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My Junna Privacy Policy

Thank you for choosing to be part of our user community at My Junna, LLC, doing business as My Junna and Junna Care (“Junna”, “we”, “us”, or “our”). We are committed to protecting your personal information and your right of privacy. If you have any questions or concerns about our policy, or our practices with regards to your personal information, please contact us at support@myjunna.com.

When you visit our website https://myjunna.com or https://myjunna.net and use our software services, you trust us with your personal information. We take your privacy very seriously. In this privacy notice, we describe our privacy policy. We seek to explain to you in the clearest way possible what information we collect, how we use it and what rights you have in relation to it. We hope you take some time to read through it carefully, as it is important. If there are any terms in this privacy policy that you do not agree with, please discontinue use of our Sites and our services.

This privacy policy applies to all information collected through our My Junna websites and application sites and/or any related services, sales, marketing or events-related websites (w refer to them collectively in this privacy policy as the “Sites”). Please read this privacy policy carefully as it will help you make informed decisions about sharing your personal information with us.

WHAT INFORMATION DO WE COLLECT?

Personal information you disclose to us.

We collect personal information that you provide to us such as name, address, contact information, passwords and security data, and payment information.

We collect personal information that you provide to us such as name, address, contact information, passwords and security data and payment information.

We collect personal information that you voluntarily provide to use when expressing an interest in obtaining information about us or our products and services, when participating in activities on the Sites (such as posting messages in our client communication platform or entering other client or business-related data) or otherwise contacting us.

The personal information that we collect depends on the context of your interactions with us and the Sites, the choices you make and the products and features you use. The personal information we collect can include the following:

Name and Contact Data. We collect your first and last name, email address, postal address, phone number, and other similar contact or demographic information.
Credentials. We collect passwords, password hints and similar security information used for authentication and account access.
Payment Data. We collect data necessary to process your payment if you subscribe to our services, such as your payment instrument number (such as a credit card number), and the security code associated with your payment instrument All payment data is stored by our payment processor and you should review its privacy policies and contact the payment processor directly to respond to your questions.

All personal information that you provide to us must be true, complete and accurate, and you must notify us of any changes to such personal information.

Information automatically collected

Some information – such as IP address and/or browser and device characteristics – is collected automatically when you visit our Sites. We automatically collect certain information when you visit, use or navigate the Sites.

This information does not reveal your specific identity (like your name or contact information) but may include device usage information, such as your IP address, browser and device characteristics, operating system, language preferences, referring URLs, device name, country, location, information about. How and when you use our Sites and other technical information. This information is primarily needed to maintain the security and operation of our Sites, and for our internal analytics and reporting purposes. Like many businesses, we also collect information through cookies and similar technologies.

HOW DO WE USE YOUR INFORMATION?

We process your information for purposes based on legitimate business interests, the fulfillment of our contract with you, compliance with our legal obligations, and/or your consent.

We use personal information collected via our Sites for a variety of business purposes described below. We process your personal information for these purposes in reliance on our legitimate business interests (“Business Purposes”) and/or for compliance with our legal obligations (“Legal Reasons”). We indicate specific processing grounds we rely on next to each purpose listed below.

We use the information we collect or receive:

To facilitate account creation and logon process with your Consent. If you choose to link your account with us to a third-party account (such as your Google or Facebook account), we use the information you allowed us to collect from those third parties to facilitate account creation and login processes.
To send you marketing and promotional communication for Business Purposes and to communicate new features and/or bugs. You may opt-out of our marketing emails at any time.
To send administrative information to you for Business Purposes or Legal Reasons. We may use your personal information to send you product, service and new feature information and/or information about change to our terms, conditions and policies.
Fulfill and manage your orders pursuant to our Master Service and License Agreement. We may use your information to fulfill and manage our statements of work, subscriptions orders, payments, refunds, made through the Sites.
Deliver targeted advertising to you for our Business Purposes. We may use your information to develop and display content and advertising (and work with third parties who do so) tailored to your interests and/or location and to measure its effectiveness.
Request Feedback for our Business Purposes and/or for Legal Reasons. We may use your information as part of our efforts to keep our Sites safe and secure (for example, for fraud monitoring and prevention).
To enable user-user communication with your Consent. We may use your information in order to enable user-to-user communication with each user’s consent.
To enforce our terms, conditions and policies for Business Purposes and/or Legal Reasons.
To respond to legal requests. If we receive a subpoena or other legal request, we may need to inspect the data we hold to determine how to respond.
For other Business Purposes. We may use your information for other Business Purposes, such as data analysis, identifying usage trends, determining the effectiveness of our promotional campaigns and to evaluate and improve our Sites, products, services, marketing and your experience

WILL YOUR INFORMATION BE SHARED WITH ANYONE?

We only share information with your consent, to comply with laws, to protect your rights, or to fulfill business obligations.

We only share and disclose your information in the following situations:

Compliance with Laws. We may disclose your information where we are legally required to do so in order to comply with applicable law, government requests, a judicial proceeding, court order, or legal process, such as in response to a court order or subpoena (including in response to public authorities to meet national security or law enforcement requirements).

Vital Interests and Legal Rights. We may disclose your information where we believe it is necessary to investigate, prevent, or take action regarding potential violations of our policies, suspected fraud, situations involving potential threats to the safety of any person and illegal activities, or as evidence in litigation in which we are involved.

Business Transfers. We may share or transfer your information in connection with, or during negotiations of, any merger, sale of company assets, financing, or acquisition of all or portion of our business to another company.

Third-Party Advertisers. We may use third-party advertising companies to serve ads when you visit the Sites. These companies may use information about your visits to our Website(s) and other websites that are contained in web cookies and other tracking technologies in order to provide advertisements about goods and services of interest to you.

With your Consent. We may disclose your personal information for any other purpose with your consent.

DO WE USE COOKIES AND OTHER TRACKING TECHNOLOGIES?

We may use cookies and other tracking technologies to collect and store your information.

We may use cookies and similar tracking technologies (like web beacons and pixels) to access or store information.

DO WE USE GOOGLE MAPS?

Yes, we use Google Maps for the purpose of providing better service.

This website, mobile application, or Facebook application uses Google Maps APIs. You may find the Google Maps APIs Terms of Service here. To better understand Google’s Privacy Policy, please refer to this link.

By using our Maps API Implementation, you agree to be bound by Google’s Terms of Service. You agree to allow us to obtain or cache your location. You may revoke your consent at anytime.

HOW LONG DO WE KEEP YOUR INFORMATION?

We keep your information for as long as necessary to fulfill the purposes outlined in this privacy policy unless otherwise required by law.

We will only keep your personal information for as long as it is necessary for the purposes set out in this privacy policy, unless a longer retention period is required or permitted by law (such as tax, accounting or other legal requirements). NO purpose in this policy will require us keeping your personal information for longer than 2 years.

When we have no ongoing legitimate Business Purpose to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.

HOW DO WE KEEP YOUR INFORMATION SAFE?

We aim to protect your personal information through a system of organizational and technical security measures.

We have implemented appropriate technical and organizational security measures designed to protect the security of any personal information we process. However, please also remember that we cannot guarantee that the internet itself is 100% secure. Although we will do our best to protect your personal information, the download of transmission of personal information to and from our Sites is at your own risk. You should only access the services within a secure environment.

DO WE COLLECT INFORMATION FROM MINORS?

We do not knowingly collect data from or market to children under 18 years of age.

We do not knowingly solicit data from or market to minors. By using the Sites, you represent that you are at least 18 or that you are the parent or guardian of such a minor and consent to such minor dependent’s use of the Sites. If we learn that personal information from users less than 18 years of age has been collected, we will deactivate the account and take reasonable measures to promptly delete such data from our records. If you become aware of any data we have collected from minors please contact us at support@myjunna.com.

WHAT ARE YOUR PRIVACY RIGHTS?

You may review, change, or terminate your account at any time.

Cookies and similar technologies: Most Web browsers are set to accept cookies by default. If you prefer, you can usually choose to set your browser to remove cookies and to reject cookies. If you choose to remove cookies or reject cookies, this could affect certain features or services of our Site.

DO CALIFORNIA RESIDENTS HAVE SPECIFIC PRIVACY RIGHTS?

Yes, if you are a resident of California, you are granted specific rights regarding access to your personal information.

California Civil Code Section 1798.83, also known as the “Shine The Light” law, permits our users who are California residents to request and obtain from us, once a year and free of charge, information about categories of personal information (if any) we disclosed to third parties for direct marketing purposes and the names and addresses of all third parties with which we shared personal information in the immediately preceding calendar year. If you are a California resident and would like to make such a request, please submit your request in writing to us using the contact information provided below.

DO WE MAKE UPDATES TO THIS POLICY?

Yes, we will update this policy as necessary to stay compliant with relevant laws.

We may update this privacy policy from time to time. The updated version will be indicated by an updated “Revised” date and the updated version will be effective as soon as it is accessible. If we make material changes to this privacy policy, we may notify you either by prominently posting a notice of such changes or by directly sending you a notification. We encourage you to review this privacy policy frequently to be informed of how we are protecting information.

HOW CAN YOU CONTACT US ABOUT THIS POLICY?

If you have questions or comments about this policy, you may email us at support@myjunna.com or mail to:

My Junna, LLC

5880 Sawmill Road, Suite 210 Dublin, OH 43017

(614) 710-4449

I have read and agree to the above terms:

Statement of Work and Fee Schedule

The Statement of Work is entered into as the effective date by and between My Junna, LLC, as an Ohio Limited Liability Company (My Junna), and “Client”. Client acknowledges and agrees it will abide by this agreement. As Junna Care provides updates the current version may change and shall be incorporated herein.

Services: My Junna shall provide the following product features and services to support the Client's authorized and licensed use of the Application. The Statement of Work includes the following
1. Home Page “Dashboard”: To include daily, weekly and monthly hours worked, number of clients, number of tasks and overdue tasks.
2. Client Page: To include clients, case notes, map view, face sheet, problems list, medications, care providers, family members, expenses, and mileage. Includes assessment area and communication area.
3. Partner Page: To include list of partners, ability to add and delete partners, give star ratings, link to partners website, link to phone number, track main contact's information. Preferred partners who pay a subscription will be differentiated in color and will already be set in the system. Client will not be able to remove the preferred partners, but Client will have the ability to change the star rating.
4. Facilities Page: Ability to add any facility and give ratings to facilities. Includes key search words.
5. Calendar Page: Basic calendar with tasks and appointments setting, including automatic sync to Google Calendar.
6. Task Page: To include tasks that are up and coming, working on, overdue and completed. Ability for admin to assign tasks to other users.
7. Files Page: Ability to create folders and add files as well as receive file uploads from external clients.
8. Invoices Page: Ability to view and create invoices as well as sync invoices with QuickBooks. QuickBooks online is recommended for optimal use. Please note, we do not currently support QuickBooks Desktop for organizations under five users.
9. Time: Ability to run report for payroll purposes or track employee time.
10. Customized Forms: For an added fee, My Junna will create Client form for use withing the system.
11. Settings: Create accounts, user management, rates, invoice and company settings.
Support Services: My Junna shall provide client with support services for My Junna software which will include: standard help desk requests sent to support@myjunna.com . Responses are guaranteed within 2 business days and My Junna shall take prompt action to commence repairs or fixes that may take longer than two business days
Customization: Requests for customization are billed out at $125 an hour. Estimates will be provided and approved by client before any custom work is done.
Fees and Payment Terms:
1. Client agrees to pay Junna according to the schedule stated herein and according to the terms and conditions contained in the Master Service and License Agreement.
2. Client will be invoiced each month on the first of the month per usage fee outlined below.
3. No services will be delivered to Client when any payment by Client is in default. Client will be responsible for all taxes, fees and other charges that may be assessed against Client in connection with payment of fees to Junna for services provided to Client hereunder.
4. In the event additional labor and/or services are performed by Junna and/or its subcontractors, My Junna will charge for its time at its then – currently hourly rate for such services.
Data Extraction:Upon termination of the License Agreement, the client will be given an opportunity to extract data, or Junna will extract Client's data into a CSV file and deliver to the Client within thirty (30) days of termination.
Cancellation: If the Client would like to cancel, they will be responsible to pay the remainder of their contract. The remaining amount will be debited on the 1st of the following month of the client’s cancellation.

Item description	Cost
"Set-up Fee"	Standard system Set up - $199 due upon signing of agreement
"Import Fee"	Each company will be allowed 2 import rounds: an initial import and final import. The initial import includes clients and case notes. The final import will include medications, new clients, case notes added from last import, and partners. Up to 100 clients, unlimited case notes on 100 clients, and up to 200 companies and 200 contacts in partners area included in “Set-up Fee”. Additional imports for clients or companies and contacts are $1 per client/company/or contact. Information imported includes: Client Name Birthdates Client mobile and home phone numbers Allergies Address Important Client Notes General Notes Billing Person Billing email and/or billing address SSN Emergency Contact: First Name, Last Name, Phone Number. Referral Source Past Case notes for these clients Medications and Diagnoses Company Resources or Referral Sources. This includes: Category of resource of source: ex.) physicians, medical equipment Company and contacts within the company
“Usage Fee”	$99 for the first user/admin per month $59 every user after the first user/admin per month 10 - 15 users special pricing of $590 flat fee per month 16 - 20 users special pricing of $790 per month 21 - 30 users special pricing of $990 a month 31 + users ask for special pricing There is no charge to add relatives. Users will be re-evaluated monthly or yearly for yearly contracts/payments. Over 10 users can opt for 10% discount to pay yearly. Rate will be locked in for one year. $20 per month if billing within the system (sending invoices and collecting payments through My Junna)
“Payment Terms”	Monthly on the first day of the month following the signed agreement unless yearly, then once a year all users will be reassessed yearly.
"Forms Fee"	Single user receives 3 free forms 2-5 users receive 5 free forms 5-10 users receive 10 free forms 10+ users receive unlimited forms For more forms, past your allotted free amount, ask for special pricing You will have 30 days to make changes once your form has been completed. Any changes that need to be made after 30 days, there will be an additional $10 fee per page.
“Training”	The first training session will be 1.5 hours and following training sessions are 1 hour. Single users receive 3 free training session redeemable within the first year of services. 2-5 users receive 4 free training sessions redeemable within the first year of services. 5-9 users receive 6 training sessions redeemable within the first year of services. 10+ users receive 8 training session redeemable within first year of services. After the first year of trainings, additional trainings are $50 per training session up to 1 hour per training. May have as many users in one training session as needed.

I have read and agree to the above terms

My Junna Business Associate Agreement

This Business Associate Agreement (“BAA”) is entered into as of the effective date by and between _____________________, an _________________ “(“Business Associate”) and My Junna, LLC, an Ohio Limited Liability Company (“Client”). Business Associate and Client may be referred to as a “Party” or “Parties”.

RECITALS

WHEREAS, Client is a covered entity or another business associate of a covered entity as dened at 45 CFR 160-103.

WHEREAS, ___________________ is a Business Associate to Client under the Health Information Portability and Accountability Act (“HIPAA”) and is entering into this Agreement to provide satisfactory assurances to Client that Business Associate will approximately safeguard all Protected Health Information (“PHI”) disclosed, used, created, maintained, transmitted, or received by Business Associate for the uses as set forth in an agreement for serrvices entered into by the Parties.

WHEREAS, it is intended that this Agreement satisfy the written agreement pursuant to the HIPAA rules, 45 C.F.R. Parts 160 and 164.

WHEREAS, Client has engaged or desires to engage Business Associate's services, which necessitates the disclosure of PHI by Client to Business Associate.

WHEREAS, This Agreement shall not alter Client's own obligations to comply with CFR 160 and 164, together with any applicable state law independently of Business Associate.

NOW THEREFORE in consideration of the mutual promises contained herein, the exchange of PHI pursuant to this Agreement, and for the other good and valuable consideration, the parties therefore agree as follows:

A. Definitions. Terms used herein, but not otherwise defined, shall have meaning ascribed by 45 C.F.R. parts 160 and 164.

Business Associate. “Business Associate” shall mean ______________[name of company] and shall have the same meaning as the term “business associate” at 45 CFR 160.103.
Covered Entity. “Covered Entity” shall mean Client and shall have the same meaning as the term “covered entity” at 45 CFR 160.103.
Designated Record Set. “Designated Record Set” shall mean a group of records maintained by or for a covered entity, as defined by HIPAA, that is: (i) the medical records and billing records about Individuals maintained by or for a covered health care provider; (ii) the enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or (iii) used, in whole or in part, by or for the covered entity to make decisions about Individuals. For purposes of this definition, the term “record” means any item, collection, or grouping of information that includes PHI and is maintained, collected, used, or disseminated by or for a covered entity.
Individual. “Individual” shall mean the person who is the subject of the Protected Health Information.
Privacy Rule. “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. parts 160 and 164, subparts A and E, as amended.
Protected Health Information (“PHI”). “Protected Health Information” shall mean individually identifiable health information that is transmitted or maintained in any form or medium and as defined in 45 CFR Part 160 and Part 164.
Required by Law. “Required by Law” shall mean a mandate contained in law that compels a use or disclosure of PHI.
Secretary. “Secretary” shall mean the Secretary of the Department of Health and Human Services or his or her Designee.
Security Rule. “Security Rule” shall mean the final rule adopting standards for the security of electronic protected health information as required by the Administrative Simplification title of the Health Insurance Portability and Accountability Act of 1996 (HIPAA). See 45 C.F.R. Parts 160, 162, and 164, 68 Fed. Reg. 8334 et seq. (Feb. 20, 2003).

B. Purposes for which PHI May Be Disclosed to Business Associate. In connection with the services provided by Business Associate to or on behalf of Covered Entity described in this Agreement, Covered Entity may disclose PHI to Business Associate for the purposes of providing services provided to Covered Entity.

C. Obligations of Covered Entity. If deemed applicable by Covered Entity, Covered Entity shall

provide Business Associate a copy of its Notice of Privacy Practices (“Notice”) produced by Covered Entity in accordance with 45 C.F.R. 164.520 as well as any changes to such notice;
provide Business Associate with any changes in, or revocation of, authorizations by Individuals relating to the use and/or disclosure of PHI, if such changes affect Business Associate's permitted or required uses and/or disclosures;
notify Business Associate of any restriction to the use and/or disclosure of PHI to which Covered Entity has agreed in accordance with 45 C.F.R. 164.522;
notify Business Associate of any amendment to PHI to which Covered Entity has agreed that affects a Designated Record Set maintained by Business Associate; and
if Business Associate maintains a Designated Record Set, provide Business Associate with a copy of its policies and procedures related to an Individual's right to: access PHI; request an amendment to PHI; request confidential communications of PHI; or request an accounting of disclosures of PHI.

D. Obligations of Business Associate. Business Associate agrees to comply with the provisions of Privacy Rule applicable to “business associates” (as defined by the Privacy Rule), including:

Use and Disclosure of PHI. Except as otherwise permitted by this Agreement or applicable law, Business Associate shall not use, disclose or make amendment to PHI except as necessary to provide its services to Covered Entity as set forth in the an agreement for services between the Parties or as expressly authorized herein, and shall not use or disclose PHI that would violate the Privacy Rule if used or disclosed by Covered Entity.
Use for Management and Administration of Business Associate. Business Associate may use and disclose PHI as necessary for the proper management and administration of Business Associate, or to carry out its agreed upon responsibilities. Business Associate shall in such cases:

(a) provide information to and require and administer appropriate safeguards of members of its workforce using or disclosing PHI regarding the confidentiality requirements of the Privacy Rule and this Agreement, including with respect to electronic storage and delivery of such PHI; and

(b) obtain reasonable assurances from the person or entity to whom the PHI is disclosed that: (a) the PHI will be held confidential and further used and disclosed only as Required by Law or for the purpose for which it was disclosed to the person or entity; and (b) the person or entity will notify Business Associate of any instances of which it is aware in which confidentiality of the PHI has been breached.
Disclosures of Non-Permitted Uses or Disclosures. Business Associate agrees, within 24 hours of discovery of a non-permitted use or disclosure, to notify the designated Privacy Officer of Covered Entity of any instances of which it is aware in which the PHI is used or disclosed for a purpose that is not otherwise provided for in this Agreement or for a purpose not expressly permitted by the Privacy Rule. Further, Business Associate agrees to cooperate with Covered Entity with respect to any investigation or claim of breach of a Privacy Rule.
De-identified Information. Business Associate may use and disclose deidentified health information, if (i) the use is disclosed to Covered Entity and permitted by Covered Entity in its sole discretion and (ii) the deidentification is in compliance with 45 C.F.R. §164.502(d), and the deidentified health information meets the standard and implementation specifications for de-identification under 45 C.F.R. §164.514(a) and (b) together with any other component of the Privacy Rule.
Safeguards. Business Associate shall maintain appropriate safeguards to ensure that PHI is not used or disclosed other than as provided by this Agreement or as Required by Law.
Minimum Necessary. Business Associate shall use reasonable efforts to use and disclose PHI only to the extent reasonably necessary to accomplish the intended purpose of the agreement for services between the Parties and in accordance with Privacy Rule.
Disclosure to Agents and Subcontractors. If Business Associate discloses PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, to agents, expert witnesses, consultants, or subcontractors, Business Associate shall require such persons to agree to the same restrictions and conditions that apply to Business Associate under this Agreement.
Individual Rights Regarding Designated Record Sets. Covered Entity shall maintain the original Designated Record Set and, therefore, it is not anticipated that Business Associate will maintain any records subject to an Individual's right to access and copy records. When notified by Covered Entity, Business Associate shall make amendments or corrections to PHI only as instructed by Covered Entity. Covered Entity shall be solely responsible to the Individual for accepting or rejecting an amendment requested by the Individual. If Business Associate maintains a Designated Record Set on behalf of Covered Entity, Business Associate will do so according to 45 CFR 164.526.
Accounting of Disclosures. Business Associate agrees to maintain an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528, and to make this information available to Covered Entity upon Covered Entity's request, in order to allow Covered Entity to respond to an Individual's request for accounting of disclosures. Such accounting is limited to disclosures that were made in the six (6) years prior to the request (not including disclosures prior to the compliance date of the Privacy Rule) and shall be provided for as long as Business Associate maintains the PHI.
Notice of Privacy Practices. If Covered Entity's Notice of Privacy Practices (“Notice”) specifically affects Business Associate's use or disclosure of PHI, Covered Entity shall inform Business Associate of the specific limitations. Business Associate shall abide by the limitations of Covered Entity's Notice that affect its use or disclosure of PHI of which it has been specifically informed. Any use or disclosure permitted by this Agreement may be amended by changes to Covered Entity's Notice if Covered Entity specifically informs Business Associate of the amendment; provided, however, that the amended Notice shall not affect permitted uses and disclosures on which Business Associate relied prior to receiving notice of such amended Notice.
Withdrawal of Authorization. Because /the use or disclosure of PHI in this Agreement is based upon an Individual's specific authorization for the use or disclosure of his or her PHI, if the Individual revokes such authorization, the effective date of such authorization has expired, or such authorization is found to be defective in any manner that renders it invalid, Business Associate shall, if it has notice of such revocation, expiration, or invalidity, cease the use and disclosure of the Individual's PHI except to the extent it has relied on such use or disclosure, or if an exception under the Privacy Rule expressly applies.

E. Term and Termination.

Term. This Agreement shall be effective as of the Effective Date and shall be terminated at the earlier of 1) written notice of termination by either party to the other, or 2) when all PHI provided to Business Associate by Covered Entity, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity.
Termination for Breach. If Covered Entity determines that Business Associate has breached the requirements of this Agreement, it may terminate this Agreement on a date specified by Covered Entity.
Effect of Termination. Upon termination of this Agreement for any reason, Business Associate agrees to return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, maintained by Business Associate in any form. If Business Associate determines that the return or destruction of PHI is not feasible due to reasons outside of the obligations imputed to Business Associate herein, Business Associate shall inform Covered Entity in writing of the reason thereof, and shall agree to extend the protections of this Agreement to such PHI and limit further uses and disclosures of the PHI to those purposes that make the return or destruction of the PHI not feasible for as long as Business Associate retains the PHI.

Miscellaneous.

No Third Party Beneficiaries. Nothing in this Agreement shall be considered or construed as conferring any right or benefit on a person not party to this Agreement nor imposing any obligations on either Party hereto to persons not a party to this Agreement.
Mitigation. If Business Associate violates this Agreement or HIPAA, Business Associate agrees to mitigate any damage caused by such breach.
Notices. Any notices pertaining to this Agreement shall be given in writing and shall be deemed duly given when personally delivered to a Party or a Party's authorized representative as listed below or sent by means of a reputable overnight carrier, or sent by means of certified mail, return receipt requested, postage prepaid. A notice sent by certified mail shall be deemed given on the date of receipt or refusal of receipt. All notices shall be addressed to the appropriate Party as follows:
If to Covered Entity, including to “Privacy Officer”:
Shanna Huber
5880 Sawmill Road, Suite 210
Dublin, OH 43017
shanna@myjunna.com
If to Business Associate:
_______________________
_______________________
_______________________
_______________________
With copy to:
_______________________
_______________________
_______________________
If to Business Associate:
Amendments. This Agreement may not be changed or modified in any manner except by an instrument in writing signed by a duly authorized officer of each of the Parties hereto. The Parties, however, agree to amend this Agreement from time to time, as necessary order to allow Covered Entity to comply with the requirements of HIPAA.
Choice of Law. This Agreement and the rights and the obligations of the Parties hereunder shall be governed by and construed under the laws of the State of Ohio, without regard to applicable conflict of laws principles.
Assignment of Rights and Delegation of Duties. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. However, neither Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding any provisions to the contrary, however, Covered Entity retains the right to assign or delegate any of its rights or obligations hereunder to any of its wholly owned subsidiaries, affiliates or successor companies. Assignments made in violation of this provision are null and void.
No Waiver. Failure or delay on the part of either Party to exercise any right, power, privilege or remedy hereunder shall not constitute a waiver thereof. No provision of this Agreement may be waived by either Party except by a writing signed by an authorized representative of the Party making the waiver.
Severability. The provisions of this Agreement shall be severable, and if any provision of this Agreement shall be held or declared to be illegal, invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect as though such illegal, invalid or unenforceable provision had not been contained herein.
Entire Agreement. This Agreement, together with the all Exhibits, Riders, and amendments, if applicable, which are fully completed and signed by authorized persons on behalf of both Parties from time to time while this Agreement is in effect, constitutes the entire Agreement between the Parties hereto with respect to the subject matter hereof and supersedes all previous written or oral understandings, agreements, negotiations, commitments, and any other writing and communication by or between the Parties with respect to the subject matter hereof. In the event of any inconsistencies between any provisions of this Agreement in any provisions of the Exhibits, Riders, or amendments, the provisions of this Agreement shall control.
Regulatory References. A citation in this Agreement to the Code of Federal Regulations shall mean the cited section as that section may be amended from time to time.
Mediation. The Parties acknowledge and agree, prior to the filing of a lawsuit, to attempt to mediate any disputes with the other Party, including issues related to the interpretation of this Agreement and any liability arising hereunder.

I have read and agree to the above terms

Master License and Service Agreement

Definitions.The following definitions shall apply to this Agreement and all related documents related to this Agreement.
1. Agreement: The term “Agreement” shall include this Agreement and all related documents related to the Client’s use of the Application, and shall include, but not be limited to, the Statement of Work (“SOW”), Privacy Policy, and any other governing document, all of which shall be deemed to be incorporated herein by reference. This Agreement shall also include any written amendment that is signed by both parties.
2. Application: The “Application” shall mean all My Junna software applications, which is a cloud-based healthcare management system licensed exclusively by Junna, and which may be amended from time to time solely by Junna, together with all services provided through the Application. The Application shall include all content of the website, source code, databases, functionality, software, website designs, audio, video, texts, photographs and graphics on any website or portal hosted by Junna, including the trademarks, service marks, and logos contained therein, and shall include all product created by Junna for Client’s use, including, but not limited to forms, esignature platforms and documents, templates, and databases.
3. Authorized User: An “Authorized User” means Client, Client’s directors, officers, contractors and employees who use the Application according to the terms and conditions of this Agreement. Each Client may only have as many Authorized Users as the number of Licensed User Fees that such Client has paid.
4. Enrolled Patient: An “Enrolled Patient” means a Client’s patient, such patient's family, healthcare providers and other third parties authorized by Client to use the Application for such Enrolled Patient's benefit. An Enrolled Patient is not a party to this Agreement and may use this Application solely under the management of an Authorized User.
5. Party, Parties: Either Junna or Client may individually be referred to herein as a “Party” or collectively as the “Parties.”
6. Product and Services: The Application includes such product features and services as listed in the SOW, which may be amended from time to time.
7. Term: The Term of this Agreement shall be as stated in Section 8, which may be extended for successive renewal terms. The initial Term together with any renewal term shall constitute the “Term” of this Agreement.
Grant of License. Junna grants Client a revocable, non-exclusive, non-transferrable, limited right to access and use the Application in accordance with the terms and conditions of this Agreement.
Service Agreement, Exclusive Right to Service. Client agrees that Junna shall have the exclusive right to provide service to Client for set-up, training and ongoing maintenance and service of the Application, subject to the fees and expenses charged by Junna for such services.
Not with standing the foregoing, Junna may consent to a Client's use of a third-party service provider, which consent shall be in writing and signed by an officer of Junna.

Junna shall provide the services as described on the SOW, subject to the fee schedule contained in the SOW.
Restrictions on Use, Prohibited Activities.Client agrees that it shall not do any of the following:
1. Distribute the Application or any of the content of the Application to any person or entity who is not an Authorized User;
2. Reverse engineer, disassemble, decipher, attempt to derive the source code of or decrypt the Application;
3. Make any modification, adaptation, improvement, enhancement, translation or derivative work from the Application;
4. Violate any applicable laws, rules or regulations in connection with use of the Application
5. Remove, alter or obscure any proprietary notice, copyright or trademark of Junna or its affiliates, partners, suppliers or the licensors of the Application
6. Use the Application for any revenue generating endeavor, commercial enterprise or other purpose for which the Application is not designed nor intended;
7. Install, use or permit the Application to exist in any copied format, or modify the Application, or make the Application available over a network or other environment (including sharing of log-in access credentials) permitting access or use by more users than the number of License User Fees Client has paid;
8. Interfere with, disrupt, or create an undue burden on the Application or the networks connected to the Application;
9. Attempt to bypass any measures of the Application that are designed to prevent or restrict access to the Application or any portion of it;
10. Circumvent, disable or otherwise interfere with security-related features of the Application, including features that prevent or restrict the use of copying content;
11. Impersonate or attempt to impersonate another Client, user, or username;
12. Engage in the automated use or mining of data from the Application;
13. Upload or attempt to upload any virus, bug, cookies, spyware, or spam to the Application;
14. Disparage, defame or slander Junna or the Application;
15. Use the Application to create a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by Junna at any time; or
16. Use any proprietary information of Junna or the Application in the design, development, manufacturing, licensing or distribution of any other application, accessory, product or devise for use with this Application.
Intellectual Property Rights.The Application, together with all content of it, is proprietary information and belongs solely to Junna. Client acknowledges and agrees that it does not own or have any right to the intellectual property rights, including trademark, copyright, patent or other rights, to the Application, except for the limited license granted to Client herein, and Client agrees not to use any such proprietary information and intellectual property for Client’s own use. Client acknowledges and agrees that all data, code, information, about the Application or that Client may acquire about Junna, its owners, officers, employees, agents is information belonging to Junna and confidential to Junna.
Client acknowledges and agrees that Junna owns and holds all rights to its base Application, together with any modifications, add-ons, and customization that Junna provides.
User Participation, Contributions and Third-Party Application Integration.
1. Enrolled Patients and Third Party Access. Client may provide access to the Application to Enrolled Patients, as defined herein, and to other third parties, such as contractors, who are necessary for the operation of Client’s business (collectively, “Third Party”). Client provides such Third Party access at Client’s sole risk. Junna does not contract with any Third Party and cannot control the conduct or govern the terms of any relationship with a Third Party. Client agrees to maintain its own agreements with Third Parties and to conduct reasonable security measures to ensure the proper use of the Application by Third Parties, according to the requirements set forth in this Agreement. Client agrees to terminate access of any Third Party who uses the Application in any manner that would be a violation of the terms of this Agreement and to immediately notify Junna of any Third Party breach affecting the Application. Further, Client shall be solely responsible for maintaining compliance with federal and state law regarding protected healthcare information and other confidential information by and between Client's Third Parties.
2. User Contributions. The Application may invite Client and its Enrolled Patients to chat, contribute to or participate in the Application, including but not limited to importing data, participation in blogs, message boards, and online forums in the form of text, writings, video, audio, photographs, graphics, and other data including polling and feedback information (Collectively, “Contributions”). Contributions may be viewed by other users of the Application and through third-party websites. Except as prohibited by federal or state law, including HIPAA, Contributions are nonconfidential and non- proprietary to Client and become a part of the Application for Junna’s full use. Junna may screen and limit any contributions as deemed appropriate by Junna. Client represents and warrants that:
  1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party;
  2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use;
  3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the site and these Terms of Use;
  4. Your contributions are not false, inaccurate or misleading;
  5. Your contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation;
  6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us);
  7. Your Contributions do not advocate the violent overthrow of any government or incite, encourage or threaten physical harm against another;
  8. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone;
  9. Your Contributions do not violate any applicable law, regulation or rule;
  10. Your Contributions do not violate the confidentiality, privacy or publicity rights of any third party;
  11. Your Contributions do not contain any confidential third party payment information, such as credit card or bank routing information;
  12. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits any person in a sexual or violent manner;
  13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap. xiv. Your Contributions do not otherwise violate, or link to material that violate any provision of these Terms of Use any applicable law or regulation.
3. Third Party Application Integration. The Application is designed to allow for certain third party application integration with other software platforms, such as Quickbooks, for any purpose, including but not limited to importing and extracting data. However, Junna in no way warrants or agrees to service the use of third party application integration. Client acknowledges and agrees that any integration of the Application with a different application is at Client's risk, and Junna in no way warrants the Application as integrated with any third party application. Further, Client warrants that it will not allow for any third party application to interfere with the proper function of the Junna Application.
User Representations. Client represents and warrants that it:
1. Is authorized and has legal capacity to enter into this Agreement, whether individually or on behalf of an entity;
2. If an entity, is in good standing with all government and tax authority;
3. Has reviewed the terms of this Agreement, together with all related documents, and has had the opportunity to engage counsel for advice prior to signing this Agreement;
4. Has directed and will continue to direct and implement policies to ensure use by employees and other Authorized Users who access the Application through Client that is compliant with this Agreement;
5. If applicable, has a HIPAA compliance policy, carries HIPAA compliance liability insurance, and maintains compliance with HIPAA and any other applicable federal or state law or regulation regarding protected healthcare information;
6. Monitors and will continue to monitor Enrolled Patients and Third Parties to ensure proper use of the Application in accordance with this Agreement;
7. Is in compliance with and will continue to comply with the User Contributions section of this Agreement.
Term and Termination.
1. Term.The Term of this Agreement shall commence on the effective date for one month and shall continue month to month thereafter. The initial Term, together with any successive renewal Terms, shall be referred to as the “Term.” Client charges shall be incurred for the entire Term, as set forth in the SOW, regardless of whether Client uses the application for the entire Term.
2. Termination.This Agreement may be terminated by Client by delivering written notice to Junna at least 30 days prior to the end of a Term, for any reason. This Agreement may be terminated immediately by Junna at any time by written notice delivered to Client. Upon termination, all access by Client, all of Client's Authorized Users and Enrolled Patients will be terminated immediately.
Payment.
1. Statement of Work:
  i. The Set-up and Service Fee (as set forth in the SOW) shall be due upon the effective date of this Agreement.
  ii. The License User Fee and Storage Fee (as set forth in the SOW) shall be due by the beginning of each month.
  iii. Hourly Services: Any work performed as an hourly service (as set forth in the SOW) shall be due by the beginning of each month.
2. Form of Payment:
  i. Junna accepts Visa, Mastercard, American Express, Discover and Business Checks
  ii. Client authorizes Junna to charge the credit card placed on file with Junna for all charges, to be charged by Junna at the time of invoice. Client acknowledges that this is a subscription and that monthly recurring charges will be charged to Client. Client agrees to provide complete and accurate account and contact information to ensure a current payment method is on file with Junna at all times.
3. Schedule of Fees. The schedule of fees in the SOW is subject to change by Junna upon notice to the Client. Any estimate provided to a Client is for informational purposes only, and Client agrees to pay for the actual services provided by Junna at the applicable rates as published in its SOW. Client agrees to pay the fees, as set forth in the schedule, on a recurring basis for each entire Term. All fees stated on the SOW are stated in U.S. dollars.
4. Late Fees and Interest. Client agrees to all late fees and interest charges to be chargedto Client as applicable in the SOW.
5. Sales Tax. All payments are subject to sales tax.
6. Sales Final. All sales are final and are not subject to refund.
Limitation of Liability. Under no circumstances shall Junna or its directors, officers, employees, contractors, agents, attorneys, affiliates, partners, suppliers, or licensors (collectively, “Junna”) be liable for any indirect, incidental, consequential, special or exemplary damages arising out of or in connection with a Client’s access or use of or inability to use or access the Application and any third party content and services, whether or not the damages were foreseeable and whether or not Junna was advised of the possibility of such damages. Further,Junna shall not be liable for any breach related to Client's obligations under HIPAA with respect to protected healthcare information.
Disclaimer of Warranties. Client acknowledges and agrees that the Application is provided on an “as is” and “as available” basis, and that Client's use of or reliance upon the Application and any third party content and services accessed thereby is at Client's sole risk and discretion. Junna hereby disclaims any and all representations, warranties and guaranties regarding the Application and third party content and service, whether express, implied or statutory, and including without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Furthermore, Junna makes no warranty that the Application will meet Client's requirements; that the Application will be uninterrupted, accurate, reliable, timely, secure or error-free; the qualify of any products, services, information or other material accessed or obtained by you through the Application will meet your expectations; or any errors in the Application will be corrected to your satisfaction.
Injunctive Relief. Client acknowledges and agrees that the protection of the Application is for the protection of Junna's core business, and that Client's misuse of the Application or breach of this Agreement would result in irreparable harm to Junna. In addition to all other damages and relief allowable by law and equity, Client agrees that, in the event of a breach of this Agreement, Junna will have the right to seek injunctive relief without notice to Client, with Client's signature hereto evidences of Client's consent to such injunctive relief. A finding of injunctive relief will in not way limit Junna's right to recover damages, costs and attorneys' fees.
Privacy Policy. Please review our Privacy Policy, which may be amended from time to time and provided to all Clients on the Application. By using the Application, you agree to be bound by the Privacy Policy. All data is deemed to be transferred in and to the U.S.
Indemnification. You agree to defend, indemnify, and hold Junna harmless from and against any loss, damage, liability, claim or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of your use of the Application or your breach of any term of this Agreement, including the representations and warranties set forth herein.
Confidentiality. In connection with this Agreement, Client may receive certain information concerning Junna and its business, which information is confidential, is proprietary and not in the public domain and constitutes trade secrets as such term is used under Ohio Law (“Confidential Information”) Confidential information includes, without limitation, the names of Clients, pricing information, financial data, methods of doing business, as well as any other information provided by Junna designated as confidential. Client agrees not to disclose to any third party any of the Confidential Information.
Non-Solicitation. Client agrees that it shall not solicit any of the other clients of Junna for a Client's own services. Client further agrees that it shall not solicit any of Junna's employees or contractors to provide services for the Client that are otherwise provided through Junna.
Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
Counterparts, electronic signature. This Agreement may be signed in as many counterpart signatures as necessary. The Parties may sign this Agreement and any modification thereto by electronic signature.
. Except for modifications by Junna as authorized herein, no modification, amendment, addition to, or termination of this Agreement shall be valid or enforceable unless in writing and signed by the Parties.
Governing Law. This Agreement and all disputes or questions arising under this Agreement shall be interpreted and decided in accordance with the laws of the State of Ohio.
Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing, addressed to the other Party at its address set forth above, and delivered via United States certified mail, return receipt requested, and also by electronic mail. Delivery of notice shall be complete upon receipt by the recipient.
Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
Severability. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in full force and effect.
Cumulative Remedies; Waiver. Any specific right or remedy set forth in this Agreement is not exclusive but is cumulative upon all other remedies available to the aggrieved Party under this Agreement or by law. The failure of a Party to enforce any of the provisions of this Agreement or to seek a remedy shall not constitute a waiver of any of its rights under this Agreement, nor a waiver or election of remedies.
Mediation. The Parties acknowledge and agree, prior to the filing of a lawsuit, to attempt to mediate any disputes with the other Party, including issues related to the interpretation of this Agreement and any liability arising hereunder.

I have read and agree to the above terms

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