Terms and Conditions
In consideration of the terms, conditions, and mutual covenants set forth herein, and intending to be legally bound hereby, the patient ("Patient"), the health care provider ("Ordering Provider") placing an order for clinical laboratory testing and Jura Health (“JH”) agree as follows:
1. This test requisition form shall constitute the complete and exclusive statement of the agreement between Ordering Provider and JH with respect to the Services (“Agreement”). Ordering Provider’s placement of an Order constitutes acceptance of the Agreement. The Agreement may only be modified pursuant to written agreement by authorized representatives of JH and Ordering Provider. To the extent that Ordering Provider’s purchase order or other document provided by Ordering Provider to JH, if any, conflicts with the Agreement, the Agreement shall control and such different, additional, or conflicting terms are hereby rejected. Ordering Provider waives the right to assert that matters of contract interpretation should be construed against the drafter.
2. Upon JH’s receipt of a completed test requisition form (“Order”), any related information, and specimens in the required format (“Specimens”), JH shall provide testing and results reporting to Ordering Provider in accordance with JH’s established procedures (“Services”). The Services include return of results and reporting as specified in the applicable Order. JH will maintain and make available such records and specimens related to the Services in conformity with applicable laws and regulations. Services shall be furnished at a CLIA licensed and CAP accredited laboratory contracted by JH, and in accordance with applicable state and federal law and regulations, and JH’s policies and procedures. JH makes no representation that its Services procedures and methods satisfy any FDA, HHS, international, or state law requirements for device studies, trials, or human subjects’ research. Ordering Provider acknowledges that not all specimens may be of adequate quantity or quality to be successfully tested. If JH determines a specimen does not meet the quality criteria established by JH for the test, JH will notify Ordering Provider. Ordering Provider will have the option to replace the specimen or proceed with the testing of such specimen.
3. For cash payment the Patient agrees to pay the full amount of The Order within sixty (60) days of the invoice date. Failure to do so will result in applicable late fees and interest charges in the amount of 1.5% per month. If paid by the Ordering Provider, Ordering Provider and JH agree the Fees represent fair market value for the Services, have been negotiated in an arms’ length transaction, and have not been determined in any manner with regard to the volume or value of any potential business or referrals generated between them. The Ordering Provider agrees to comply with all applicable Medicaid regulations and requirements for services provided to Medicaid beneficiaries. Payment for such services will be determined in accordance with the rates and policies established by Medicaid. The Patient is responsible for any co-payments, deductibles, or non-covered services as defined by Medicaid. The JH will submit claims directly to Medicaid for reimbursement on behalf of the Patient and will not bill the Patient for any amount exceeding the Medicaid-approved rates, except for amounts expressly permitted by Medicaid regulations.
4. The Agreement shall commence on the date the Order is received by JH (“Effective Date”) and continue in full force for a one (1) year (“Term”), unless earlier terminated. Any party may terminate the Agreement early by providing sixty (60) days written notice of termination to the other party. Upon termination by Ordering Provider for any reason, JH shall cease further processing of any specimens; provided that, Patient or Ordering Provider shall continue to be responsible for paying test Fees for completed Services. Upon termination by JH for any reason, JH shall complete processing of any Services requested prior to the effective date of such termination, unless JH terminated the Agreement due to Ordering Provider’s failure to timely pay invoices when due. If a Laboratory Services Agreement (“LSA”) is subsequently entered into between Ordering Provider’s Organization and JH the LSA (together with the test requisition form) shall apply with respect to any Orders submitted aer the effective date of the LSA while these Terms and Conditions (together with the test requisition form) shall continue to apply to any Orders submitted prior to the effective date of the LSA.
5. To the extent applicable, in the performance of the Agreement the parties shall abide by all state and federal laws and regulations governing the confidentiality, privacy, and security of medical information and/or personally identifiable information (“Patient Information”). JH agrees to employ physical, technical, and administrative controls consistent with HIPAA standards to ensure the confidentiality, integrity, and privacy of Patient Information. In addition, each party shall treat as confidential all non-public information not already in its possession and disclosed by the other party in connection with the Agreement (“Confidential Information”), and shall only disclose such Confidential Information (i) to those individuals who need to use it in performance of the Agreement, (ii) as authorized by the disclosing party, or (iii) as required by law. This obligation regarding Confidential Information shall survive for a period of five (5) years following termination of the Agreement. Either party may request return or destruction of Confidential Information at any time, in its discretion and at its sole expense.
6. Ordering Provider shall indemnify, defend and hold harmless JH, its affiliates, subsidiaries, parent company, directors, officers, employees, professional staff, and agents, against any loss, cost, damage, award, liability, claim, counterclaim, judgment or expense of every kind including injury to person or property (including reasonable attorneys’ and other consultancy fees and court costs) arising out of Ordering Provider’s obligations under the Agreement, the negligent use of the Services including test results provided by JH, and Ordering Provider’s gross negligence or willful misconduct.
7. Other Uses of Data: De-identified data and/or sample may be used for future test development/improvement, test validation, as well as laboratory quality control and regulatory compliance purposes.
8. Neither Ordering Physician or JH will hire, arrange for or contract with any individual or entity that is suspended, excluded, or otherwise debarred from participation in a state or federal health care program, or a program that receives federal funding for the provision of items or services for which payment may be made by a federal or state health care program. Each party shall comply with the provisions of Title VII of the Civil Rights Act of 1964 (42 U.S.C. 2000 an amended by the Equal Opportunity Act of March 24, 1972, Public Law No. 92-261), Title I and Title V of the Americans with Disabilities Act of 1990 (“ADA”) (42 U.S.C. § 12101 as amended by the ADA Amendments Act of 2008, Public Law No. 110-325), the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (“VEVRAA”) (38 U.S.C. § 4212 as amended by the Jobs for Veterans Act of 2002, Public Law No. 107-288) and as applicable the California Fair Employment and Housing Act (Cal. Gov. Code § 12900) in that neither party shall discriminate against any individual with respect to his or her compensation, terms, conditions, or privileges of employment; or discriminate in any way that would deprive or intend to deprive any individual of employment opportunities or otherwise adversely affect his or her status as an employee because of such individual’s race, color, religion, sex, national origin, age, disability, protected veteran status, medical condition, or marital status.
9. Without the prior written consent of the other party, no party may assign or transfer its rights, duties or obligations hereunder, except to (i) a successor by merger or sale of substantially all of its business to which the Agreement relates, or (ii) an affiliate or subsidiary, under common ownership and control with the assigning party. Additionally, JH may engage subcontractors hereunder as necessary while assuming full responsibility for them and their compliance with the terms of this Agreement. Any attempted assignment, transfer or delegation in violation of this provision shall be void and of no effect. Ordering Provider and JH are independent contractors. Neither party shall have the power or authority to bind, nor to obligate the other party, except as may be expressly set forth in the Agreement. The failure of a party to insist upon strict adherence to any term hereof on any occasion shall not be considered a waiver or deprive that party of the right thereafter to that term or any other term hereof. If any of the terms hereof shall be held unenforceable, the remainder of the terms hereof shall nevertheless remain in full force and effect. All notices required or permitted hereunder shall be deemed given when delivered by hand, mailed, first class postage prepaid, to either party at its address appearing on the Order or to such other address as said party may have designated in writing. JH shall not be liable for costs incurred by Ordering Provider if JH’s failure to perform hereunder arises out of causes beyond the control and without the fault or negligence of JH, including but not limited to acts of God, acts of Ordering Provider, acts of government, fires, floods, epidemics, strikes, or freight embargoes. The Agreement shall not be construed as creating any rights or benefits in any third party, including Ordering Provider’s patients. Paragraphs 2, 4, 6, 7, 8, and 11 shall survive termination of the Agreement.
10. To the extent the Agreement is subject to Section 1861(v)(I)91) of the Social Security Act, JH agrees to make available upon written request of the Secretary of Health and Human Services or the United States Comptroller General or their duly authorized representatives, the Agreement, and any books, documents and records of JH that are necessary to certify the nature and extent of costs incurred by Ordering Provider hereunder until the expiration of four (4) years after the last date of Services performed under the Agreement. JH agrees that if it carries out any obligations hereunder through a contract with a value of $10,000 or more over a twelve (12) month period, such contract will require the same access to records as stated herein.
11. TO THE MAXIMUM EXTENT ALLOWED BY LAW, JH DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES, WITH RESPECT TO ANY TEST RESULT, THE TESTING OF ANY SPECIMEN, OR THE USE BY ORDERING PROVIDER OF ANY TEST RESULTS PROVIDED UNDER THE AGREEMENT. ORDERING PROVIDER AGREES THAT JH SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITIES, OR COST, OF ANY KIND THAT MAY ARISE FROM OR IN CONNECTION WITH ORDERING PROVIDER’S USE OF TEST RESULTS. JH, AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH ORDERING PROVIDER’S USE OF THE SERVICES OR RESULTS, EVEN IF JH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT, EXCEPT WHERE PROHIBITED BY LAW, WILL ETHER PARTY’S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT OF FEES PAID TO JH BY ORDERING PROVIDER.