Introduction

This page (“Privacy Policy” or “Policy”) provides our policies and procedures for collecting, using and disclosing your information and outlines the security measures we’ve put in place to protect the information that you store using Zuko, Inc.’s (“Zuko”) services, including the services made available through this web site, and any other software or services offered by Zuko in connection with such services (the “Services”). By using these Services, you consent to the collection, transfer, processing, storage, disclosure and other uses of your information described in this Privacy Policy.

What information does Zuko collect and store?

Personal Information

When expressing an interest in obtaining additional information about the Services or registering to use the Services, Zuko requires you to provide your personal contact information, such as your name, company name, address, phone number, and email address (these are referred to below as your “Personal Contact Information”). When purchasing the Services, Zuko also requires you to provide financial and billing information, such as billing name and address, credit card number, and the number of employees within the organization that will be using the Services (“Billing Information”).

Data, Diagnostic & Login Information

Using Zuko’s Services, you will be able to create, upload, store and share information such as company description, email ID, logo, photos, custom emails, user email IDs, etc. (this is collectively referred to below as “Data”). This information will be stored and maintained on Zuko’s web site. If you run into technical errors in the course of using the Services, Zuko may request your permission to obtain a crash report along with certain logging information from your system documenting the error (“Diagnostic Information”). Such information may contain information regarding your Operating System version, hardware, browser version (and .NET version information in case of Windows systems), and your email address, if provided. Additionally, certain login information is maintained in a cookie stored locally on your computer (i.e. not on a server) in order to streamline the login process (“Login Information”).

Analytics Information

As you navigate Zuko’s website and use our Services, Zuko may also collect information through the use of frequently used information-gathering tools, such as cookies and Web beacons (“Website Navigational Information”). Website Navigational Information includes standard information from your web browser (such as browser type and browser language), your Internet Protocol (“IP”) address, and the actions you take on Zuko’s website (such as web pages viewed and links clicked). Collectively, this information is referred to as “Analytics Information.”
Third party vendors, including Google, use cookies to serve ads based on a user’s prior visits to your website or other websites.
Google’s use of advertising cookies enables it and its partners to serve ads to your users based on their visit to your sites and/or other sites on the Internet.
Users may opt out of personalized advertising by visiting Ads Settings or by visiting www.aboutads.info.

Geo-Location Information

Zuko does not collect any information regarding your real-time geo-location while using the Services; however, it may do so at some point in the future. We will request your permission before collecting such information.

What does Zuko do with the information it collects?

Zuko uses the information it collects in the following ways:

1. Personal Contact Information – We use this information primarily to administer our Services to you and provide you with updates and product announcements. Per the Privacy and Conditions, we may use some of your information for marketing purposes, as explained below.
2. Billing Information – Zuko does not store any Billing Information on its servers. Instead, we use a payment provider, Stripe (www.stripey.com), to store and process all payment related transactions. Find information regarding Stripe’s privacy policy here.
3. Data, Diagnostic Information and Login Information – We use this information solely for the purpose of administering and improving our Services to you.
4. Analytics Information – Zuko may use your Analytics Information in conjunction with an analytics service such as Google Analytics to monitor and analyze use of the Services, for the Services’ technical administration, to increase the Services’ functionality and user-friendliness, and to verify users have the authorization required for the Services to process their requests.

Sharing & Disclosure of Private Information

Third Party Applications and Your Use

Zuko provides users with the ability to link to their Data on third party sites such as Facebook, Twitter and LinkedIn. Such linking is at the complete discretion of users. Because of this, Zuko cannot be held responsible or liable for the linking of user’s Data to such third party sites, nor for how these third party sites use such links.

Marketing and Publicity

Per our Privacy and Conditions, you agree to permit Zuko to identify you as a customer and to use your name and/or logo in Zuko’s website and marketing materials.

Sale of Personal Information

Zuko does not sell, rent, or trade your private information to any third parties in any way.

Service Providers and Business Partners

Zuko may use certain trusted third party companies and individuals to help us provide, analyze, and improve the Services (including, but not limited to, data storage, maintenance services, database management, web analytics, payment processing, and improvement of the Services’ features). These third parties may have access to your information strictly for the purposes of performing these tasks on our behalf and under obligations similar to those in this Privacy Policy.

Non-Private or Non-Personal Information

We may disclose your non-private, aggregated, or otherwise non-personal information, such as usage statistics of our Services, in our discretion.

Our Use And Disclosure of Information

Zuko will not disclose any personally identifiable information about any individual except as set forth in this Privacy Policy. This applies to information about our customers and information our customers provide to us about their customers. We are not limited in any way in our use of non-personal information that does not permit direct association with any specific individual or non-identifiable aggregate information about our users (such as the number of customers who use our services, the geographic distribution of our users, the amount of information located and/or removed, etc.).

Internal Uses of Your Personally Identifiable Information

1. We collect, store and process your personally identifiable information on servers located in the United States. Due to the unpredictable nature of Internet routing, your information may pass through other countries while in transit to our servers. We use the information we collect about you in order to:
   • Develop and deliver our services
   • Process your transactions
   • Provide customer service and manage your account
   • Improve our products, services and marketing.
2. We provide access to personally identifiable information about our users only to those who require it for the above purposes.
3. Zuko will not sell or rent any of your personally identifiable information to third parties. Zuko will not share any of your personally identifiable information with third parties except in the limited circumstances described below.
   • We share information with service providers under contract who help with our business operations such as payment and order processing, fraud investigation, bill collection, and information management and analytics. If content generation is included in your services, we may share information with service providers under contract to create, edit and/or publish such content. These third parties are obligated to protect your information and are contractually prohibited from using your personally identifiable information for any other purpose. They are never permitted to share your information with any third parties. They are authorized to use your personal information only as necessary to provide these services to Zuko.
   • We disclose information that we, in good faith, believe is appropriate to cooperate in investigations of fraud or other illegal activity, to conduct investigations of violations of our Privacy of Use and/or to protect our right, protect your safety and the safety of others. For example, this means that if we conduct a fraud investigation and conclude that one side has engaged in deceptive practices, we reserve the right to provide that person or entity’s contact information (but not bank account or credit card information) to victims who request it.
   • We disclose information in response to a subpoena, warrant, court order, levy, attachment, order of a court-appointed receiver or other comparable legal process, including subpoenas from private parties in a civil action. If the subpoena seeks information about an identified subscriber or limited group of subscribers, we will make reasonable business efforts to contact the subscriber(s) before providing information to the party that requests it. We cannot guarantee that we will be able to do so in all cases, whether due to a time limit, court order, inability to effectively contact a subscriber, or other circumstances.
   • When a user signs up for a co-branded version of our service through links to zukohealth.com from our co-branded partner’s website, Zuko will share with the co-branded partner that user’s name, e-mail address and physical address in order to provide enhanced integration between Zuko’s services and the services of our co-branded partner. If you do not want your information shared with Zuko’s co-branded partner, sign up for Zuko directly through zukohealth.com and other sub-domains and not through a link from our partner’s website.
   • We disclose information to your agent or legal representative (such as the holder of a power of attorney that you grant, or a guardian appointed for you).
   • We share information with companies that provide public relations and marketing services for us. Such information will only be shared by us to customize, measure and improve our products, services and advertising. It will not be shared with third parties for their marketing purposes. These third parties are contractually obligated to protect your information and are prohibited from using your personally identifiable information for any other purpose.
   • As with any other business, it is possible that in the future, Zuko could merge with or be acquired by another company. If such an acquisition occurs, the successor company would have access to the information maintained by Zuko, including customer account information, but would continue to be bound by this Privacy Policy until it is amended.
   • We share your information with our parent, subsidiaries and joint ventures to help coordinate the services we provide to you, enforce our terms and conditions, and promote trust and safety.
   • The implementation of our Services, by its very nature, may require using your personally identifiable information to locate other information about you. Such use may include, but not be limited to, using your information to search the publicly accessible Internet sites as well as searching private information databases and sites.
   • The implementation of our Services, by its very nature, may require revealing your personally identifiable information in order to effect removal of Internet content about you. For example, we may have to disclose your name to a website in order to notify them to remove Internet content about you. This occurs with your express permission for a specific, given purpose.

Internal Uses of Your Personally Identifiable Information

We will retain your information for as long as your account is active or as needed to provide you the Services. If you wish to cancel your account or request that we no longer use your information to provide you the Services, you may delete your account (this will be done by Zuko’s customer care team). If you delete your account, your Data will no longer be stored in our servers. While we try to delete your Data from our servers as quickly as possible, please be aware that there may be a delay from the time you delete your account to the time that your Data is removed, and that some of your Data may continue to exist for a period in backup copies.

Changes To Privacy Policy

1. If we decide to make material changes to our Privacy Policy, we will notify you by e-mail through the primary e-mail address specified in your account and/or post those changes to this Privacy Policy on the Website homepage prior to the changes taking effect. You are responsible for ensuring we have an up-to-date active and deliverable e-mail address for you.
2. You are also responsible for regularly reviewing the Privacy Policy and related documents. We reserve the right to modify this Privacy Policy at any time. No amendment to or modification of this Policy will be binding unless in writing and signed by a duly authorized representative of Zuko, or posted to the Site by a duly authorized representative of Zuko.
3. In the event that Zuko goes through a business transition, such as a merger, an acquisition by another company, or a sale of a portion of its assets, users’ personally identifiable information will, in most instances, be part of the assets transferred. Users will be notified via prominent notice on the site for 30 days after a change of ownership or control of their personally identifiable information. If, as a result of the business transition, a user’s personally identifiable information will be used in a manner different from that stated at the time of collection, users will be given a choice consistent with our notification of changes section.

Internal Uses of Your Personally Identifiable Information

If you reside in the European Union (“EU”), United Kingdom, Lichtenstein, Norway, Iceland or Switzerland, you may have additional rights with respect to your personally identifiable information (otherwise known as Personal Data). These rights may include rights under the EU’s General Data Protection Regulation (“GDPR”), if you are a resident of the EU, United Kingdom, Lichtenstein, Norway or Iceland. “Personal Data” is any data that relates to an identified or identifiable natural person. Examples of Personal Data include identifiers such as name, location data, and unique online identifiers.

In addition to the principles, practices and policies set forth above in this Privacy Policy, Zuko has adopted the following principles to govern its collection and processing of Personal Data:

1. Personal Data shall be processed lawfully, fairly, and in a transparent manner.
2. The Personal Data collected will only be those specifically required to fulfill Zuko’s obligations to deliver the Zuko service.
3. Personal Data shall only be retained for as long as it is required to fulfill contractual requirements.
4. Personal Data shall be adequate, relevant, and limited to what is necessary in relation to the purposes for which they are collected and/or processed. Personal Data shall be accurate and, where necessary, kept up to date.

The data subject has the right to request from Zuko access to and rectification or erasure of their Personal Data, to object to or request restriction of processing concerning the data, or to the right to data portability. In each case such a request must be put in writing to Zuko.

About the California Consumer Privacy Act (CCPA)

Effective on January 1, 2020, the California Consumer Privacy Act (CCPA) allows California residents to obtain certain information collected by the business with whom they have established business relationships.
If you are a California resident, you may exercise certain rights to access, restrict, or delete your personal information by submitting a request through this link.

Community

Our Services may include publicly accessible community services such as blogs, forums, and wikis. Please be aware that any information you provide in these areas may be read, collected, and used by others who access them. Your posts on these communities may remain even after you cancel your account.

Questions, Complaints and Contacts

If you have any questions regarding this Privacy Policy, please contact us at privacy@zukohealth.com, or by U.S. mail at the address below:

Zuko, LLC
Attn: Privacy Officer
697 High St, Unit 2557
Westwood, MA 02090

Your use of Zuko’s services, including the services Zuko makes available through this website, including this website (the “Site” or the “Zuko Site”) and any content (“Zuko Content”) made available through this website (collectively the “Services”) is governed by these Terms and Conditions (the “Terms”). Please read these terms carefully before using the Services.

YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE ZUKO SITE OR SERVICES, OR POSTING OR ACCESSING ANY CONTENT ON THE SITE OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES OR ZUKO CONTENT.

If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization.

1. License granted by Zuko

Zuko gives you a personal, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Zuko as part of the Services provided to you by Zuko. Please note that you may use this software for internal business purposes only, and only in the manner permitted by the Terms. You may not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the content provided by or on behalf of Zuko through the Services (the content) in any way, except as permitted by the Terms.

2. User accounts/Personal info

In the course of using the Services, you may be required to provide Zuko personally identifiable information, including contact information, username and password (“Credentials”). Zuko handles such information with the utmost attention, care and security. Nonetheless, you, not Zuko, shall be responsible for maintaining and protecting your Credentials in connection with the Services. If your contact information, or other information relating to your username or password changes, you must notify Zuko promptly and keep such information current. You are solely responsible for any activity using your Credentials, whether or not you authorized that activity. You should immediately notify Zuko of any unauthorized use of your Credentials or if your email or password has been hacked or stolen. If you discover that someone is using your Credentials without your consent, or you discover any other breach of security, you agree to notify Zuko immediately.

3. User-Generated Content (3rd Party Reviews)

By making available any user-generated content (“User Content”) through the Site and Services, you hereby grant to Zuko a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content only on, through or by means of the Site and the Services. Zuko does not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.

You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site or Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site or Services or you have all rights, licenses, consents and releases that are necessary to grant to Zuko the rights in such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your accessing, posting, submission or transmittal of the User Content or Zuko’s use of the User Content (or any portion thereof) on, through or by means of the Site and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Zuko reserves the right (but shall have no obligation) to remove any or all User Content from the Services in its sole discretion. You agree to immediately take down any User Content that violates the Terms, including pursuant to a take down request from Zuko. In the event that you elect not to comply with a request from Zuko to take down certain User Content, Zuko reserves the right to directly take down such User Content.

4. Third Party Software

The Services incorporate certain third party software (“Third Party Software”), which is licensed subject to the terms and conditions of the third party licensing such Third Party Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third Party Software.

5. Third Party Services and Materials

You may be able to access or use third party services, Third Party Software, resources, content, documentation or materials (“Third Party Materials”) as part of or during your use of the Services. You acknowledge and agree to sole responsibility for and assume all risk arising from your access to or use of any such Third Party Materials and Zuko disclaims any liability that you may incur from your access to or use of such Third Party Materials or any User Content via Zuko or the Services. You acknowledge and agree that Zuko: (a) is not responsible for the availability or accuracy of such Third Party Materials or the products or services or available from such Third Party Materials; (b) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to or use of such Third Party Materials; (c) does not make any promises to remove Third Party Materials from being accessed through the Services and your ability to access or link to Third Party Materials does not create or imply any endorsement by Zuko of Third Party Materials or any such third party services; and (d) has no responsibility or liability for the deletion or failure to store any Third Party Materials maintained or transmitted through use of the Services. You further acknowledge and agree that you are solely responsible for backing up and making copies of any Third Party Materials that you wish to preserve.

6. Compliance with 3rd Party Review Site Policies

Businesses using the Zuko platform agree to adhere to the Terms of Service of all major review sites. This includes but not limited to Google, Facebook, Yelp, and other review sites.

Review gating: Businesses using Zuko cannot implement any form of review gating. Review gating is a process where companies send a message to customers asking if their experience was positive or negative. Those who had a positive experience are directed to leave an online review. Those who had a negative experience are typically sent to a form to leave comments that are not made public.

When soliciting reviews using the Zuko platform, businesses must provide all recipients the same options to provide feedback, regardless of their sentiment. This applies to review requests sent via standard review templates, custom email templates, and surveys.

Sites prohibiting solicitation of reviews: Businesses using Zuko will fully comply with sites such as Yelp that prohibit review solicitation, and will not misuse the Zuko platform to bypass review sites’ policies.

Failure to comply with 3rd Party Review site policies: If a business attempts to circumvent the Terms of Service of 3rd party review sites, Zuko will notify the business and allow them 30 days to take corrective action. Should the business fail to comply within the 30-day notice period, their account will be suspended from Zuko.

7. Eligibility of Use

You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services. You affirm that you are over the age of 13, as the Services are not intended for children under 13.

8. TCPA Compliance

Your compliance: To the extent required by law and as applicable to the parties, the parties shall comply with the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the “TCPA”). You will be solely responsible for complying with any messaging consent obligations under the TCPA and TSR in the course of accessing and using the Zuko Services. You are responsible for obtaining explicit consent(s) from any and all third parties (including your customers) to send and receive SMS and/or emails using the Zuko Services. Zuko shall have the same obligation to obtain third party consent for all parties from which it is directly obtaining their phone number(s). Each party is liable for, and shall indemnify, defend and hold harmless the other party from and against any and all damages, liabilities, judgments, fees, fines, costs and expenses (including reasonable attorneys’ fees) incurred by the non-breaching party arising from any claims, demands or legal actions made against it resulting from your breach of this Section 6.

Zuko compliance: If you submit your mobile telephone number to Zuko through a webform or any other method, you expressly consent to receive text messages from Zuko to that mobile phone number. You may opt out at any time.

9. Restrictions On Use

You agree not to do any of the following while using the Site, Services or Zuko Content:

• Access, post, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, vulgar or offensive; (v) constitutes child pornography or child erotica; (vi) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any other person; or (viii) promotes illegal or harmful activities or substances (including, but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances).
• Use, display, mirror, frame or utilize framing techniques to enclose the Site or Services, or any individual element or materials within the Site or Services, Zuko’s name, any Zuko trademark, logo or other proprietary information, the content of any text or the layout and design of any page or form contained on a page, without Zuko’s express written consent;
• Access, tamper with, or use non-public areas of the Site or Services, Zuko’s computer systems, or the technical delivery systems of Zuko’s providers;
• Attempt to probe, scan, or test the vulnerability of any Zuko system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Zuko or any of Zuko’s providers or any other third party (including another user) to protect the Site, Services or Zuko Content;
• Attempt to access or search the Site, Services or Zuko Content or download Zuko Content from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Zuko or other generally available third party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox, Safari or Opera);
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
• Use any meta tags or other hidden text or metadata utilizing an Zuko trademark, logo URL or product name without Zuko’s express written consent;
• Use the Site, Services or Zuko Content for the purpose of bringing an intellectual property infringement claim against Zuko or for the purpose of creating a product or service competitive with the Services.
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or Zuko Content to send altered, deceptive or false source- identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Zuko Content;
• Interfere with, or attempt to interfere with, the access of any user, host or network connected to the Site or Services, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;
• Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their express permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.

Zuko will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site and Services security issues, to the fullest extent of the law. Zuko may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Zuko has no obligation to monitor your access to or use of the Site, Services or Zuko Content or to review or edit any User Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Zuko reserves the right, at any time and without prior notice, to remove or disable access to any Zuko Content and any User Content, that Zuko, in its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Site or Services.

10. Fair Use.

Zuko’s priority to its customers is to keep the Services available and running at optimal speed, which requires each customer to use the Services fairly and reasonably so as to not affect the access or use by other customers. The Services include broad access to a variety of resources such as bandwidth, API requests, and storage which are not unlimited (unless expressly stated as such in a Customer Agreement, Order Form or other agreement) or the overuse of which would affect the stability of the Zuko platform, including but not limited to the Services, which is why we have this fair use clause (“Fair Use Policy” or “FUP”). Fair use will be considered the processing of 3 times the average number of requests or processed transactions per Location (as that term is defined in a Customer Agreement, Order Form or other written agreement) for other Zuko customers in the same or similar industry. If Zuko determines your use of the Services is in violation of its Fair Use Policy, in its sole reasonable discretion, it may take unilateral action regarding your use of the Services including, but not limited to, limiting the frequency of access to the Services or limiting the number of processed requests through the Services in order to bring usage in line with this FUP. Zuko also reserves the right to invoice you for use of the Services in violation of the FUP. You understand, acknowledge and agree that Zuko will have no liability to you or any of your users for enforcing this FUP and enforcement will not affect your obligations under these terms which includes the payment of fees for the Services.

11. Special Terms for 30 Day Pilot Agreements.

If you have entered into an agreement with Zuko for a free 30-day pilot of the Services, you understand, acknowledge and agree that your use of the Services will be for a period of 30 days only. At the end of the 30 day period, your access to and use of the Services will automatically terminate and, absent an executed agreement between Zuko and you for paid access to and use of the Services effective prior to the 30-day period, all of the data will be deleted from the Zuko platform. Zuko will have no liability for the deletion of the data or for any other damages related to the use of the Services on a pilot basis.

12. Confidentiality.

“Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects (i) that the disclosing party identifies as confidential or proprietary; or (ii) that reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure, or the nature of the information itself (for avoidance of doubt, neither party shall be required to identify information as confidential in order to avail itself of the protections set forth herein). The parties acknowledge that these Terms and any Customer Agreement, order form, statement of work or other agreement between the parties referencing and/or incorporating these Terms, and any other proprietary or confidential information provided to the other party constitute valuable proprietary information and trade secrets of Zuko and you, respectively. Each party agrees to preserve the confidential nature of the other party’s Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its use as permitted and in connection with these Terms, and by using the same degree of protection that such party uses to protect similar proprietary and confidential information, but in no event less than reasonable care. Each party will have the right to seek an injunction to prevent any breach or continued breach of this section. The receiving party agrees to promptly report any breach(es) of this section to the disclosing party. Notwithstanding the foregoing, Confidential Information does not include any information which (i) is now, or becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public without breach of these Terms by the receiving party; (ii) was independently developed, or otherwise acquired, by the receiving party without restriction as to use or disclosure before receiving such information from the disclosing party, as shown by the receiving party’s files and records immediately prior to the time of disclosure; or (iii) is obtained by the receiving party without restriction as to use or disclosure by a third party authorized to make such disclosure.

13. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services (“Feedback”). You may submit Feedback by emailing us at admin@zukohealth.com. You acknowledge and agree that all Feedback will be the sole and exclusive property of Zuko and you hereby irrevocably assign to Zuko and agree to irrevocably assign to Zuko all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At Zuko’s request and expense, you will execute documents and take such further acts as Zuko may reasonably request to assist Zuko to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

14. Ownership

The Site, Services and Zuko Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms, Zuko and its licensors exclusively own all right, title and interest in and to the Site, Services and Zuko Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services or Zuko Content. Zuko claims no ownership interest in any Third Party Materials and expressly disclaims any liability concerning those materials.

15. Trademark

All trademarks, service marks, logos, trade names and any other proprietary designations of Zuko used herein are trademarks or registered trademarks of Zuko. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

16. Pricing, Billing and Late Payments

Please see your Customer Agreement for information regarding pricing and billing for these Services. If you have any questions about Zuko’s billing policies, please contact Zuko at sales@zukohealth.com.

Your failure to pay undisputed fees when due constitutes a material breach of these Terms. If payment is not made within thirty (30) days of when it is due, Zuko may, in its sole discretion, choose to do any or all of the following: (i) charge you a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law, rounded to the next highest whole month and compounded monthly; and/or (ii) suspend your access to the Services. Zuko’s suspension or resumption of the Services does not limit or prevent Zuko from pursuing all other remedies available.

17. Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

ZUKO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ZUKO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE.

NOTHING IN THESE TERMS, INCLUDING SECTIONS #15, #17, SHALL EXCLUDE OR LIMIT ZUKO’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

18. Indemnification

You agree to defend, indemnify, and hold Zuko, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with User Content, your access to or use of the Site, Services or Zuko Content, or your violation of these Terms.

19. Limitation of Liabilities

SUBJECT TO SECTION #17 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT ZUKO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

THE LIMITATIONS ON ZUKO’S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT ZUKO HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL ZUKO’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES FOR THE LAST THREE MONTHS.

20. Privacy Policy

The collection, use and storage of your personal information is governed by our Privacy Policy located at https://zukohealth.com/privacy. The Privacy Policy is incorporated into these Terms in its entirety. For questions regarding the Privacy Policy, please send an email to privacy@zukohealth.com.

21. Termination

Without limiting other remedies, Zuko may at any time suspend, terminate, or refuse to provide you with access to the Site or Services. In addition, Zuko may notify authorities or take any actions it deems appropriate, without notice to you, if Zuko suspects or determines, in its own discretion, that you may have or there is a significant risk that you have (i) failed to comply with any provision of these Terms and Conditions or any policies or rules established by Zuko; or (ii) engaged in actions relating to or in the course of using the Site or Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, Zuko users, Zuko or any other third parties or the Site or Services.

Without limiting any other terms of these Terms and Conditions, you may stop using the Site and Services at any time.

After any termination, you understand and acknowledge that we will have no further obligation to provide the Site or Services and all licenses and other rights granted to you by these Terms and Conditions will immediately cease. Zuko will not be liable to you or any third party for termination of the Site or Services or termination of your use of either. UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION (INCLUDING USER CONTENT) THAT YOU HAVE SUBMITTED ON THE SITE OR VIA THE SERVICES WILL NO LONGER BE ACCESSIBLE BY YOU VIA THE SERVICES THEREAFTER. HOWEVER, ZUKO SHALL CONTINUE TO HAVE A LICENSE TO UTILIZE THE USER CONTENT.

Any suspension, termination or cancellation will not affect your obligations to Zuko under these Terms and Conditions (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

22. Copyright Policy

We respect the intellectual property rights of others and expect our users to do the same. In accordance with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (the “DMCA”), we will respond expeditiously to claims of copyright infringement committed using the Services if such claims are reported to our Designated Copyright Agent identified in the sample notice below.

DMCA Notice of Alleged Infringement (“Notice”)

• Identify the copyrighted work that you claim has been infringed, or if multiple copyrighted works are covered by this Notice, you may provide a representative list of the copyrighted works that you claim have been infringed.
• Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link or the exact location where such material may be found.
• Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
• Include both of the following statements in the body of the Notice:
  • “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent , or the law (e.g., as a fair use).”
  • “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
• Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to our designated Copyright Agent:
Copyright Agent
Zuko, LLC
697 High St #2557, Westwood, MA 02090
copyright@zukohealth.com

23. Changes to Services or Terms

Zuko reserves the right, in its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these Terms, at any time. Changes to the Services may include the modification or discontinuation of any “review aggregation” services currently offered as part of the Services. If we modify these Terms, we will post the modification on the Site or otherwise provide you with notice of the modification. By continuing to access or use the Site or Services after we have posted a modification to these Terms or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and Services. These Terms may only be modified in writing as set forth in this paragraph and may not be modified orally. Please visit this page regularly to review these Terms for any changes.

24. Entire Agreement, Governing law, Severability, Non-waiver, Assignment

These Terms, together with our Privacy Policy constitutes the entire agreement between the parties relating to the Services and all related activities. These Terms shall not be modified except in writing signed by both parties or by a new posting of these Terms issued by us. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Zuko to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Zuko must be in writing and shall only apply to the specific instance identified in such writing. You may not assign these Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in Santa Clara County, California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

25. Contact Us

If you have any questions about these Terms, please contact Zuko at info@zukohealth.com.

Special Terms for “Freemium Services” and 30 Day Pilot Agreements.

Zuko offers its core Services for free with certain restrictions and limitations (“Freemium Services”). The Freemium Services extend to all of Zuko’s existing subscription services but not to Zuko’s non-subscription services including Payments, Mass texting, professional services, managed services or any other service specifically excluded from the Freemium Services – and payment for these excluded services shall be dictated by these Terms or other written agreements between Zuko and you. (All charges for non-subscription services such as Payments will apply.) The Freemium Services are only available if you or your business have one Location. (A “Location” is defined as a distinct person or entity who is provisioned as an account or profile through the Zuko platform.) In addition, Freemium Services only allow for limited unique conversations between your and your clients or customers in a month; with “unique conversations” defined as all of the interactions between a company and a specific, identifiable person or entity. You can have unlimited interactions with a specific client or customer within a unique conversation in a month provided you are in compliance with the FUP set forth herein. Zuko reserves the right to discontinue your access to Freemium Services if you exceed the monthly usage allowed under these Freemium Services terms; and, Zuko reserves the right to modify the Freemium Services terms at any time with or without notice.

If you have entered into an agreement with Zuko for a free 30-day pilot of the Services, you understand, acknowledge and agree that your use of the Services will be for a period of 30 days only. At the end of the 30 day period, your access to and use of the Services will automatically terminate and, absent an executed agreement between Zuko and you for paid access to and use of the Services effective prior to the 30-day period, all of the data will be deleted from the Zuko platform. Zuko will have no liability for the deletion of the data or for any other damages related to the use of the Services on a pilot basis.

Business Associate Agreement for Zuko “Covered Entity” Customers

These Standard HIPAA Business Associate Agreement Terms and Conditions (“HIPAA Addendum”) shall be incorporated into the Master Service Agreement for Customers that are Covered Entities (as defined below) that provide Protected Health Information (“PHI”)(as defined below) to Zuko in connection with the Zuko Local Business and Enterprise services they have purchased. These terms supplement the purchase agreement between Zuko and Customers (“Underlying Agreement”) in order to comply with the federal Standards for Hipaa of Individually Identifiable Health Information, located at 45 C.F.R. Part 160 and Part 164, Subparts A through E (“Hipaa Rule”) and the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (the “HITECH Act”).

1. CATCH-ALL DEFINITIONS

The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.

2. SPECIFIC DEFINITIONS

Terms used, but not otherwise defined, in this HIPAA Addendum shall have the same meaning as those terms in the Privacy Rule or the HITECH Act.

1. “Breach” shall have the same meaning given to such term under 42 U.S.0 § 17921.
2. “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CFR 160.103, and in reference to the party to this agreement, shall mean Zuko.
3. “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103, and in reference to the party to this agreement, shall mean [Insert Name of Covered Entity].
4. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.
5. “Individual” shall have the same meaning as the term “individual” in 45 C.F.R. §160.103 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. § 164.502(g).
6. “Protected Health Information” or “PHI” shall have the same meaning as the term “protected health information” in 45 C.F.R. § 160.103, limited to the information created or received by Business Associate from or on behalf of the Covered Entity.
7. “Required by Law” shall have the same meaning as the term “required by law” in 45 C.F.R. §160.103.
8. “Unsecured PHI” shall have the same meaning given to such term under the HITECH Act and any guidance issued pursuant to this act.

3. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE

Zuko agrees to:

1. Use and Disclosure of PHI: Zuko shall not use or disclose PHI other than as permitted or required by this HIPAA Addendum or as Required by Law. Zuko shall not use or disclose PHI for fundraising or marketing purposes. Zuko shall not directly or indirectly receive remuneration in exchange for PHI, except with the prior written consent of Covered Entity and as permitted by the HITECH Act; however, this prohibition shall not affect payment by Covered Entity to Zuko for services provided pursuant to the Underlying Agreement.
2. Safeguards: Zuko shall use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI, to prevent use or disclosure of PHI other than as provided for by the Agreement.
3. Mitigation: Zuko shall mitigate, to the extent practicable, any harmful effect that is known to Zuko of a use or disclosure of PHI by Zuko in violation of the requirements of this HIPAA Addendum.
4. Reporting: Zuko shall report to Covered Entity any use or disclosure of PHI not provided for by the Agreement of which it becomes aware, including breaches of unsecured PHI as required at 45 CFR 164.410, and any security incident of which it becomes aware;
   • Check all that apply:
   • ☐ Business Associate will notify Covered Entity of the breach within thirty (30) business days
   • ☐ Business Associate will notify patient of the breach
   • ☐ Business Associate will notify HHS Office for Civil Rights of breach
5. Disclosure to Agents and Subcontractors: In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of the Zuko agree to the same restrictions, conditions, and requirements that apply to the Zuko with respect to such information
6. Designated Record Set: Zuko shall provide access, at the request of Covered Entity, to PHI in a Designated Record Set in order to meet the requirements under 45 C.F.R. § 164.524. Business Associate will forward request for access of the designated record set to Covered Entity within thirty (30) days OR Business associate will respond to request for access of the designated record set within Thirty [30] days ( Per the applicability). If Business Associate is unable to respond to request for access, the Business Associate will notify the requesting party.
7. Internal Practices, Policies and Procedures: Zuko shall make available its internal practices, books, and records, including policies and procedures and PHI, relating to the use and disclosure of PHI received from, or created or received by Zuko on behalf of, Covered Entity available to the Covered Entity and to the Secretary of Health and Human Services (“Secretary”) for purposes of the Secretary determining Covered Entity’s compliance with the Privacy Rule and the HITECH Act.
8. Accounting for Disclosures: Zuko agrees to maintain the information required to provide an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528 and to make this information available to the Covered Entity upon the Covered Entity’s request in order to allow the Covered Entity to respond to an Individual’s request for accounting of disclosures.
9. Security Obligations: Zuko shall implement appropriate safeguards as are necessary to prevent the use or disclosure of PHI otherwise than as permitted by the Underlying Agreement or this HIPAA Addendum including, but not limited to, administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Covered Entity’s electronic PHI as required by 45 C.F.R. Sections 164.308, 164.310, and 164.312, as amended from time to time. Zuko shall ensure that any agent, including a subcontractor, to whom it provides such electronic PHI, agrees to implement reasonable and appropriate safeguards to protect it. Zuko shall comply with the policies and procedures and document requirements of the Privacy Rule including, but not limited to, 45 C.F.R. Section 164.316. Zuko agrees to report promptly to the Covered Entity any security incident of which it becomes aware.
10. Breach Pattern or Practice by Covered Entity: If Zuko knows of a pattern of activity or practice of the Covered Entity that constitutes a material breach or violation of the Covered Entity’s obligations under the HIPAA Addendum, Zuko must take reasonable steps to cure the breach or end the violation. If the steps are unsuccessful, Zuko must terminate the Underlying Agreement, if feasible, or if termination is not feasible, report the problem to the Secretary.

4. PERMITTED USES AND DISCLOSURES BY ZUKO

1. Permitted Uses and Disclosures: Except as otherwise limited in this HIPAA Addendum, Zuko may use or disclose PHI to perform functions, activities, or services for or on behalf of the Covered Entity as specified in the Underlying Agreement provided. Such use or disclosure would not violate the Privacy Rule including, but not limited to, each applicable requirement of 45 C.F.R. § 164.504(e) and the HITECH Act if done by the Covered Entity.
2. Use for Management and Administration: Except as otherwise limited in this HIPAA Addendum, Zuko may use PHI for the proper management and administration of Zuko or to carry out the legal responsibilities of Zuko.
3. Disclosure for Management and Administration: Except as otherwise limited in this HIPAA Addendum, Zuko may disclose PHI for the proper management and administration of the Zuko, provided that disclosures are Required by Law or Zuko obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential, and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies Zuko of any instances of which it is aware in which the confidentiality of the information has been breached.
4. Minimum Necessary: Zuko (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. Zuko understands and agrees that the definition of “minimum necessary” is subject to change from time to time and shall keep itself informed of guidance issued by the Secretary with respect to what constitutes “minimum necessary.”
5. Data Aggregation: Except as otherwise limited in this HIPAA Addendum, Zuko may use PHI to provide Data Aggregation services related to health care operations to the Covered Entity as permitted by 45 C.F.R. §164.504(e)(2)(i)(B).
6. Report Violations of Law: Zuko may use PHI to report violations of law to appropriate Federal and State authorities consistent with 45 C.F.R. §164.502(j)(1).

5. PROVISIONS FOR COVERED ENTITY TO INFORM BUSINESS ASSOCIATE OF PRIVACY PRACTICES AND RESTRICTIONS

1. Notice of Privacy Practices: The Covered Entity shall notify Zuko of any limitation(s) in the notice of privacy practices of the Covered Entity under 45 C.F.R. § 164.520, to the extent that such limitations may affect Zuko’s use or disclosure of PHI.
2. Changes in Permission: The Covered Entity shall notify Zuko of any changes in, or revocation of, permission by an Individual to use or disclose his or her PHI, to the extent that such changes may affect Zuko’s use or disclosure of PHI.
3. Notification of Restrictions: The Covered Entity shall notify Zuko of any restriction to the use or disclosure of PHI that Covered Entity has agreed to or is required to abide by under 45 C.F.R. § 164.522, to the extent that such restriction may affect Zuko’s use or disclosure of PHI.
4. Permissible Requests by Covered Entity: The Covered Entity shall not request Zuko to use or disclose PHI in any manner that would not be permissible under the Privacy Rule and the HITECH Act if done by Covered Entity. Exceptions if certain provisions are made; Data aggregation, Management and administration and Legal responsibilities of Zuko (one or more may apply).

6. TERM AND TERMINATION

1. Term: The Term of this HIPAA Addendum shall be effective as of the first day that the Covered Entity provides PHI to Zuko and shall terminate when all of the PHI provided by the Covered Entity to Zuko, or created or received by Zuko on behalf of the Covered Entity, is destroyed or returned to the Covered Entity, or if it is infeasible to return or destroy PHI, protections are extended to such information in accordance with the termination provisions in this Section.
2. Termination for Cause: Zuko authorizes termination of this Agreement by the Covered Entity, if the Covered Entity determines Zuko has violated a material term of the Agreement:
   1. Provide 60 days advance written notice specifying the nature of the breach or violation to Zuko. Zuko shall have 60 days from the date of the notice in which to remedy the breach or violation. If such corrective action is not taken within the time specified, this HIPAA Addendum and the Underlying Agreement shall terminate at the end of the 60 day period without further notice or demand
   2. Immediately terminate this HIPAA Addendum and the Underlying Agreement if Zuko has breached a material term of this HIPAA Addendum and cure is not possible
   3. Report the violation to the Secretary if neither cure of the breach nor termination of this HIPAA Addendum and the Underlying Agreement are feasible
3. Obligation of Zuko Upon Termination:
   1. Upon termination of this HIPAA Addendum or the Underlying Agreement, for any reason, Zuko shall return or destroy all PHI received from Covered Entity, or created,maintains or received by Zuko on behalf of Covered Entity. This provision shall apply to PHI that is in the possession of subcontractors or agents of Zuko. Zuko shall retain no copies of the PHI
   2. Upon termination of this Agreement for any reason, Zuko, with respect to PHI received from Covered Entity, or created, maintained, or received by Zuko on behalf of the Covered Entity, shall:
      1. Retain only that PHI which is necessary for Zuko to continue its proper management and administration or to carry out its legal responsibilities;
      2. Return to the Covered Entity [or, if agreed to by covered entity, destroy] the remaining PHI that the Zuko still maintains in any form
      3. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI to prevent use or disclosure of the PHI, other than as provided for in this Section, for as long as Zuko retains the PHI
      4. Not use or disclose the PHI retained by Zuko other than for the purposes for which such PHI was retained and subject to the same conditions set out at which applied prior to termination
      5. Return to Covered Entity [or, if agreed to by covered entity, destroy] the PHI retained by Zuko when it is no longer needed by Zuko for its proper management and administration or to carry out its legal responsibilities
   3. In the event that Zuko determines that returning or destroying PHI is not feasible, Zuko shall notify Covered Entity in writing of the conditions that make return or destruction infeasible. If return or destruction of the PHI is infeasible, Zuko shall extend the protections of this HIPAA Addendum to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Zuko maintains such PHI

7. MISCELLANEOUS IN ADDITION TO TERMS AND CONDITIONS

1. Regulatory References: A reference in this HIPAA Addendum to a section in the Privacy Rule or the HITECH Act means the section as in effect or as amended.
2. No Third Party Beneficiaries: Nothing in this HIPAA Addendum shall be considered or construed as conferring any right or benefit on a person not party to this HIPAA Addendum nor imposing any obligations on either Party hereto to persons not a party to this HIPAA Addendum.
3. Amendments: Zuko reserves the right to change the terms and conditions of this HIPAA Addendum at any time. Zuko will notify the Covered Entity of any material changes to this HIPAA Addendum by sending the Covered Entity an e-mail to the last e-mail address the Covered Entity provided to Zuko or by prominently posting notice of the changes on Zuko’s website. Any material changes to this HIPAA Addendum will be effective upon the earlier of thirty (30) calendar days following Zuko’s dispatch of an e-mail notice to the Covered Entity or thirty (30) calendar days following Zuko’s posting of notice of the changes on its website. These changes will be effective immediately for new Zuko Clients. Please note that at all times the Covered Entity is responsible for providing Zuko with its most current e-mail address. In the event that the last e-mail address that the Covered Entity has provided Zuko is not valid, or for any reason is not capable of delivering to the Covered Entity the notice described above, Zuko’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. If the Covered Entity does not agree with the changes to this HIPAA Addendum, the Covered Entity must notify Zuko prior to the effective date of the changes that the Covered Entity wishes to terminate its subscription to the applicable Zuko services. Continued use of the Zuko services following notice of such changes shall indicate the Covered Entity’s acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
4. Interpretation: The provisions of this HIPAA Addendum shall prevail over the provisions of any other agreement that exists between the Parties that may conflict with, or appear inconsistent with, any provision of this HIPAA Addendum, the Privacy Rule or the HITECH Act.
5. No Third Party Beneficiaries: The Business Associate and Covered Entity do not intend, nor does anything expressed or implied in this Agreement intend to confer, upon any person other than the Business Associate and Covered Entity and their respective successor or assigns, any rights, remedies, obligations or liabilities whatsoever.
6. Independent Contractor: The Business Associate is performing services pursuant to the Agreement and for all purposes hereunder, the Business Associate’s status shall be that of an independent contractor.