This Business Associate Agreement (“Agreement”) constitutes a contract by and between CERTIFY Global Inc. (“CERTIFY” or “Business Associate”) and any health care provider, health plan, or health care clearinghouse (“Covered Entity”) (each a “Party” and collectively the “Parties”) who signs up to use CERTIFY’s Services through our Website, who signs a separate agreement regarding the Services, or who provides CERTIFY with any protected health information (“PHI”) for any purpose. This Agreement governs Business Associate’s processing, storage, and/or use of any PHI provided to Business Associate by Covered Entity, unless the Parties sign a separate Business Associate Agreement, and is effective as of the date the Covered Entity signs up to use CERTIFY’s Services or signs a separate agreement to use the Services (“Effective Date”). If the Parties sign a separate Business Associate Agreement, the separate agreement will control.
THE PARTIES AGREE THAT THEY WILL NOT BE LIABLE TO EACH OTHER FOR ANY DAMAGES, UNLESS SUCH LIABILITY IS FOUND TO HAVE BEEN CAUSED BY GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, ARISING FROM OR RELATED TO THIS AGREEMENT. THE PARTIES AGREE THAT THIS LIMITATION ON LIABILITY APPLIES TO ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, ANY ACCOUNTING OF PROFITS, OR ANY LOST PROFITS, UNDER ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF WHETHER THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.