R. § 164.528 (collectively, "Disclosure Information").
2.9.3 Notwithstanding Section 2.11.2, for repetitive disclosures of Protected Health Information that Business Associate makes for a single purpose to the same person or entity, Business Associate may record: (a) the Disclosure Information for the first of these repetitive disclosures; (b) the frequency, periodicity or number of these repetitive disclosures made during the accounting period; and © the date of the last of these repetitive disclosures.
2.9.4 Business Associate shall notify Covered Entity within ten (10) days of receiving a request from an Individual for an accounting of disclosures of Protected Health Information. Following receipt of such notice from Business Associate, Covered Entity shall handle such request from the Individual.
2.9.5 In accordance with the HITECH Act, the parties acknowledge that the Secretary shall promulgate regulations regarding the right of Individuals to receive an accounting of disclosures made for treatment, payment and healthcare operations during the previous three (3) years if such disclosures are made through the use of an electronic health record. The parties agree to comply with such regulations promulgated by the Secretary as of the effective date of those regulations.
2.10 Subpoenas, Court Orders, and Governmental Requests. If Business Associate receives a court order, subpoena, or governmental request for documents or other information containing Protected Health Information, Business Associate will use reasonable efforts to notify Covered Entity of the receipt of the request within ten (10) business days to provide Covered Entity an opportunity to respond. Business Associate may comply with such order, subpoena, or request as Required by Law or permitted by law.
2.11 Remuneration in Exchange for PHI. Except as permitted by the HITECH Act or regulations promulgated by the Secretary in accordance with the HITECH Act, and as of the effective date of such regulations, Business Associate shall not directly or indirectly receive remuneration in exchange for PHI unless Covered Entity notifies Business Associate that it obtained a valid authorization from the Individual specifying that the Individual's PHI may be exchanged for remuneration by the entity receiving such Individual's PHI.
3. Covered Entity Obligations.
3.1 Notice of Privacy Practices. Covered Entity shall notify Business Associate of limitation(s) in its notice of privacy practices, to the extent such limitation affects Business Associate's permitted Uses or Disclosures.
3.2 Individual Permission. Covered Entity shall notify Business Associate of changes in, revocation of, permission by an Individual to use or disclose PHI, to the extent such changes affect Business Associate's permitted Uses or Disclosures.
3.3 Restrictions. Covered Entity shall notify Business Associate of restriction(s) in the Use or Disclosure of PHI that Covered Entity has agreed to, to the extent such restriction affects Business Associate's permitted Uses or Disclosures.
3.5 Marketing. Covered Entity represents and warrants that it has obtained any and all authorizations from Individual for any use or disclosure of PHI for marketing, unless the marketing communication is made without any form of remuneration (i) to describe medical services or products provided by either party; (ii) for treatment of the Individual; or (iii) for case management or care coordination for the Individual or to direct or recommend alternate treatments, therapies, providers or settings.
4. Term and Termination.
4.3 Effect of Termination.
4.3.2 Reasonable Fees. All reasonable fees incurred to cause the return, destruction, or storage of Protected Health Information under this Section 4.3 shall be borne by the Covered Entity.
ADDRESSES FOR NOTICES
ATTN: Legal Department
30838 Janlor Dr
Westlake Village, CA 91362
FOR COVERED ENTITY:
The notice address for Covered Entity will be the address provided by that entity on the online registration page for the SON service.