Terms of Service & Policies

BHCOE Terms of Service

By executing an engagement agreement (“Agreement”) to pursue BHCOE Accreditation (the “Services”) or accessing or using any of the Services, you agree to be bound by these Terms.

If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to BHCOE that you have the authority to bind that organization to these Terms (in which event, the terms “Customer”, “you” and “your” will refer to that organization). Customer may use the Services only in compliance with these Terms. You agree to these Terms only if you have the power to form a contract with BHCOE and are not barred under any applicable laws from doing so. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES. Should you have any questions concerning these Terms, please contact us at info@bhcoe.org.

  1. GOVERNING DOCUMENTS
    Customer understands that in addition to these Terms, use of the Services is also governed by engagement agreement, the Business Associate Agreement, Pricing Policy, FERPA Addendum (collectively “Additional Agreements”). The Additional Agreements are incorporated herein by reference and made a part of these Terms for all purposes. By utilizing the Services, Customer acknowledges and agrees it has had the opportunity to review the Additional Agreements, and understands and agrees to be bound by their terms. These Terms together with the Additional Agreements constitute, and are collectively referred to herein as, the “Service Agreement” between the Parties.In addition, Addendums setting forth additional terms and conditions specific to a Customer’s geographic location (or particular services you may have purchased) may also apply, and are available at bhcoe.org/legal (“Service Addendums”). You agree to review such Service Addendums and agree that any such Service Addendums applicable to you are binding and incorporated herein by reference. The term “Service Agreement” as used herein shall include any applicable Service Addendums.

    In the event of any conflict or ambiguity between any of the documents that form the Service Agreement, said conflict or ambiguity shall be resolved by giving precedence to the documents in the following order.

    1. Customer’s Engagement Agreement;
    2. Any applicable Service Addendums;
    3. Terms of Service;
    4. Business Associate Agreement; and
    5. All other Additional Agreements

    Capitalized terms not otherwise defined herein in the Service Agreement shall have the meaning assigned to them in Customer’s Order.

    You have asked BHCOE to perform certain accreditation evaluation services (the “Services”).

    We agree to render the Services; to keep you informed of developments and our progress in such activities; and to respond to your reasonable inquiries. You agree to cooperate fully with us, to provide us with information pertaining to such matters, to keep us informed of developments, to abide by this Agreement, and to pay our bills in a timely manner as required herein.

  2. As a benefit of the accreditation process, BHCOE will provide staff members of accredited organizations access to e-learning opportunities which will begin upon your supplying contact information, including email addresses, for your staff members. Staff members may also be contacted regarding opportunities to participate in research projects. You agree that you will secure all required permissions for sharing such contact information, provide that contact information upon request, and notify your staff of this benefit. Should you receive a non-accreditation decision, the e-learning access will be revoked.
  3. You or we may terminate this Agreement at any time upon written notice. At the effective time of any termination of this Agreement, we will be entitled to be paid in accordance with this Agreement for all services rendered to you prior to the termination and for all costs and expenses paid or incurred by us on your behalf or which are reasonably necessary thereafter. Notwithstanding anything to the contrary, the obligations set forth in Sections 4-7 herein shall survive termination of this agreement.
  4. Nothing in this Agreement and nothing in our statements to you will be construed as a guarantee or promise about the Services. We make no such guarantees or promises as to the extent of completion at any time or the outcome of any audit or assessment. Our comments about any problem or issue are expressions of opinion only and do not constitute advice of legal counsel. You acknowledge that we have made no such guarantees or promises of any kind.
  5. If an action or proceeding is commenced to enforce this Agreement or any provision hereof, the prevailing party in such an action or proceeding shall be entitled to recover the reasonable amount of attorneys’ fees and costs expended, in addition to compensatory damages. Any such action or proceeding shall be brought in and determined by a court or tribunal in Delaware, and you consent to the jurisdiction of such court or tribunal. For purposes of enforcing this Agreement only, you agree that this Agreement may be disclosed to the court or tribunal.
  6. BHCOE agrees that we shall treat all non-public information obtained by us in connection with the rendition of the Services hereunder as confidential and we shall not, without written authorization from you, release or share such information with any third party except pursuant to written authorization from you and/or as may be required by law (the determination of which to be at the sole discretion of BHCOE and/or BHCOE’s legal counsel). BHCOE agrees that we will abide by all applicable laws and regulations with respect to any protected health information and education records that are shared with us as necessary to complete the Services, including the Health Insurance Portability and Accountability Act of 1996 and the Family Educational Rights and Privacy Act (FERPA).
  7. All materials created by, or supplied to you by, BHCOE in connection with the Services hereunder shall remain, for purposes of copyright, trademark or patent laws, and any other applicable laws regarding the ownership of intellectual property, the sole property of BHCOE. You are hereby granted a non-exclusive license by BHCOE to retain and use such materials for the purposes for which they are provided to you, such license to remain in effect subject to your compliance with your obligations hereunder (including but not limited to your payment obligations).
  8. As mentioned hereinabove, none of the Services provided by BHCOE are intended to, or will, constitute legal services or the practice of law. To the extent that any person licensed to practice law performs any part of such Services, such person is neither acting in the capacity of an attorney nor performing legal services. Accordingly, any communication between you and BHCOE does not constitute an attorney-client privileged communication or attorney work product.
  9. This Agreement contains the entire agreement concerning the subject matter hereof between you and us and may not be modified except by an instrument in writing signed by you and BHCOE.
  10. You acknowledge that you have read and understood the foregoing terms and agree to them on behalf of all members of your organization who will use the service.
Business Associates Agreement (“BAA”)

Please read this Business Associate Agreement (“BAA”) carefully, as it forms a contract between BHCOE Holdings, LLC a Delaware limited liability company (“BHCOE”), and the customer agreeing to these terms (“Customer,” “you” or “your”), and covers all services provided by BHCOE to Customer in accordance with Customer’s Order (“Services”) as part of the Service Agreement as described by the Terms of Service.

BHCOE and Customer are sometimes referred to in this BAA individually as a “Party” and collectively as the “Parties.” This BAA will remain effective for any agreement between the Parties until terminated in accordance with the terms of this BAA.

Customer is a Covered Entity (CE) or a Business Associate. Customer possesses Protected Health Information that is protected under HIPAA. Customer is permitted to Use or Disclose such Protected Health Information only in accordance with HIPAA and HITECH (and the applicable business associate agreement if Customer is a Business Associate). The services provided to Customer require BHCOE to host certain Customer Data that may contain Protected Health Information. HITECH imposes certain requirements on Business Associates. To the extent BHCOE creates, receives, maintains, or transmits Protected Health Information on behalf of Customer, BHCOE is a Business Associate (BA) of Customer. Accordingly, HIPAA requires BHCOE and Customer to comply with certain obligations under the Privacy Rule, Breach Notification Rule, and Security Rule that relate to the Use, access, and Disclosure of Protected Health Information.

The terms and conditions in this BAA are intended to supersede any conflicting terms and conditions in the Agreements.

RECITALS

  1. This Agreement is entered into by CE and BA for the purposes of complying with privacy and security regulations issued by the United States Department of Health and Human Services under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”).
  2. CE is a covered entity as such term is defined under HIPAA, and as such is required to comply with the requirements thereof regarding the confidentiality and privacy of Protected Health Information (“PHI”) (defined below).
  3. BA provides services to or on behalf of CE pursuant to the terms of the Engagement Letter between CE and BA (the “Service Agreement”), that may require CE to disclose individually identifiable health information to BA, some of which may constitute Protected Health Information (“PHI”)(defined below).

NOW THEREFORE, in consideration of the promises and mutual agreement contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as set forth below.

AGREEMENT

  1. DEFINITIONS
    • 1.1 General. The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Designated Record Set, Disclosure, electronic Protected Health Information (“ePHI”), Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information (“PHI”), Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.1.2 Specific Definitions.
      • 1.2.1 Business Associate. “Business Associate” shall have the meaning given to such term under HIPAA, including but not limited to, 45 C.F.R. § 160.103.1.2.2 Covered Entity. “Covered Entity” shall have the meaning given to such term under HIPAA, including but not limited to, 45 C.F.R. § 160.103.

        1.2.3 HIPAA. “HIPAA” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 C.F.R. Parts 160 and 164.

        1.2.4 Privacy Rule. “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. Part 160 and Part 164, Subparts A and E.

        1.2.5 Security Rule. “Security Rule” shall mean the Security Standards for the Protection of Electronic Protected Health Information at 45 C.F.R. Part 160 and Part 164, Subparts A and C.

  2. OBLIGATIONS OF BUSINESS ASSOCIATE
    • 2.1 Permitted Uses and Disclosures of PHI. BA, its directors, officers, Subcontractors, employees, affiliates, agents, and representatives shall use or disclose PHI (a) in connection with fulfilling its duties and obligations under this Agreement and the Service Agreement; (b) for the proper management and administration of BA; or (c) to carry out the legal responsibilities of BA.2.2 Prohibited Uses and Disclosures of PHI. BA shall not use or disclose PHI other than as permitted or Required By Law. BA shall not use or disclose PHI in any manner that violates state or federal laws, or would violate such laws if used or disclosed in such manner by CE.

      2.3 Third Party Disclosures. BA shall obtain and maintain an agreement with each Subcontractor that has or will have access to PHI which is received from, created, or received by BA on behalf of CE, pursuant to which agreement such Subcontractor agrees to be bound by the same restrictions, terms, and conditions that apply to BA pursuant to this Agreement with respect to such PHI. BA shall also: (a) obtain reasonable assurances from the Subcontractor that the PHI will be held in confidence and used or further disclosed only as Required by Law or for the purpose for which it was disclosed; and (b) obligate such person to notify BA of any instance in which PHI is used or disclosed that is not provided for in the Service Agreement, including incidents that constitute breaches of unsecured PHI or any security incident of which it becomes aware in which the confidentiality of the PHI has been breached.

      2.4 Minimum Necessary. BA and its agents or Subcontractors shall request, use and disclose only the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure. To the extent BA uses or discloses PHI received from, created, or received by BA on behalf of CE, BA will make reasonable efforts to limit the PHI to the Minimum Necessary to accomplish the intended purpose of the use, disclosure or request.

      2.5 Access of Individuals to PHI

      • 2.5.1 BA shall make PHI maintained by BA or its agents or Subcontractors available to CE for inspection and copying within ten (10) business days of a written request by CE to enable CE to fulfill its obligations under the Privacy Rule. If BA maintains ePHI, BA shall provide such information in electronic format to enable CE to fulfill its obligations under 45 C.F.R. § 164.524.2.5.2 In the event an Individual or entity requests access to PHI from BA, BA shall forward such request to CE within five (5) business days. CE is responsible for determining what PHI shall be unavailable to the Individual pursuant to 45 C.F.R. § 164.524.

        2.5.3 Any denial of access to PHI determined by CE pursuant to 45 C.F.R. § 164.524, and conveyed to BA by CE, shall be the responsibility of CE, including resolution or reporting of all appeals, and/or complaints arising from denials.

      2.6 Amendment of PHI.

      • 2.6.1 BA does not maintain a Designated Record Set on behalf of CE. As applicable, in order to allow CE to respond to a request by an Individual for an amendment pursuant to 45 C.F.R. § 164.526, BA shall, within ten (10) business days of a written request by CE for PHI about an Individual contained in a Designated Record Set, make such PHI available to CE for so long as such information is maintained in the Designated Record Set.2.6.2 In the event that any Individual requests that the BA amend his/her PHI, BA shall forward such request to CE within five (5) business days. The CE is responsible for determining what PHI is unavailable to the Individual pursuant to 45 C.F.R. § 164.526.

        2.6.3 Any denial of an amendment to PHI determined by CE pursuant to 45 C.F.R. § 164.526, and conveyed to BA by CE, shall be the responsibility of CE, including resolution or reporting of all appeals and/or complaints arising from denials.

        2.6.4 As applicable, within fifteen (15) business days of receipt of a request from CE to amend an Individual’s PHI in a Designated Record Set, BA shall incorporate any amendments, statements of disagreement, and/or rebuttals approved by CE into its Designated Record Set, as required by 45 C.F.R. § 164.526.

      2.7 Accounting of Disclosures.

      • 2.7.1 BA does not maintain a Designated Record Set on behalf of CE. As applicable, in order to allow CE to respond to a request by an Individual for an accounting of disclosures of a Designated Record Set pursuant to 45 C.F.R. § 164.528, BA shall, within ten (10) business days of a CE’s written request for an accounting of disclosures of PHI about an Individual, make such information available to CE. As applicable, BA shall provide CE with the following information: (a) the date of the disclosure; (b) the name of the entity or person who received the PHI, and, if known, the address of such entity or person; (c) a brief description of the PHI disclosed; and (d) a brief statement of the purpose of such disclosure.2.7.2 In the event an Individual requests an accounting of disclosures of PHI directly from BA, BA shall forward such request to CE within five (5) business days.

        2.7.3 As applicable BA shall implement an appropriate recordkeeping process of Designated Records Sets to enable it to comply with the requirements of 45 C.F.R. § 164.528.

      2.8 Subpoena or Legal Request for PHI. BA shall notify CE within five (5) business days of receipt of any request, subpoena, or other legal process to obtain PHI received from, or created or received by BA on behalf of CE. The provisions of this Section 2.8 shall survive the termination of this Agreement.

      2.9 Reporting Breaches, Improper Disclosures, and Security Incidents.

      • 2.9.1 Breaches. In the event of a Breach of any Unsecured PHI that BA accesses, maintains, retains, modifies, records, stores, destroys, or otherwise holds or uses on behalf of CE, BA shall report such Breach to CE immediately, but in no event more than ten (10) days after discovering the breach.2.9.2 Improper Disclosures. BA shall report any unauthorized or improper use or disclosure of PHI regarding the terms and conditions of this Agreement or applicable federal and state laws to CE as soon as practicable, but in no event later than five (5) business days of the date on which BA becomes aware of such unauthorized or improper use or disclosure. BA shall, in consultation with CE, mitigate to the extent practicable any harmful effect of such improper disclosures.

        2.9.3 Security Incidents. BA shall report to CE any Security Incident of which it becomes aware within ten (10) business days.

      2.10 Safeguards. BA shall implement appropriate administrative, technical, and physical safeguards, consistent with the size and complexity of BA’s operations, to protect the confidentiality and security of PHI that it creates, receives, maintains, or transmits on behalf of CE and to prevent the use or disclosure of PHI in any manner inconsistent with the terms of this Agreement.

      2.11 Availability of Books and Records to CE. Within fifteen (15) calendar days of a written request by CE, BA and its agents or Subcontractors shall permit CE to audit BA’s internal practices, books, and records at reasonable times as they pertain to the use and disclosure of PHI received from, or created or received by BA on behalf of CE in order to ensure that CE and BA are in compliance with the requirements of this Agreement, and to the extent that CE determines such examination is necessary to comply with CE’s obligations pursuant to HIPAA. The availability of books and records from BA to CE is subject to the following conditions:

      1. BA and CE shall mutually agree in advance upon the scope, timing, and location of such an inspection.
      2. CE shall protect the confidentiality of all confidential and proprietary information of BA to which CE has access during the course of inspection.
      3. CE shall execute a nondisclosure agreement, under terms mutually agreed upon by the parties, if requested by BA.

      2.12 Governmental Access to Records. BA shall make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary for purposes of determining BA’s compliance with the Privacy Rule and the Security Rule. BA shall notify CE within fifteen (15) calendar days of learning that BA has become the subject of an audit, compliance review, or complaint investigation by the Secretary.

  3. OBLIGATIONS OF COVERED ENTITY
    • 3.1 General Obligations. CE warrants that CE, its directors, officers, subcontractors, employees, affiliated agents, and representatives: (a) shall comply with the Privacy Rule in its use or disclosure of PHI; (b) shall not use or disclose PHI in any manner that violates applicable federal and state laws; (c) shall not request BA to use or disclose PHI in any manner that violates applicable federal and state laws if such use or disclosure were done by CE; and (d) may request BA to disclose PHI directly to another party only for the purposes allowed by the Privacy Rule.3.2 Breach. CE shall provide notice to BA of any pattern of activity or practice of BA that CE believes constitutes a material breach or violation of the BA’s obligation under the Service Agreement or this Agreement within five (5) calendar days of discovery and shall meet with BA to discuss and attempt to resolve the problem as one of the reasonable steps to cure the breach or end the violation.

      3.3 Notice of Privacy Practices. CE will notify BA of any limitations in its notice of privacy practices in accordance with 45 C.F.R. § 164.520, to the extent that such limitation may affect BA’s use or disclosure of PHI. CE shall provide such notice no later than fifteen (15) days prior to the effective date of the limitation.

      3.4 Notification of Changes Regarding Individual Permission. CE shall notify BA of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect BA’s use or disclosure of PHI. CE shall provide such notice no later than fifteen (15) days prior to the effective date of the change.

      3.5 Notification of Restrictions to Use or Disclosure of PHI. CE shall notify BA of any restriction to the use or disclosure of PHI that CE has agreed to in accordance with 45 C.F.R. § 164.522, to the extent that such restriction may affect BA’s use or disclosure of PHI. CE shall provide such notice no later than fifteen (15) days prior to the effective date of the restriction.

      3.6 Permissible Requests by CE. CE shall not request BA to use or disclose PHI in any manner that would not be permissible under HIPAA if done by CE, except as permitted by Section 2 of this Agreement.

  4. TERM AND TERMINATION
    • 4.1 Term. This Agreement shall commence on the Commencement Date and shall continue, unless earlier terminated pursuant to the terms and conditions herein, until the expiration of the Service Agreement (the “Term”).4.2 Effect of Termination. Upon termination of the Service Agreement for any reason, BA shall return or destroy all PHI that BA or its agents or Subcontractors maintain in any form, and shall retain no copies of such PHI. If return or destruction is not feasible, as determined by BA, BA shall continue to extend the protections of Section 2 of this Agreement to such information, and limit further use of such PHI to those purposes that make the return or destruction of such PHI impractical. All destruction shall be in accordance with HIPAA, the HITECH Act, and applicable state law.
  5. Indemnification
    • 5.1 Indemnification. CE hereby agrees to indemnify and hold BA and its employees and agents harmless from and against any and all loss, liability, or damages, including reasonable attorneys’ fees, arising out of or in any manner occasioned by a breach of any provision of this Agreement by CE, its employees, agents, or Subcontractors.
  6. Miscellaneous
    • 6.1 Amendment. The parties agree to take such action to amend this Agreement from time to time as is necessary to comply with the requirements of HIPAA.6.2 Notices. Customer hereby agrees that any reports, notification, or other notice by BHCOE pursuant to this BAA may be made electronically or as otherwise contemplated by the Service Agreement. Customer shall provide contact information to info@bhcoe.org or as otherwise contemplated by the Service Agreement and shall ensure that Customer’s contact information remains up to date during the term of this BAA. Contact information must include name of individual(s) to be contacted, title of individuals(s) to be contacted, e-mail address of individual(s) to be contacted, name of Customer organization, and, if available, either contract number or subscriber identification number.

      6.3 Disclaimer. BA makes no warranty or representation that compliance by BA with this Agreement, HIPAA, or the HITECH Act will be adequate or satisfactory for CE’s own purposes. CE is solely responsible for all decisions made by CE regarding the safeguarding of PHI.

      6.4 No Third-Party Beneficiaries. Except as expressly provided for in the Privacy Rule, there are no third party beneficiaries to this Agreement.

      6.5 Effect on Service Agreement. Except as specifically required to implement the purposes of this Agreement, or to the extent inconsistent with this Agreement, all other terms of the Service Agreement shall remain in force and effect.

      6.6 Interpretation. The provisions of this Agreement shall prevail over any provisions in the Service Agreement that may conflict with or are inconsistent with any provision in this Agreement. This Agreement and the Service Agreement shall be interpreted as broadly as necessary to implement and comply with HIPAA and the HITECH Act. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with HIPAA and the HITECH Act.

      6.7 Conflicting Terms. In the event any terms of this Agreement conflict with any terms of the Service Agreement, the terms of this Agreement shall govern and control.

      6.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

      6.9 Service Agreement. This BAA is part of the Service Agreement as described in the BHCOE Terms of Service located on our Terms & Conditions page.

Description of Services & Conditions for Accreditation
  1. Purpose: BHCOE will evaluate the structure, processes and outcomes of services provided by the organization as of the initiation date in order to provide a decision regarding Accreditation. The objectives of the BHCOE Accreditation evaluation are the assessment of whether your organization’s practices conform, in all material respects, with industry best practices and to grant professional guidance and assurance that the organization has clearly demonstrated that has developed a practice in accordance with BHCOE Accreditation standards.
  2. Standards: The standards against which the organization’s practices will be evaluated, the Standards of Excellence, are dependent on the Accreditation type being sought and have been provided to you via BHCOE website at bhcoe.org/standards.
    1. Full Accreditation is directed by the BHCOE Standards of Excellence for Applied Behavior Analysis Services
    2. Telehealth Accreditation is directed by the BHCOE Standards of Excellence for Applied Behavior Analysis Telehealth Services.
    3. Training Site Accreditation is directed by the BHCOE Standards of Excellence for Applied Behavior Analysis Training Sites
    4. School Accreditation is directed by the BHCOE Standards of Excellence for Applied Behavior Analysis School Services

    By agreeing to these terms and conditions, you acknowledge that you have read and are familiar with the Standards of Excellence for the BHCOE Accreditation(s) outlined in this section.

  3. Procedures: The evaluation will be conducted in accordance with generally accepted accreditation standards and will include a multi-modal approach to garner information about your organization’s administrative, training, and clinical practices and other procedures that we consider necessary to form the basis of such a determination.
  4. Evaluation Requirements: The evaluation includes examining evidence supporting the practices occurring in your business. Consequently, the evaluation will involve judgment about the quality of those practices. Evidence used to evaluate your practices against the Standards of Excellence may include leadership staff interviews, employee interviews, patient interviews, document review, direct observation of clinical practices and survey results.
    In order for us to complete our clinical evaluation services, and to do so efficiently, we may require access to the following documents and individuals within your organization:
    • Interview with Clinical Director, Executive Director, or other organization leadership team members
    • Interview with supervisory and direct care clinical staff
    • Interview with behavior analyst trainees
    • Interview with service recipients and/or their parents/guardians
    • All patient names or unique identifiers, email addresses, and additional information
    • All employee names, email addresses and additional information
    • Access to the organization’s administrative documents (e.g., Employee Handbook, Patient Services Agreement, etc.)
    • Select service recipient treatment documents (e.g., assessment reports, treatment reports, progress reports, treatment protocols)
    • Service recipient standardized assessment data
    • Select trainee work products (e.g., treatment plans, assessment reports)
    • Recorded or live examples of treatment delivery
    • Recorded or live examples of trainee service implementation and feedback sessions with the trainee’s experience supervisor
    • School accreditation requires on-site observation

    Additional details related to the evaluation process may be found in the BHCOE Accreditation Manual.

  5. Mandated Reporting: BHCOE will follow all mandated reporter laws. All BHCOE employees are required to make a report of suspected abuse to the appropriate authorities when they have reasonable cause to suspect that a child or vulnerable adult is a victim of abuse, neglect, or exploitation.
  6. Limitations: Since the evaluation is designed to provide reasonable, but not absolute, assurance and because we will not perform a detailed examination of all practices, there is a risk that errors may exist and will not be detected by us. In addition, the evaluation is not designed to detect immaterial errors, fraud, or other illegal acts. Our engagement cannot, therefore, be relied upon to disclose any such errors, fraud, or other illegal acts that may exist, nor can any feedback we give be construed as legal advice. However, we will inform you of any material errors that come to our attention. Our responsibility as clinical evaluators is limited to the period covered by our evaluation and does not extend to any later periods during which we are not engaged as clinical evaluators. If there is a current ongoing legal investigation, we reserve the right to suspend our evaluation until the courts have made a final determination which would either absolve or find concerns under our purview.
  7. Evaluation Timeline: The organization will have 6 months to complete the Accreditation evaluation.
  8. Responsiveness and Rescheduling: If the organization is non-responsive to communication from BHCOE for a period of more than one (1) month, the application may be considered abandoned, and the organization will need to restart the process at a later date. Leadership interviews that are rescheduled by your organization within 4 weeks of the scheduled date will result in an $800 rescheduling fee.
  9. Report: BHCOE will prepare an evaluation report for the year in which the evaluation(s) was conducted. This engagement pertains only to the year of engagement, and our responsibilities do not include preparation of any other clinical evaluation reports.
  10. Accreditation Criteria: The criteria for earning each accreditation are dependent on the type of accreditation being sought and are detailed in the Accreditation Manual. Generally, in order to earn accreditation, the organization must demonstrate compliance with Must Pass Standards during the evaluation and meet the passing score for the accreditation being sought. Additionally, organizations must earn or hold a Full Accreditation in order to earn Training Site Accreditation (when it is sought in conjunction with Full Accreditation) and/or Telehealth Accreditation.
    1. Must Pass standards are as follows:
      • Full Accreditation Must Pass Standards: A.01, A.02, A.03, A.04, A.06, A.07, A.08, D.18, F.01, F.02, F.06 and F.11
      • Training Site Accreditation Must Pass Standards: A.01, A.04, A.06, A.07, D.18, F.01, F.02, F.06, L.01, L.03, L.04, L.06, M.04, N.02
      • Telehealth Accreditation: O.02
      • School Accreditation Must Pass Standards: 1.01, 1.02, 1.04, 2.10, 3.01, 4.01, 5.03, 6.10, 6.11
    2. Passing Scores are as follows:
      • Full Accreditation Passing Score: 80%
      • Telehealth Accreditation Passing Score: 80%
      • Training Site Accreditation Passing Score: 80%
      • School Accreditation Passing Score: 80%

    Additional details related to scoring decisions may be found in the BHCOE Accreditation Manual.

  11. Non-Accreditation Decisions: Non-accreditation may be granted if an organization fails to meet the Must Pass standards, has extensive areas of improvement in numerous areas of the Standards of Excellence or there are questions about the benefit of services or welfare of those served or employed by the organization. The organization may also be granted non-accreditation if it has failed to bring itself to significant conformance to the Standards of Excellence or the organization has falsified documentation or information provided to BHCOE. Organizations who discontinue the process prior to completion may be granted a non-accreditation decision.
    If BHCOE concludes that your organization’s practices deem it unqualified for BHCOE Accreditation, we will discuss the reasons for such a determination with you in advance of the final accreditation decision.
  12. Accreditation Cycle: Full, Telehealth, Training Site, and School Accreditations are valid for a period of 2 years from the date the accreditation is granted. These accredited organization will be required to complete an annual conformance assessment near the 1-year anniversary of the accreditation decision.
  13. Data Registry: By participating in the BHCOE accreditation process, your organization agrees to participate in BHCOE’s data registries, including the National Autism Data Registry, which provides de-identified aggregation of data to assist BHCOE in creating or norming its measures against an industry standard, providing industry-wide benchmarks, conducting scholarly research, and additional endeavors which further advance BHCOE’s core mission of promoting safe, effective, equitable, high-quality behavioral healthcare.
  14. Document Retention: It is our policy to retain engagement documentation for a period of seven years after the end of a service relationship between BHCOE and the organization. Video examples of service delivery are retained for a period of no longer than 2 years from the completion of the evaluation for which the videos were submitted. After the retention time has passed, we will commence the process of destroying the contents of our engagement files pursuant to our standard policy and procedure. To the extent we accumulate any of your original records during the engagement, those documents will be returned to you promptly upon completion of the engagement, and you will provide us with a receipt for the return of such records.
  15. Non-Transferrable: Accreditation is non-transferable. Accredited organization who undergo a merger or acquisition must report the change to BHCOE using the Notice of Change form, available at www.bhcoe.org.
  16. Maintaining Current Records with BHCOE: Accredited organizations are required to maintain current contact information and records with BHCOE. Accredited organizations must submit a Notice of Change to BHCOE within 30 days after completion of any material changes. This includes, but is not limited to, change in control, change of corporate name, change of primary address, and any claim, proceeding, or investigation by a government or regulatory entity which, if adversely determined, would result in an adverse material effect to your business.
  17. BHCOE Badge and Logo Use Guidelines: The outcome of this evaluation may result in granting your organization BHCOE Accreditation. Receiving the BHCOE Accreditation requires that your post the BHCOE Badge on your website which displays the year and type of accreditation received and the BHCOE decal in a visible location at all clinic and office locations. The BHCOE badge may also be used on other marketing material. By signing this agreement, you agree to abide by the BHCOE Logo & Badge Usage Guidelines (Guidelines) available at www.bhcoe.org.
  18. Compliance Complaint Process: BHCOE has established a compliance disciplinary review and appeal process for matters of alleged noncompliance. If after earning any Accreditation, an allegation is lodged that you violated the Logo & Badge Guidelines, the Standards of Excellence, and/or the terms of this engagement letter you will be notified by the BHCOE Compliance Department. As a requirement of continued Accreditation, you are required to respond to all requests from the Compliance Department and cooperate with our compliance complaint procedures in a timely manner. Once the compliance process is completed, you will be notified of the final determination. If it has been determined that a violation occurred, you may be provided a plan of action to reestablish compliance unless suspension or revocation of your Accreditation is deemed necessary. If you do not remedy any non-compliance through implementation of the plan of action in a timely manner, then your Accreditation may be suspended or revoked by BHCOE.
  19. Use of BHCOE Issued Materials: All accreditation related material (e.g., reports, resources, data summaries) provided by BHCOE are for the sole purpose of communicating your accreditation status, areas for improvement, or compliance concerns. These reports and written communications are intended for the organization only and may not be publicly reproduced, in part of whole, for any reason.
Conditions for International Organizations seeking BHCOE Accreditation

In addition to the Terms and Conditions outlined at bhcoe.org/legal, organizations outside the US seeking BHCOE accreditation are subject to the following terms and conditions:

  1. Adherence to the Standards of Excellence will be evaluated within the context of local customs, practices, resources, and laws and modifications to requirements may be made where necessary at the sole discretion of BHCOE.
  2. Under certain conditions (for example, but not limited to, technological barriers, local regulations, treatment arrangements) BHCOE, at its discretion, may require on-site visits in lieu of electronic observations. If on-site visits are required, the organization agrees to pay travel costs in the amount of $1500 USD per travel day, with a minimum 2-day visit per site/location.
  3. In the event that on-site visits are required, BHCOE staff will adhere to all travel advisory requirements and recommendations in effect at the time of the scheduled travel.
  4. In the event that on-site visits are required, BHCOE requests that the organization provide information on any cultural norms that should be respected during the visits.
  5. Evaluations are conducted in English and the organization is responsible for providing translation services if necessary. Documents may be provided in languages other than English as they may be translated electronically; however, if questions remain, the organization will be required to provide translation.
Description of Services & Conditions for Preferred Partners

BHCOE Terms of Partnership

This agreement serves to outline the mutually beneficial Partnership Agreement (“Agreement”) between BHCOE and you, a Preferred Partner (“Partner”). Partner is listed as a Preferred Partner of BHCOE who can refer potential BHCOE customers (“Leads) to BHCOE, and to which BHCOE can refer potential customers to Partner.

By executing a Partnership Agreement (“Agreement”) or executing any of the Agreement, you agree to be bound by these Terms.

If you are entering the Agreement on behalf of an organization, you are agreeing to these Terms for that organization and promising to BHCOE that you have the authority to bind that organization to these Terms (in which event, the terms "Partner", "you" and "your" will refer to that organization). Partner may engage in the agreement only in compliance with these Terms. You agree to these Terms only if you have the power to form a contract with BHCOE and are not barred under any applicable laws from doing so. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT ENTER THE AGREEMENT. Should you have any questions concerning these Terms, please contact us at info@bhcoe.org.

  1. Duties of Preferred Partner.
    1. Partner will list their product as an affiliate product and refer and forward leads to BHCOE who are interested in learning more about BHCOE.
    2. Partner will provide and honor a mutually agreed upon discount to BHCOE customers as a benefit of being BHCOE Accredited.
    3. Partner will list any restrictions to the agreed upon discount when entering the Agreement and agrees to honor the discount accordingly.
    4. Preferred Partner will provide BHCOE with their logo for publication on the BHCOE website.
  2. Duties of BHCOE.
    1. BHCOE will list Partner as a preferred partner on their website.
    2. BHCOE will highlight Partner to newly accredited providers.
    3. BHCOE will provide benefits to the Partner in alignment with the signed Partner Agreement
  3. Term and Termination.
    1. The Partnership Agreement shall be automatically renewed annually unless terminated or replaced by either party in writing. The term of the Agreement shall continue in full force and effect unless otherwise terminated by either party upon thirty (30) days written notice to the other party. The date of termination (“Termination Date”) shall be effective thirty (30) days from receipt of such notice by the other party.
    2. Upon termination of this Agreement for any reason, the rights and obligations of the parties under this Agreement will terminate immediately; provided that the applicable portions of the Partnership Agreement will survive such termination pursuant to their respective terms as will any cause of action or claim of either party, whether in law or at equity, accrued or to accrue because of any breach or default.
  4. Confidentiality.
    1. Partner hereby acknowledges and agrees to the following regarding Confidential Information:
      1. It is understood that BHCOE may receive proprietary and confidential information in conjunction with executing the Agreement herein. BHCOE agrees that BHCOE will not divulge confidential information pertaining to the services of Partner nor that of prospective or existing clients to any third party during the term of this Agreement and for a period of three (3) years from the date of termination of this Agreement,
      2. That information provided to Partner regarding BHCOE financials, operations or performance has actual or potential economic value which is unique to the Company by virtue of the fact that it is not generally known to the public or to other individuals or business entities who could profit by its disclosure or use and that it is not readily available through any source other than the BHCOE,
      3. That it is the policy and practice of Partner to keep the Confidential Information secret and confidential,
      4. That all Confidential Information shall be presumed conclusively to be the sole and exclusive property of the BHCOE,
      5. Partner shall promptly advise the BHCOE of any knowledge that Partner may have of any unauthorized release or use of the Confidential Information and take reasonable measures to prevent unauthorized individuals or business entities from having access to, obtaining or being furnished with any Confidential Information.
    2. Confidential Information of BHCOE shall include, without limitation:
      1. BHCOE’s agreements, actual and prospective accounts, suppliers, consultants, clients, marketing and advertising strategies disclosed to Partner and/or plans, intellectual property, trade secrets, lists, profiles, and requirements as well as other documentation and material;
      2. All information disclosed by BHCOE or employees of BHCOE to Partner during BHCOE’s business relationship with Partner;
      3. All information developed or learned by Partner during the course of BHCOE’s business relationship with the Partner;
      4. All information that has or could have commercial value or other utility to BHCOE in connection with the BHCOE’s business; and
      5. Any and all legal and financial information of which the unauthorized disclosure could be detrimental to the interests of BHCOE whether such information is identified as Confidential Information by BHCOE, no matter the form in which such information shall appear.
    3. Confidential Information shall not include information which:
      1. Is or becomes available to the public through no violation of this Agreement.
      2. Was previously known to or is independently developed by Partner.
      3. Is received by Partner from a third party having a right to make such disclosure.
  5. Representations & Warranties
    1. Joint Representations and Warranties
      1. Each party represents and warrants to the other party that it is duly organized and validly existing and in good standing under the laws of the state of its organization as set forth above.  Each party further represents and warrants that it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder and that this Agreement is a legal and valid obligation binding upon such party and is enforceable in accordance with the terms herein.
    2. Partner’s Representations and Warranties
      1. Partner hereby represents and warrants:
        1. that Partner is the exclusive owner of all right, title, and interest in the Partner services and has full power to enter into this Agreement and make the grants hereof;
        2. that the Partner services do not invade any right of privacy nor infringe upon any trademark, right of publicity, statutory or common law copyright, or any other right of any third party; and that all procedures, formulae, and/or instructions contained in the Partner services, or referenced by the Partner services, are accurate and complete and will not cause any harm or injury of any kind to any user of such procedures, formulae, and/or instructions;
        3. and, unless otherwise explicitly provided herein, that any resemblance of any characters in the Partner’s materials to actual persons, whether such actual persons are living or dead, is unintentional and purely coincidental, and to the extent that characters in the Partner materials intentionally resemble actual persons, whether such actual persons are living or dead, Partner has lawfully obtained a valid written release from such actual person(s), or their heirs, as applicable.
        4. On BHCOE’ request, Partner shall furnish to BHCOE documentation establishing that Partner is the exclusive owner of all right, title, and interest in and to Partner materials.
    3. Disclaimer of Warranties.
      1. The BHCOE intellectual property is provided on an ‘as is as available’ basis. BHCOE, its customers, data center and suppliers expressly disclaim to the maximum extent permitted by law, all warranties, expressed or implied, oral or written, including, without limitation,
        1. any warranty that the partner ecommerce site is error- free, accurate or reliable or will operate without interruption or that all errors will be corrected or will comply with any law, rule or regulation,
        2. any and all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement and
        3. any and all implied warranties arising from statute, course of dealing, course of performance or usage of trade.
      2. No advice, statement or information given by BHCOE, its affiliates, contractors or employees shall create or change any warranty provided herein.
  6. Liabilities
    1. In no event will either party be liable to the other party under any contract, negligence, strict liability or other legal or equitable theory for any consequential, incidental, indirect or special damages whatsoever (including, but not limited to, damages for loss of business profits, business interruption, loss of business information and the like), whether foreseeable or unforeseeable, regardless of the basis of the claim and even if the party or a party representative has been advised of the possibility of such damage.
Description of Services & Conditions for NADR Participation

Your facility has indicated its interest in participating in the National Autism Data Registry (NADR). This registry is comprised of a group of databases, each collecting different but specific data and “housed” under the umbrella of the NADR. Participation in all of the databases is not required. If your facility elects to participate in any of the databases, it is required that a representative of your facility who has the legal authority to execute this Agreement on behalf of the facility, reviews and accepts this Participation Agreement, which details the obligations of the NADR and the obligations of your facility as they relate to the operations of the NADR.

Participation in several of the individual databases involves the submission of patient data; the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and related regulations require that providers (“Covered Entities,” as that term is defined under HIPAA) have in place an agreement with any Business Associate if the parties in their business dealings exchange Protected Health Information (PHI), as that term is defined under HIPAA regulations. Under the regulations, submission of PHI (patient data) by your facility (Covered Entity) to the NADR  (Business Associate) would require the execution of a business associate agreement, which can be found at https://www.bhcoe.org/legal/ (BAA).

This BAA ensures that the Business Associate will appropriately safeguard any PHI received from the Covered Entity. With this BAA in place, the exchange of information between the Covered Entity and the Business Associate will meet certain HIPAA requirements without disruption of the business arrangement.

In order to facilitate the submission of your data to the NADR, BHCOE has developed a Participation Agreement for your use. The Participation Agreement must be signed online before your facility can enter data to NADR. This Participation Agreement applies to all facilities under this Corporate Account.

NADR PARTICIPATION AGREEMENT BY AND BETWEEN BHCOE AND PARTICIPANT.

This NADR Participation Agreement (Agreement) is made between BHCOE and your organization (“Participant”). BHCOE and Participant shall be referred to herein collectively as the “Parties” and individually as a “Party.”

Whereas, BHCOE has developed the National Autism Data Registry (NADR), to collect and report on standardized national data related to autism, applied behavior analysis therapy, diagnosis and treatment with the purpose of improving the quality of patient care; 

Whereas, the NADR permits comparisons of participant data with national or regional summary data to aid participants in their efforts to improve patient care and to contribute to BHCOE’s research efforts to enhance quality improvement in autism treatment;

Whereas, for purposes of this Agreement, Participant may be defined as a corporate entity or organization with a single discrete geographic location; or a corporate entity or organization with multiple geographic locations; or a number of corporate entities or organizations grouped together for the purpose of creating an alliance.

Persons executing an agreement on behalf of a Participant must have the appropriate authority to do so.

Whereas, Participant desires to participate in the NADR to contribute to the overall quality of patient care through quality assurance and improved peer review; Whereas, the Parties understand that BHCOE’s provision of benchmarking, data aggregation and related services to Participant qualifies BHCOE as a “Business Associate” with respect to Participant pursuant to the Health Insurance Portability and Accountability Act of 1996) and its implementing regulations (45 C.F.R. Parts 160, 162 and 164, as amended) (HIPAA);

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

Participant hereby agrees to participate in the NADR and BHCOE hereby agrees to permit Participant to participate in the NADR as provided herein.

  1. Participant Responsibilities
    Following execution of the Participation Agreement, Participant agrees to furnish clinical data in a manner consistent with the requirements of each database in which Participant participates (Applicable Database). For each Applicable Database, Participant shall provide data for all eligible patients and clinicians to BHCOE for purposes of the NADR by securely transmitting the data as prescribed by the specific database. These data will be entered into the NADR.
    1. Upon request by BHCOE, Participant will furnish to BHCOE, in a form satisfactory to BHCOE in its sole, reasonable discretion, that all eligible patients’ records have been submitted, based upon case volume counts or similar data from Participant’s admission/registration, electronic medical record or electronic health record, billing, and/or hospital-based information system.
    2. Participant’s data submission will be performed per specifications posted on the website.
    3. Participant will designate a Corporate Account Administrator who will serve as the primary point of contact for participation in any of the NADR databases and will supervise the data collection, confirm the accuracy of the data, receive the confidential reports and act as direct liaison with BHCOE. If BHCOE determines that any Corporate Account Administrator is consistently failing to report data as specified in Section 1b above, Participant will identify an alternate individual to serve in that capacity.
    4. Participant agrees that its submitted data may be audited for accuracy and completeness by or on behalf of BHCOE. If BHCOE requests an audit, Participant agrees to provide corroborating evidence of the accuracy of submitted data in the form of additional supporting documentation. To the extent medical records are needed to conduct an audit, BHCOE will request and Participant will provide only the minimum necessary portions of the record required for the audit. BHCOE will notify Participant within ninety days (90) days of the completion of the audit process (completion and return of data from the auditor) of the results of the audit. Participant agrees that if an audit process or the application of threshold criteria finds that the data does not conform to BHCOE standards, as a condition of continued participation in the NADR, Participant shall submit within forty-five (45) days of notice of the audit an action plan, in a form acceptable to BHCOE, in its reasonable discretion, to correct such data issues. Furthermore, the non-conforming data submitted by Participant will be withheld from the NADR database for national reporting purposes, until such data is brought up to standard and re-submitted to BHCOE by Participant. Moreover, during any such correction period, while Participant may receive information comparing its data to general data from NADR, BHCOE makes no representation or warranty concerning their liability of any such comparison or the conclusions Participant may draw from it.
    5. Participant and BHCOE shall maintain appropriate procedures to safeguard data confidentiality in compliance with applicable law. Participant will be solely responsible for any and all of its acts or omissions regarding the privacy and security of the data it furnishes hereunder. Upon the completion of the data transfer into NADR, BHCOE will be solely responsible for any and all of its acts or omissions regarding the privacy and security of the data maintained in NADR. Participant and BHCOE shall maintain appropriate liability insurance for their acts and omissions, respectively, under this paragraph.
    6. f. Participant will promptly deactivate the NADR user account of any staff member who is no longer employed by the Participant or any staff member whose responsibilities no longer require access to the NADR. Participant is responsible for the actions of any former staff member who accesses the NADR account prior to his or her account being deactivated by Participant or any current staff member who, without proper authority, accesses the NADR account, or who provides unauthorized access to the account by any other person.
    7. g. Participant represents and warrants that it has obtained any consent, authorization, or release as may be required for any data it submits to BHCOE for use in NADR, including from Participant’s patients and/or clients. Participant will immediately cease submission of data upon termination of the Participation Agreement.
  2. BHCOE Responsibilities 
    1. a. BHCOE agrees to accept Participant’s clinical data, subject to review by BHCOE, except where the submitted data does not conform to this Agreement including without limitation the data quality standards established by the NADR as updated from time to time by BHCOE. In such cases, BHCOE reserves the right to either reject the data submission in its entirety, or to limit the use of such data, if it does not meet BHCOE’s required standards, both with respect to new data and as set forth in Section 1d.
    2. b. BHCOE agrees to generate institutional reports for NADR based on Participant’s submitted data and make reports available to Participant through the NADR website. Reports include aggregated demographic, general procedural information and patient outcomes as appropriate in a form made available by BHCOE to Participant and as updated by BHCOE from time to time.
    3. BHCOE agrees to produce and periodically review, and as BHCOE deems appropriate, revise the data elements, definitions and formats used by NADR. Participant will be notified of any such revisions.
    4. BHCOE will provide a self-training document to guide Participant’s data collection activities. BHCOE will analyze Participant’s submitted data records by means of electronic data checks, consistency checks and range checks to review data accuracy and completeness. All reasonable efforts will be made by BHCOE to communicate with Participant’s Corporate Account and/or Facility Administrator to assist Participant in submitting its data.
    5. BHCOE will accept unique patient identifiers and unique clinician identifiers for each record submitted to the NADR by Participant.
    6. Participant hereby acknowledges and agrees that: (i) under no circumstances shall BHCOE be responsible for any clinical services or any other medical matters; (ii) BHCOE does not and will not influence or attempt to influence Participant, or any medical professional in the exercise of his, her, or its professional medical judgment or otherwise supervise, monitor, or exercise any control over any clinical decision making, procedures, practices or operations of any medical professional; (iii) BHCOE shall not directly communicate with any medical professionals concerning the provision of any clinical services; and (iv) Participant shall not in any manner whatsoever solicit the opinion or judgment of BHCOE in respect of any clinical services or otherwise involve BHCOE in the operation, supervision or provision thereof.BHCOE will provide a self-training document to guide Participant’s data collection activities. BHCOE will analyze Participant’s submitted data records by means of electronic data checks, consistency checks and range checks to review data accuracy and completeness. All reasonable efforts will be made by BHCOE to communicate with Participant’s Corporate Account and/or Facility Administrator to assist Participant in submitting its data.
  3. Privacy Laws and Security
    1. a. The Parties agree to abide by all federal, state and local laws pertaining to confidentiality and disclosure with regard to all information or records obtained and reviewed hereunder. BHCOE acknowledges that it is a “Business Associate” as defined and referred to under HIPAA. Accordingly, BHCOE shall comply with the requirements under HIPAA and the HITECH Act for Business Associates as set forth in the BAA.
    2. BHCOE will maintain its security policies, procedures, and safeguards to protect Participant data as provided in the BAA. If BHCOE determines that a breach of security has occurred, BHCOE will notify Participant in accordance with the provisions of the BAA. BHCOE will be responsible for its acts and omissions regarding the privacy and security of the data it maintains under this Agreement, including the data maintained in NADR.
  4. Use of Names and Logos
    1. Without the express prior written consent of BHCOE, Participant shall not make any announcements concerning the matters set forth in this Agreement, use the word or symbol, BHCOE or NADR or any trademarks or service marks of BHCOE or make any reference to BHCOE in any advertising or promotional material, letterhead, symbol or logo, or other communication that is not strictly internal to Participant, or in any other manner, including, without limitation, press releases or lists.
    2. Without the express prior written consent of Participant, BHCOE shall not use Participant’s logos, trademarks or service marks of Participant. BHCOE may use participant logo on NADR website after receiving written confirmation directly from the Corporate Account Administrator.
    3. Participants may use the “NADR Participant” badge if they are actively NADR participants as indicated by a signed participation agreement and active submission of data.
  5. Data and Copyright Ownership
    1. a. The data for individual patients submitted by Participant shall be the exclusive property of Participant, subject to the rights, if any, of Participant’s patients’ PHI, and subject to the rights granted to BHCOE in this Agreement and the BAA. Participant hereby agrees the return of that information is not feasible as it has been integrated into NADR and that the information is subject to the protections under the BAA. Participant grants to BHCOE a perpetual, enterprise-wide, royalty-free license, that is worldwide and in all forms and all media (including derivative works), to use the data of individual patients submitted by Participant in such manner that is consistent with this Agreement, the BAA and all applicable laws and regulations. To the extent BHCOE develops de-identified or similar data that are not PHI from the data submitted by Participant for individual patients, BHCOE shall exclusively own such data and any derivative works from it, as Intellectual Property Rights owned by BHCOE and may use such data and derivative works in publication and quality improvement research. BHCOE expressly agrees that such data exclude any and all PHI received from Participant, and any information that identifies Participant.
    2. All Intellectual Property Rights and title to all proprietary information in and rights to any software, database, any data submitted and accepted by BHCOE for use in the NADR, aggregate data and the compilation of the same with any other data received in connection with the NADR and any derivative works using the registry including, without limitation, any reports, calculations and models based thereon and de-identified data as described in Section 5a, including without limitation all copyrights, patent rights, trademarks, trade secret rights, and any other rights and interest in any of the foregoing shall be and remain at all times and for all purposes with BHCOE. For purposes of this Agreement, “Intellectual Property Rights” means all, or any intermediate version or portion, of any formulas, processes, outlines, algorithms, ideas, inventions, knowhow, techniques, intangible, proprietary and industrial property rights and all intangible and derivative works thereof, including without limitation any and all now known or hereafter existing, in and to (i) trademarks, trade name, service marks, slogans, domain names, uniform resource locators or logos; (ii) copyrights, moral rights, and other rights in works of authorship, including, but not limited to, compilations of data, (iii) patents and patent applications, patentable ideas, inventions and innovations; (iv)know-how and trade secrets; and (v) registrations, applications, renewals, extensions, continuations, divisions or reissues of the foregoing. To the extent permitted by HIPAA, BHCOE reserves the right to use Participant’s De-identified Data or PHI or create a Limited Data Set in electronic or other format to support ongoing improvements and enhancements to the NADR. Once Participant data are accepted by BHCOE into the NADR for analysis and reporting, these data become part of the NADR aggregate data and they cannot be retracted from the NADR by Participant. To the extent any of the aggregated data is PHI, the protections under the BAA shall apply to such data. Information to which BHCOE has access or ownership under this Section 5 shall not be considered Confidential Information to be returned to Participant under Section 8.
    3. If Participant desires to publish or otherwise distribute or use, in whole or in part, any aggregate data or reports provided by BHCOE or produced in connection with or derived from the NADR, with the exception of strictly internal use within Participant as defined above, Participant must first obtain the prior express written consent of BHCOE, not to be unreasonably withheld. To the extent Participant is permitted to publish aggregate data, such aggregate data and any related information published in connection with it must be reviewed and approved by BHCOE prior to publication.
  6. Participant agrees to pay all invoiced balances for participation. Except as set forth in Section 7, all fees are non-refundable.
  7. This Agreement shall be effective the date of signing the participation agreement, then renew automatically for an additional one (1) year terms unless Participant provides BHCOE with ninety (90) days advance written notice of its desire to terminate this Agreement in its entirety or to withdraw from participation in any of the databases. Participant shall have at least one hundred twenty (120) days advance written notice prior to any fee increase. In the event BHCOE terminates this Agreement without cause, BHCOE will refund to Participant a prorated portion of any prepaid fees for the remainder of the Term.
    1. Either Party may terminate this Agreement without cause by providing the other with at least ninety (90) days written notice.
    2. b. BHCOE reserves the right to immediately terminate this Agreement and Participant’s participation in the NADR if it determines that the preceding year of Participant’s data are noncompliant with NADR standards or otherwise unacceptable for inclusion in NADR national reporting data. BHCOE may, in its sole discretion, provide Participant with the opportunity to cure the inadequate data as stated in Section 1d without affecting BHCOE’s rights to terminate this Agreement under this Section or otherwise.
    3. Upon termination of this Agreement Participant agrees that it shall not use NADR software or the NADR dataset for collecting and reporting data or any other purpose without BHCOE’s express written consent, except as necessary to wind down Participant’s participation in NADR.
  8. Confidentiality
    1. For the purposes of this Agreement, “Confidential Information” means any software, material, data or business, financial, operational, customer, vendor and other information disclosed by one Party to the other and not generally known by or disclosed to the public or known to the receiving Party solely by reason of the negotiation or performance of this Agreement, and shall include, without limitation, the terms of this Agreement. Each Party shall maintain all of the other Party’s Confidential Information in strict confidence and will protect such information with the same degree of care that such Party exercises with its own Confidential Information, but in no event with less than a reasonable degree of care. Except as provided in this Agreement, a Party shall not use or disclose any Confidential Information of the other Party in any manner without the express prior written consent of such Party. Access to and use of any Confidential Information shall be restricted to those employees and persons within a Party’s organization with known discretion and with a need to use the information to perform such Party’s obligations under this Agreement or for purposes of a Party’s administration or management, as necessary. A Party’s consultants, subcontractors and business partners shall be included within the meaning of “persons within a Party’s organization,” provided that such consultants, subcontractors and business partners have executed a non-disclosure, confidentiality agreement or Business Associate Agreement (as applicable) with provisions no less stringent than those applicable to such Party under this Agreement, and such Party shall make such signed agreements available to the other Party upon request. Notwithstanding anything herein to the contrary, Confidential Information shall not include information that is: (a) already known to or otherwise in the possession of a Party at the time of receipt from the other Party and that was not known or received as the result of violation of any obligation of confidentiality; (b) publicly available or otherwise in the public domain prior to disclosure by a Party; (c) rightfully obtained by a Party from any third party having a right to disclose such information without restriction and without breach of any confidentiality obligation by such third party; (d) developed by a Party independent of any disclosure hereunder, as evidenced by detailed written records made in the normal course of Participant’s business during the development process; (e) disclosed pursuant to the requirements of law, or; (f) disclosed pursuant to the order of a court or administrative body of competent jurisdiction or a government agency, provided that the Party receiving such order shall, if permitted by law, notify the other prior to such disclosure and shall cooperate with the other Party in the event such Party elects to legally contest, request confidential treatment, or otherwise avoid such disclosure.
    2. Except as otherwise provided herein, all of a Party’s Confidential Information disclosed to the other Party, and all copies thereof, shall be and remain the property of the disclosing Party. All such Confidential Information and any and all copies and reproductions thereof shall, upon the expiration or termination of this Agreement for any reason, or within fifteen (15) days of written request by the disclosing Party, be promptly returned to it, or destroyed, at the disclosing Party’s direction. In the event of such requested destruction, the Party receiving such request shall provide to the other Party written certification of compliance therewith within fifteen (15) days of such written request. Notwithstanding the provisions of this Section 8, any information governed by Sections 5a or 5b or the provisions of the BAA shall be governed, respectively, by those Sections of this Agreement, as applicable.
  9. Indemnification
    1. BHCOE will indemnify, defend, and hold Participant and its employees, officers, directors, agents, contractors and business partners (collectively the “Participant Indemnities”) harmless from any third party claim, demand, cause of action, lawsuit or proceeding brought against Participant based upon 1) any gross negligence or willful misconduct on the part of BHCOE; 2) any errors or inaccuracies contained in the data as created or derived by BHCOE; 3) any claim that is based, in whole or in part, on a breach of any warranty, representation or covenant made by BHCOE under this Agreement, including but not limited to any third party lawsuit or proceeding brought against Participant or any of the Participant Indemnities based upon a claim that any data created or derived by BHCOE infringe any third party rights. Such indemnification shall include: (1) all reasonable attorneys’ fees and costs associated with defense of such claim; (2) all damages and costs finally awarded; and (3) the full cost of any settlement entered into by BHCOE. Such indemnification obligation is contingent on Participant (i) notifying BHCOE of any such claim within thirty (30) days of Participant’s notice of such claim; provided, however, a failure to give prompt notice of a claim shall not relieve BHCOE of any of its obligations hereunder except to the extent that BHCOE is actually prejudiced by such failure, (ii) providing BHCOE with reasonable information, assistance and cooperation in defending the lawsuit or proceeding (to the extent requested by BHCOE), and (iii) giving BHCOE full control and sole authority over the defense and settlement of such claim. BHCOE will not enter into any settlement or compromise of any such claim without Participant’s prior consent, which shall not be unreasonably withheld.
    2. In addition to the provisions of Section 9a, BHCOE shall reimburse, indemnify and hold harmless Participant for all costs, expenses (including reasonable attorneys fees), damages and other losses resulting from any negligent breach of the BAA, any violation of HIPAA or other federal or state laws, Unauthorized Use or Disclosure, Security Incident or Breach of Unsecured Protected Health Information (as such capitalized terms are defined under HIPAA) maintained by BHCOE in the NADR, including, without limitation: fines or settlement amounts owed to a state or federal government agency, the cost of any notifications to individuals or government agencies, credit monitoring for affected individuals, or other mitigation steps taken by Participant. Any limitations of liability in this Agreement shall not apply to this Section 9b. This Section 9b shall survive the expiration or earlier termination of this Agreement and the BAA.
    3. Participant will indemnify, defend, and hold BHCOE and BHCOE’s employees, officers, directors, agents, contractors and business partners (collectively “BHCOE Indemnitees”) harmless from any third party claim, demand, cause of action lawsuit or proceeding brought against one or more BHCOE Indemnitees based upon (1) any errors or inaccuracies contained in the data as delivered by Participant to BHCOE; (2) any treatment, diagnosis or protocol rendered by Participants or its agents (including clinicians and healthcare professionals); (3) Participant failing to have all rights in the data necessary to participate in NADR and to disclose such information to BHCOE; (4) the use of NADR report in connection with any quality assurance, peer review, or similar administrative or judicial proceeding, and (5) any claim that is based, in whole or in part, on a breach of any warranty, representation or covenant made by Participant under this Agreement, including but not limited to any third party lawsuit or proceeding brought against BHCOE or any of the BHCOE Indemnitees based upon a claim that any data submitted by Participant infringe any third party rights. Participant’s indemnification shall include (i) all reasonable attorneys’ fees and costs associated with defense of such claim; provided, however, a failure to give prompt notice of a claim shall not relieve Participant of any of its obligations hereunder except to the extent that Participant is actually prejudiced by such failure (ii) all damages and costs finally awarded; and (iii) the full cost of any settlement entered into by Participant. Such indemnification obligation is contingent on BHCOE (i) notifying Participant of any such claim within thirty (30) days of BHCOE’s notice of such claim, (ii) providing Participant with reasonable information, assistance and cooperation in defending the lawsuit or proceeding (to the extent requested by Participant), and (iii) giving Participant full control and sole authority over the defense and settlement of such claim. Participant will not enter into any settlement or compromise of any such claim without BHCOE’s prior consent, which shall not be unreasonably withheld.
    4.  

The aggregate liability of BHCOE and Participant under this Agreement for any and all claims and causes of action including without limitation any action predicated on indemnification as set forth in Sections 9a and 9c, respectively, above, other than with respect to liability or damages under Section 9b on the part of BHCOE, shall be limited to and not exceed the amount of any fees paid by Participant in the year the liability arose, regardless of whether BHCOE or Participant, respectively, has been advised of the possibility of such damages or any remedy set forth herein fails of its essential purpose or otherwise. BHCOE and Participant shall not be liable to the other Party for any other damages or costs, including costs of procurement of substitutes, loss of profits, loss of activity data or other information, inability to access the services or software, interruption of business, or for any other special, consequential or incidental damages, however caused, whether, without limitation, for breach of warranty, contract, tort, infringement, negligence, strict liability or otherwise. Participant acknowledges that the NADR fees and business model reflects the allocation of risk.

BHCOE agrees to perform the obligations as may be from time to time specified for subcontractors in Social Security Act Section 1861(v)(1)(I) and the regulations promulgated in implementation thereof (initially codified at 42 C.F.R. Section 420.300 et seq.), including providing the Comptroller General of the United States, the United States Department of Health and Human Services, and their duly authorized representatives access to this contract, books, documents, and records related to this agreement until the expiration of four (4) years after the services are furnished under the contract or subcontract.

BHCOE shall maintain or cause to be maintained at all times during the term of this Agreement, at no additional cost to Participant, general liability insurance in an amount not less than $1 million per occurrence and $2 million annual aggregate, and cyber liability insurance in an amount not less than $5 million annual aggregate.

All notices and demands of any kind or nature which either Party to this Agreement may be required or may desire to serve upon the other in connection with this Agreement shall be in writing, and may be served personally, by registered or certified United States mail, or by overnight courier (e.g., FedEx, DHL, or UPS) to the Corporate Account Administrator on file for this Corporate Account.

If to BHCOE: ATTN: NADR Data Registry 8033 West Sunset Blvd. #1093 Los Angeles, CA 90046

Service of such notice or demand so made shall be deemed complete on the day of actual delivery.

The relationship of the Parties to this Agreement is that of independent contractors and not that of master and servant, principal and agent, employer and employee, or partners or joint venturers.

A waiver by either Party to this Agreement of any of its items or conditions in any one instance shall not be deemed or construed to be a general waiver of such term or condition or a waiver of any subsequent breach.

All provisions of this Agreement are severable. If any provision or portion hereof is determined to be unenforceable by a court of competent jurisdiction then the rest of the Agreement shall remain in full effect, provided that its general purposes remain reasonably capable of being effected.

This Agreement and any subsequent addendums executed by the Parties (a) constitute the entire Agreement between the Parties with respect to the subject matter; (b) supersede and replace all prior agreements, oral or written, between the Parties relating to the subject matter; and (c), except as otherwise indicated, may not be modified or otherwise changed in any manner except by a written instrument executed by both Parties.

The following sections of this Agreement survive its termination, for any reason: Sections 3,4, 5, 8, 9, 10 and 11 and the BAA.

The parties agree there are no third-party beneficiaries, intended or otherwise, to this Agreement, including without limitation, patients of Participant.

BHCOE warrants that neither it nor its principals or employees are, or have been, excluded, debarred, suspended, proposed for debarment, or declared ineligible from participation in any federally funded program (“Exclusion”). BHCOE shall immediately notify Participant of any threatened or actual Exclusion of which it becomes aware. If BHCOE is debarred, suspended, or excluded, Participant may immediately terminate this Agreement.

Pricing Policy

The following information outlines BHCOE’s Pricing Policies. BHCOE may update billing policies at any time after 30 day notice given to Customer. This page is regularly updated as new product features are made available or industry regulations changed. Customers are encouraged to review policies often for changes.

  1. General
    Customer shall pay all fees related to any services specified on, or relating to, any fully executed order form (each a “Customer Order”) in accordance with the terms of such Customer Order and this Pricing Policy. BHCOE has no obligation to perform any service not expressly included on any particular Customer Order, unless the Parties enter into a fully executed written amendment to such Customer Order, or enter into a new Customer Order, for such services. Unless otherwise stated in a particular Customer Order, invoiced charges to Customer are due upon receipt. Customer is responsible for providing complete and accurate billing and contact information to BHCOE and immediately notifying BHCOE of any changes to such information. Any changes to contact or billing information must be sent to accounting@bhcoe.org
  2. Fees
    Your obligation to remit payment for fees and expenses shall not be contingent on BHCOE’s determination regarding your organization’s Accreditation. Fees to BHCOE shall be paid annually as set forth in the relevant corresponding Customer Order and are not contingent upon completion of accreditation activities. Unless otherwise set forth in a Customer Order, all charges due in relation to any Customer Order are determined by reviewing the organizational account and taking the total number of clinical staff that are active at any point during the prior month, multiplying the staff by the applicable price per staff, and adding any support charges or additional services separately agreed upon in writing, with charges never to be below the clinical staff. If the Customer Order sets forth a different basis for billing, billing shall be in accordance with the terms of such Customer Order.
  3. Payment and Payment Deadlines
    Customer will pay BHCOE for the use of the Services, Badge, Learning Management System, and any other services provided by BHCOE to Customer upon receipt of any invoice from BHCOE (“Invoice”). All Invoices shall be paid via ACH initiated by BHCOE or ACH initiated by Customer. Customer hereby authorizes BHCOE to withdraw from Customer’s bank account via ACH or charge credit card provided for all purchased and related services, and any renewals without further approval. Customer’s payment is considered late if it is not received within thirty (30) days of the date of any relevant Invoice. Customer agrees that, for any payment not received within forty (40) days of the date of the Invoice, BHCOE shall have a right to suspend or terminate Customer’s accreditation and other services. All amounts owed by Customer to BHCOE shall be paid by Customer in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason.
  4. Dispute of Invoice
    If Customer elects to dispute the accuracy of any Invoice, it must do so in writing within thirty (30) days of the date of Invoice. If Customer fails to dispute the Invoice within this period, Customer waives its right to contest the accuracy of the Invoice and waives any defenses related to the accuracy of the Invoice in an action to collect the amounts due pursuant to the Invoice. If Customer disputes any portion of an Invoice, Customer agrees it shall be responsible for making timely payment on the undisputed portion of the Invoice and will cooperate with BHCOE in good faith to promptly resolve such dispute. If Customer fails to make any undisputed payment when due then, in addition to all other remedies that may be available, BHCOE may charge interest on the past due amount at the rate of 2% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law;
  5. Collection Expenses
    If BHCOE incurs any fees or expenses related to the collections of any past due amounts, or cancellation, insufficient funds, or any similar instance related to method of payment, Customer expressly agrees it shall reimburse BHCOE in full for said charges and expenses, including, without limitations, reasonable attorneys’ fees and costs associated with collections and related charges.
  6. Taxes
    BHCOE’s fees as specified in herein do not include any taxes, levies or other similar governmental assessments (“Taxes”). Customer shall be responsible for the payment of all Taxes associated with its purchases under the Service Agreement. BHCOE is solely responsible for Taxes assessable against BHCOE based on its income, property and employees.
  7. Refund of Credits for Cancellation
    BHCOE will not refund or credit subscriptions for partial use or organization service cancellation.
  8. Postage Fees
    Since postage rate increases are publicly announced by the United States Postal Service, Customer expressly agrees that BHCOE will automatically apply the postage rate increase to all services impacted by the change without advance notice.
FERPA Addendum
THESE ADDITIONAL TERMS (“FERPA ADDENDUM”) PERTAIN TO EDUCATIONAL INSTITUTIONS SUBJECT TO THE FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT (FERPA). YOUR EXECUTION OF A CUSTOMER ORDER FOR SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE ADDITIONAL TERMS. YOU ACKNOWLEDGE AND AGREE THAT BHCOE HAS THE RIGHT TO ESTABLISH TERMS FOR THE CONTINUED USE OF OUR SERVICES. ACCORDINGLY, BHCOE RESERVES THE RIGHT TO MODIFY THESE TERMS FROM TIME TO TIME WITH OR WITHOUT NOTICE TO YOU. YOU AGREE THAT YOUR USE OF THE SERVICES CONSTITUTES YOUR AGREEMENT TO ANY SUCH MODIFICATION. TERMS NOT DEFINED HEREIN SHALL HAVE THE MEANING SET FORTH IN THE TERMS OF SERVICE AND ADDITIONAL AGREEMENTS AS APPLICABLE. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF SERVICE AND OTHER ADDITIONAL AGREEMENTS AND THIS FERPA ADDENDUM, THE TERMS OF THIS FERPA ADDENDUM SHALL CONTROL.

  1. Control of Data
    BHCOE, in its role as an accreditor to educational and behavior agencies and institutions (“Customers”), receives disclosures from the Customers of personally identifiable information (PII) and protected health information (PHI) contained in student records. Only information that is needed for BHCOE to perform services outsourced to it by the Customer are disclosed to BHCOE. These disclosures are authorized under the Family Educational Rights and Privacy Act (FERPA), a federal statute that regulates the privacy of student records by educational agencies that receive financial assistance from the U.S. Department of Education. BHCOE, as a contractor to the Customer, receives the disclosures on the same basis as school or employee officials employed by the Customer, consistent with FERPA regulations. Consistent with those regulations, BHCOE has a legitimate educational interest in the information to which it is given access because the information is needed to perform the outsourced service, and BHCOE is under the direct control of the Customer in using and maintaining the disclosed education records, consistent with the terms of its contract. BHCOE is subject to the same conditions on use and re-disclosure of education records that govern all school officials, as provided in 34 CFR §99.33. In particular, BHCOE will ensure that only individuals that it employs or that are employed by its contractor or vendors, with legitimate educational interests – consistent with the purposes for which BHCOE obtained the information — obtain access to PII and PHI from education records it maintains on behalf of the Customer. Further, BHCOE will not re-disclose PII or PHI without consent of a parent or an eligible student (meaning a student who is 18 years old or above or is enrolled in postsecondary education) unless the Customer has authorized the re-disclosure under a FERPA exception, and the Customer records the subsequent disclosure. An example of such a disclosure is when BHCOE is requested by a Customer to assist the Customer in the transfer of the student records from our system to another system.
    BHCOE will not sell or otherwise use or re-disclose education records for targeted advertising or marketing purposes. BHCOE uses data within its products only to deliver the services contracted by Customers. Notwithstanding anything to the contrary contained in these terms or the Service Agreement, BHCOE may use protected health information and personally identifiable information to create de-identified data retaining any and all ownership claims related to the de-identified data it creates from protected health information and personally identifiable information. BHCOE may use, during and after the termination of the Service Agreement, all aggregated de-identified information, and de-identified data for purposes of enhancing the Services, technical support, analytics, reporting, and research and development, all in compliance with FERPA, including without limitation the limited data set and de-identification of information regulations. For more information on how BHCOE utilizes Customer data, please review our Terms & Conditions.
  2. Changes to Customer Data
    The Customer is responsible for the accuracy, maintenance, retention, disposal, and disclosure of any educational information of their students. BHCOE does not delete, change, or disclose any information from our software applications controlled by the Customer unless BHCOE receives a written and signed statement of work requesting such action, or upon termination of the Service Agreement. Students who wish to retain possession and control of their own pupil-generated content should contact the Customer. If the Customer is unable to fulfil the request of the student, BHCOE can assist at the direction and expense of the Customer. Any requests sent directly to BHCOE will be disclosed to the Customer to respond to as the Customer determines is appropriate. In the event any third party (including the eligible student or parent/guardian of the eligible student) seeks to access education records, BHCOE will inform the Customer of such request in writing. BHCOE shall not provide access to such data or information or respond to such requests unless compelled to do so by court order or lawfully issued subpoena from any court of competent jurisdiction or directed in writing to do so by the Customer. Should BHCOE receive a court order or lawfully issued subpoena seeking the release of such data or information, BHCOE shall provide notification, along with a copy thereof, to the Customer prior to releasing the requested data or information, unless such notification is prohibited by law or judicial and/or administrative order or subpoena. If the Customer is unable to fulfil a request of an eligible student or parent/guardian to review the student’s records, BHCOE can assist at the direction and expense of the Customer. In such an event where a parent, legal guardian, or eligible student seeks to make changes to the data within our products parents, legal guardians, or eligible students shall follow the procedures established by the Customer in accordance with FERPA. Generally, these procedures establish the right to request an amendment of the student’s education records that the parent or eligible student believes is inaccurate, misleading, or otherwise in violation of the student’s privacy rights under FERPA. Parents or eligible students who wish to ask the Customer to amend their child’s or their education record should contact a Customer official, clearly identify the part of the record they want changed, and specify why it should be changed. If the Customer decides not to amend the record as requested by the parent or eligible student, the Customer will notify the parent or eligible student of the decision and of their right to a hearing regarding the request for amendment. Additional information regarding the hearing procedures would be provided to the parent or eligible student when notified of the right to a hearing. BHCOE will not make determinations of whether records should be edited or otherwise changed and will defer any decision on such changes to Customer.
  3. Security at BHCOE
    BHCOE employs extensive technological and operational measures to ensure data security and privacy, including advanced security systems technology, physical access controls, and annual privacy training for employees and partners, and criminal background checks of all employees. Any information subject to this FERPA Addendum shall be safeguarded in accordance with the Service Agreement and BHCOE’s Privacy Policy.
  4. Termination of Service Agreement
    In the event of termination of the Service Agreement, Customer is solely responsible for exporting all Customer Content prior to the termination of the Service Agreement (or last billing cycle). Customer can export they have uploaded in the format in which it was uploaded. Customer can seek support for data export prior to termination from BHCOE support staff, subject to any support costs. BHCOE will retain all Customer Content for a minimum of sixty (60) days after the termination of the Service Agreement, including those accounts terminated due to non-payment or inactivity, as a safeguard in case the Customer requires more time to export all Customer Content. This sixty (60) days is referred to herein as the “Data Retention Period”. Customers will be responsible during this Data Retention Period to make any requests for additional data exports in writing to BHCOE at accounting@bhcoe.org, as account access may be restricted during the Data Retention Period due to termination of the Services. After the Data Retention Period expires, BHCOE may remove or delete any Customer Content, including Customer Content that contains PHI or PII, and BHCOE shall not be responsible for any damage caused by said removal. It is the Customer’s responsibility to comply with all privacy, data retention and other laws in its use of the Services, including FERPA and any other healthcare or other regulations relating to medical records or educational records, including without limitation any required time period relating to the retaining records. Notwithstanding the foregoing, BHCOE will not retain Customer Content longer than needed to provide the Services and satisfy other reasonable business purposes and limitations, such as: (i) complying with record retention obligations imposed on BHCOE under applicable law or our other; (ii) resolving disputes or enforcing our agreements; or (iii) for the purposes of backup, recovery, contingency planning or business continuity planning provided that such Customer Content, to the extent not permanently deleted or overwritten in the ordinary course of business, is not accessed except as required for backup, recovery, contingency planning or business continuity purposes.
  5. Other Terms
    BHCOE may, from time to time, update this FERPA Addendum to be in compliance with evolving laws and regulations. In the event of any conflict or ambiguity between any of the documents that form the Service Agreement, said conflict or ambiguity shall be resolved by giving precedence to the documents in the order outlined in the Terms of Service.
    BHCOE and Customer agree that the Service Agreement is governed by the internal laws of the State wherein Customer is located (without regard to conflicts of law principles), and expressly agree that the state and federal courts sitting in that State shall have exclusive jurisdiction in any action arising out of or connected in any way to the Service Agreement or use of or access to the Services, and each party consents to personal jurisdiction of and venue in such matter.
Terms & Conditions

Please review our Terms & Conditions page.

Privacy Policy

Please review our Privacy Policy page.

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