This eForms Services Schedule (“Service Schedule”) supplements and is incorporated by reference into the Master Services Agreement https://thinkresearch.com/ca/company-overview/msa. This Service Schedule and its Attachments are effective so long as there is an active Order Form. Unless otherwise defined in this Service Schedule, capitalized terms will have the meaning given to them in the Agreement.
- Consent.
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- The Licensee shall obtain any required patient consents or authorizations from individuals necessary under applicable U.S. federal and state law for the Licensee to submit any personally identifiable information (“PII”) to Think Research and for Think Research to use such PII for purposes of its performance under this Agreement. The Licensee’s transmittal or submission, or provision of access of Think Research to such PII constitutes a representation by the Licensee to Think Research that such transmittal, submission, or provision of access complies with all applicable U.S. federal and state law.
- In connection with the Licensee’s use of the Licensed Product, the Licensee may be acting as a health data exchange, health information organization, health data intermediary, or similar organization that may be regulated under certain U.S. state laws. The Licensee shall be responsible for complying with U.S. state law applicable to the Licensee’s activities, including without limitation, obtaining any certificate of authority or similar license or permit that may be required under applicable U.S. state law. Think Research shall be responsible for complying with U.S. state law applicable to offering the Licensed Product to the Licensee, including without limitation, obtaining any certification of authority or similar license or permit that may be required to offer the Licensed Product to the Licensee.
- The Licensee shall immediately notify Think Research in writing of any actual or suspected incident or breach involving PII, including without limitation any actual or suspected unauthorized use or disclosure of PII. The Licensee agrees to cooperate with Think Research in Think Research’s handling of such matter.
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- Acknowledgment. The Licensee acknowledges and agrees that the Licensed Product is not intended to provide, or be the basis for, or otherwise contribute in any manner to the development of, any treatment recommendations for individual residents or groups of residents.
Forms. Notwithstanding any other provision of this Agreement, the Licensee acknowledges and agrees that Think Research has developed the specific eForms to be used by the Licensee at the request of the Licensee using one or more admission agreements provided by the Licensee (the “Licensee Forms”), and that Think Research makes no representation or warranty, and disclaims all liability, in respect of (1) the content of any Licensee Forms including, without limitation, any admission agreement entered into between the Licensee or any affiliate of the Licensee and any patient, resident or customer of the Licensee or such affiliate of the Licensee (each, an “Admission Agreement”), (2) the enforceability of any Admission Agreement by any party thereto, and (3) the compliance of Licensee Forms, including without limitation any Admission Agreement, and the execution thereof with all applicable laws and regulations of any jurisdiction including, without limitation, the Electronic Signatures in Global and National Commerce Act and all similar laws and regulations. The Licensee hereby indemnifies, releases and forever discharges Think Research Parties of and from all manner of claims whatsoever both in law and in equity against the Think Research which the Licensee ever had, now has or hereafter can, shall or may have for or by reason of the use of or omission to use the Licensed Product (including any Third Party Application), as the case may be, or any eForm or software tool or any other product of Think Research Parties or any Third Party Provider.
