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Terms of Service

Effective date: September 29, 2026 · Last updated: September 29, 2026

1. Who we are and what these Terms cover

These Terms of Service ("Terms") are a binding agreement between you and Blue Water Billing LLC, a Michigan limited liability company ("Blue Water Billing," "we," "us," or "our"). They govern:

  • your use of bluewaterbilling.com and its pages and forms (the "Site");
  • any secure upload link we send you for a Free Review (the "Upload Portal"); and
  • your request for, and receipt of, our Free Skin Substitute Claim Readiness Review (the "Free Review").

These Terms do not govern our paid billing, revenue cycle management, credentialing, or other services. Those are governed only by a separate written agreement signed by you and us (a "Services Agreement"). If a Services Agreement conflicts with these Terms, the Services Agreement controls.

The following are part of these Terms by reference: our Privacy Policy, our Cookie Policy, and Appendix A (Business Associate Addendum), which applies whenever you send us protected health information for a Free Review.

2. Accepting these Terms

You accept these Terms when you submit a form on the Site, book a call, request a Free Review, or send us documents through the Upload Portal. Your use of the Site is also subject to these Terms. If you do not agree, please do not use the Site or send us anything.

Business use only. The Site is for health care providers, practice owners, practice staff, and other professionals acting on behalf of a business. It is not intended for patients or consumers. If you are a patient with a question about a bill, please contact your provider's office directly.

Who is agreeing. When you use the Site or request a Free Review for a practice or other organization, you accept these Terms on that organization's behalf and confirm that you are authorized to do so. In that case, "you" means the organization, not you personally. If you are not acting for an organization, "you" means you. You must be at least 18 years old.

United States only. The Site and the Free Review are offered to practices located in the United States. We may decline requests from outside the United States.

3. Changes to these Terms

We may update these Terms from time to time. When we do, we will post the new version on this page and change the "Last updated" date. If a change is material, we will make reasonable efforts to give notice, for example with a notice on the Site or an email to the address you gave us.

Changes apply from the date they are posted and only going forward. They do not apply to a dispute that arose before the change, or to a Free Review you requested before the change, unless you agree otherwise. Updated Terms apply to forms you submit and Free Reviews you request after the change is posted.

4. Site content is general information, not advice

Content on the Site, including material about CMS rules, local coverage determinations (LCDs), skin substitute and cellular/tissue-based product (CTP) payment changes, coding, and documentation, is general information. It is not legal, medical, clinical, coding, compliance, reimbursement, tax, or financial advice, and it is not tailored to your practice.

  • Rules change often. Medicare, Medicare Administrative Contractors (MACs), Medicare Advantage plans, and commercial payers update coverage policies, LCDs, fee schedules, and billing guidance frequently. Content on the Site may be out of date when you read it. Always confirm the current rule with the payer or official source.
  • Payers decide coverage and payment. Only a payer can decide whether a claim is covered and how much it pays. Nothing on the Site promises a coverage decision, payment amount, approval or denial rate, or the outcome of any appeal, audit, or review.
  • Your clinicians decide care. Nothing on the Site is meant to influence clinical decisions. Treatment decisions belong to licensed providers, based on each patient's needs and never on billing or reimbursement considerations.
  • Past results are not a promise. Statements about our team's experience and past work describe what we have done. They do not guarantee similar results for your practice.
  • No client relationship until you sign. Using the Site, contacting us, booking a call, or receiving a Free Review does not make you a client for our paid services, and it does not create a fiduciary or other professional relationship. A client relationship begins only when you and we sign a Services Agreement. The Free Review itself is governed by these Terms, and any patient information you send is protected under Appendix A.

5. The Free Skin Substitute Claim Readiness Review

The Free Review is a no-cost, no-obligation check of 3–5 recent skin substitute claims or clinical notes for billing and documentation readiness. You receive a written readout, targeted within 5 business days after we receive a complete packet.

5.1 Who can request one. The Free Review is available to privately owned health care practices in the United States and their authorized staff. We may decline, limit (for example, one Free Review per practice every 12 months), pause, or end the offer at any time, including when we are at capacity. If we cannot take your request, we will tell you. You are responsible for confirming that your organization's policies allow it to accept a free service.

5.2 What you send, and how. Send 3–5 recent skin substitute claims or clinical notes, plus any related records you choose to include (for example, wound measurements, conservative care notes, or vascular assessments). Send them only through the Upload Portal. Never send them through a Site form, regular email, text message, or chat. Send only the records needed for the claims you want reviewed. Claims not yet submitted give the most useful results; if you send claims that have already been paid, see Section 5.6. Before you send any document that contains patient information, Section 6 and Appendix A apply.

5.3 Timing. We aim to deliver your readout within 5 business days (Monday through Friday, excluding U.S. federal holidays) after we receive a complete, readable packet. If records are missing or unreadable, we may ask for more, and the 5 days start again when we receive them. This timing is a target, not a guarantee. We send readouts using a method designed to protect patient information.

5.4 What you receive. Your written readout may include:

  • the payer coverage policy we believe applies to each claim's date of service, such as a Medicare Local Coverage Determination;
  • our assessment of how well the documentation supports each claim under that policy;
  • documentation gaps and denial risks we identify; and
  • suggested next steps, such as documentation for your providers to review or records to gather.

Our billing team reviews the readout before we send it.

5.5 What the Free Review is not.

  • It is not a coverage determination, prior authorization, or prediction of payment. Our assessments reflect the policy we believe applies and the documents you sent, and they do not predict whether or how much a payer will pay.
  • It is not an audit, legal opinion, compliance certification, or coding certification. It does not satisfy any compliance program, audit, or attestation requirement, and it covers only the documents you send.
  • It reflects payer policy as we understand it on the date of review. The coverage information we use is a dated snapshot, and payers change their policies. Verify every finding against the payer's current policy before you submit a claim.
  • It does not include claim submission, contact with payers or patients, appeals, or access to your practice management or EHR systems.
  • It is not clinical advice.

5.6 Your claims and records remain your responsibility. You and your providers are solely responsible for your medical records, the codes and claims you submit, and every decision to submit, hold, correct, or appeal a claim. Suggested language is a prompt for your providers to consider, not text to copy into a record.

A record may be amended only to reflect care that was actually provided, and only in a way that meets Medicare and payer rules. Medicare requires amendments, corrections, and delayed entries to be clearly and permanently identified as such, dated, and attributed to their author, with all original content kept, and its reviewers disregard entries that do not meet these rules (Medicare Program Integrity Manual, ch. 3, §3.3.2.5). We will never ask you to backdate a record or add documentation for a service that was not performed.

If a finding concerns a claim that has already been paid, it may be information about an overpayment. Federal law may require you to report and return an identified Medicare overpayment within 60 days (42 CFR 401.305), and other payers have their own rules. Those decisions, and any reports or refunds, are yours to make.

5.7 Free means free. We will not invoice you for the Free Review, and you have no obligation to hire us. We may contact you about the results and our services as described in Section 8, and you can opt out at any time.

5.8 Using your readout. The readout is yours to keep. You may copy it and use it within your practice, including sharing it with your staff and advisers. Please do not publish or resell it, or present it as a certification or endorsement by us. We keep all rights in our methods, templates, and tools, including BlueCheck AI, and in our general know-how.

5.9 Confidentiality. We treat the documents you send, and non-public information about your practice, as confidential. We use them to perform the Free Review, to discuss its results and our services with you as our Privacy Policy describes, and as required by law. Patient information is used only as Appendix A permits.

6. Patient health information

Patient information should reach us only through the Upload Portal, where Appendix A protects it.

6.1 No patient information through the Site. Do not enter protected health information ("PHI," as defined under HIPAA) in any Site form, the scheduling tool, a general email address, or a text message. That includes patient names, dates of birth, member or record numbers, and clinical details. These channels are not set up to receive PHI. If PHI reaches us through any of them, we will not use it for the Free Review, we will take reasonable steps to delete it, and we will handle it as Appendix A requires.

6.2 The Upload Portal. After you request a Free Review, we email you a link to the Upload Portal. It is the only channel for clinical documents. The link is for your practice only, so please do not forward or post it.

6.3 Business Associate Addendum. When a HIPAA covered entity, or a business associate of one, sends us PHI for a Free Review, we act as its business associate, and Appendix A (Business Associate Addendum) governs how we handle that PHI. By uploading documents that contain PHI, you accept Appendix A for the organization you represent and confirm that you are authorized to do so. Appendix A takes effect when you accept it or first send us PHI, whichever is earlier, and we keep a record of the upload date and the version of Appendix A in effect.

  • If your organization requires its own business associate agreement, contact us before you upload. If you and we sign a separate agreement, it replaces Appendix A.
  • If you prefer not to create a business associate relationship, send only documents de-identified under HIPAA's standard at 45 CFR 164.514. Removing dates and other identifiers may limit what we can review.

6.4 Your responsibilities for what you send. By sending documents, you confirm that:

  • you are authorized to disclose them to us for this purpose under HIPAA and any stricter state law;
  • you are sending only the minimum information needed for the claims you want reviewed; and
  • you have removed, or obtained any required patient consent for, information that carries extra legal protection. Examples include substance use disorder treatment records covered by 42 CFR Part 2, psychotherapy notes, and records covered by stricter state laws (such as HIV, genetic testing, or mental health information).

You remain responsible for your own obligations as a covered entity, including your Notice of Privacy Practices.

6.5 Security. We use administrative, technical, and physical safeguards designed to protect PHI, consistent with the HIPAA Security Rule. No method of transmission or storage is completely secure. If a security incident affects PHI you sent us, we will notify you as described in Appendix A.

6.6 Retention and deletion. We keep uploaded documents and working files only as long as we need them to complete the Free Review and discuss it with you, then securely destroy them as Appendix A describes. If you become a client, your Services Agreement governs them instead. We may keep a copy of your readout to document our work; any patient information in it stays protected under Appendix A, and we destroy it when we no longer need it for that purpose. We keep patient information longer only as Section A.9 of Appendix A allows.

6.7 Other information. Information that is not PHI, such as your name, work email, and practice details, is handled as described in our Privacy Policy.

7. BlueCheck AI

BlueCheck AI is the documentation review tool our team uses to prepare Free Review readouts. It assists our billing team; it does not make coverage or billing decisions.

7.1 What it does. BlueCheck AI reads the documents you upload and compares the documentation against the payer coverage policy we identify, to help our team find gaps and risks.

7.2 People make the calls. Our billing team reviews BlueCheck AI's output and decides what goes into your readout.

7.3 Its limits. AI tools can misread a document, miss information, or apply the wrong policy, and scanned or handwritten pages are more error-prone. The policy information BlueCheck AI uses may not reflect a payer's latest changes, so check findings against the payer's current policy. BlueCheck AI does not submit claims, and it is not for clinical decision-making or a substitute for provider judgment or a payer's coverage decision.

7.4 How your documents are used. We use the documents you send only to perform your Free Review and as Appendix A permits. BlueCheck AI may run on third-party services, which handle any PHI as Appendix A requires.

7.5 No access to the tool. The Free Review gives you a readout, not access to BlueCheck AI. You may not attempt to access, test, probe, copy, or reverse engineer it.

8. Communications

We contact you by email, phone, and text only about your request and our services, and you can opt out at any time.

8.1 How we contact you. When you submit a form, request a Free Review, or book a call, you agree that we may contact you at the email address and phone number you provide. We will contact you about your request, your Free Review, scheduling, and our services. Please give us only work contact details you are authorized to use. We do not make autodialed or prerecorded marketing calls or texts to you without your prior express written consent.

8.2 Text messages. We send text messages only if you have separately agreed to receive them or, if you text us first, only to reply to you. Agreeing to texts is never a condition of receiving a Free Review. Message and data rates may apply, and message frequency varies. Reply STOP to stop texts or HELP for help.

8.3 Opting out. You can stop marketing emails with the unsubscribe link in any of them. You can stop calls or texts by telling us in any reasonable way, including replying STOP or emailing contact@bluewaterbilling.com. We honor opt-outs promptly and within the time the law requires. After you opt out of marketing, we may still send messages needed to complete a Free Review you requested or to answer a question you asked.

8.4 Electronic communications and signatures. You agree to receive notices, agreements, and other communications from us electronically. You agree that your electronic acceptance of these Terms and Appendix A is your signature and that you intend to be bound by it, under the federal E-SIGN Act (15 U.S.C. 7001 et seq.) and Michigan's Uniform Electronic Transactions Act (MCL 450.831 et seq.). Please keep your own copies.

9. Acceptable use

You may use the Site only for lawful business purposes and as these Terms allow. You agree not to:

  • give false or misleading information, impersonate anyone, or request a Free Review for an organization you are not authorized to represent;
  • send PHI or other data you do not have the right to share, or send PHI through any channel other than the Upload Portal;
  • upload malware or any file designed to harm or disrupt systems;
  • scrape, crawl, or harvest the Site or its contact details, or use bots or scripts to access the Site or submit forms;
  • probe, scan, or test the Site for vulnerabilities, or bypass any security, access, or spam-prevention control;
  • interfere with the Site's operation, including by sending excessive requests;
  • copy, frame, or mirror the Site, or use its content to build a competing product or service or to train AI models;
  • request a Free Review to study or copy our methods for a competing billing service; or
  • use the Site in a way that violates any law, including HIPAA, anti-spam, and privacy laws.

10. Our intellectual property

The Site and its content, design, text, graphics, and logos, and BlueCheck AI, belong to Blue Water Billing or its licensors and are protected by intellectual property laws. "Blue Water Billing," "BlueCheck AI," and our logos are our trademarks.

We give you a limited, revocable, non-exclusive, non-transferable permission to view and print Site pages for your internal business use. We grant no other rights. Other names and marks on the Site, including CMS and Medicare, belong to their owners, and their mention does not imply endorsement. CPT® is a registered trademark of the American Medical Association.

11. What you send us

You keep ownership of the information and documents you send us. You give us a limited permission to use, copy, and process them only to respond to you, perform your Free Review, operate the Site, and for the other purposes described in these Terms and our Privacy Policy. Patient information is used only as Appendix A permits. You are responsible for what you send.

If you share ideas or suggestions about the Site or our services, we may use them without any obligation to you.

12. Third-party services and links

Some parts of the Site and the Free Review use third-party services, such as a scheduling tool and a secure file transfer service. Those providers' own terms and privacy policies may also apply when you use them. The Site may link to other websites, such as CMS or payer pages. We do not control those sites and are not responsible for their content or practices. This Section does not limit our responsibility under Appendix A for service providers that handle PHI.

13. Privacy and cookies

Our Privacy Policy explains how we collect, use, and share personal information. Our Cookie Policy explains the cookies and similar technologies we use and your choices. You can change your cookie choices at any time through the "Cookie preferences" link in the Site footer. If your browser sends a Global Privacy Control signal, we treat it as a choice to turn off optional cookies; our Privacy Policy explains what we still share with Google for ad measurement.

14. Disclaimers

THE SITE, ITS CONTENT, AND THE FREE REVIEW ARE PROVIDED "AS IS" AND "AS AVAILABLE," FREE OF CHARGE. TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

We do not promise that the Site will be uninterrupted, error-free, or free of harmful components. We do not promise that the Free Review will find every issue, that its findings are complete or correct, or that any payer will cover or pay any claim. Some jurisdictions do not allow certain warranty disclaimers, so some of these may not apply to you.

15. Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS:

  • NEITHER WE NOR OUR MEMBERS, EMPLOYEES, OR CONTRACTORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, DENIED, REDUCED, OR RECOUPED CLAIMS, PAYER OR GOVERNMENT PENALTIES, OR AUDIT COSTS, ARISING FROM THE SITE, THE FREE REVIEW, OR THESE TERMS, EVEN IF WE WERE TOLD THEY WERE POSSIBLE.
  • OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM THE SITE, THE FREE REVIEW, OR THESE TERMS IS LIMITED TO ONE HUNDRED U.S. DOLLARS ($100), EXCEPT THAT FOR CLAIMS ARISING FROM OUR BREACH OF APPENDIX A, OUR TOTAL LIABILITY IS LIMITED TO $25,000.

These limits apply whatever the legal theory, including contract, tort, negligence, and statute. The first limit does not exclude reasonable, documented costs of legally required breach notification and credit monitoring caused by our breach of Appendix A; those costs count toward the Appendix A limit. These limits do not apply to liability for our gross negligence, willful misconduct, or fraud, or to any liability that cannot be limited by law. Nothing in this Section limits our duty to give any breach notification that Appendix A or the law requires.

16. Indemnification

You will defend, indemnify, and hold harmless Blue Water Billing and its members, employees, and contractors from any third-party claim, penalty, loss, or expense, including reasonable attorneys' fees, arising from:

  • documents or information you send us without the legal right or authorization to do so, including PHI;
  • PHI you send through any channel other than the Upload Portal;
  • your violation of these Terms or of any law; or
  • the claims you submit, the records you create or change, and your other billing decisions.

This Section does not apply to the extent a claim is caused by our breach of these Terms or Appendix A, or by our negligence or willful misconduct.

We will tell you promptly about any claim covered by this Section and cooperate reasonably, at your expense. You may not settle a claim in a way that imposes an obligation on us without our written consent.

17. Governing law and disputes

Michigan law governs these Terms, and disputes go to the Oakland County state courts or the federal court for the Eastern District of Michigan, after a 30-day attempt to settle informally.

17.1 Governing law. These Terms, and any dispute about the Site or the Free Review, are governed by the laws of the State of Michigan and applicable federal law, without regard to conflict-of-law rules.

17.2 Talk to us first. Before filing any claim, send a written description of the dispute to contact@bluewaterbilling.com. Both sides will try in good faith to resolve it within 30 days.

17.3 Where disputes are heard. Any lawsuit must be brought only in the state courts located in Oakland County, Michigan, or the United States District Court for the Eastern District of Michigan. You and we consent to the personal jurisdiction of those courts. Either side may still ask any court with jurisdiction for an injunction to stop misuse of the Site, intellectual property, or confidential information.

17.4 Jury trial waiver. TO THE FULLEST EXTENT THE LAW ALLOWS, YOU AND WE EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ABOUT THESE TERMS, THE SITE, OR THE FREE REVIEW.

17.5 Individual claims only. To the fullest extent the law allows, claims may be brought only on an individual basis, not as a plaintiff or class member in any class, collective, or representative action.

17.6 Time limit. Any claim about the Site, the Free Review, or these Terms must be filed within one year after the person bringing it knew or should have known of it, unless the law requires a longer period. The 30-day period in Section 17.2 pauses this deadline. A claim not filed in time is permanently barred.

18. Suspension and termination

We may suspend or end your access to the Site, or decline or stop a Free Review, at any time, including if you violate these Terms. Sections that by their nature should continue after that point will continue, including Sections 4 through 7, 9 through 17, and 19, and Appendix A for as long as we hold any PHI you sent.

19. General terms

  • Entire agreement. These Terms, together with our Privacy Policy, Cookie Policy, and Appendix A, are the entire agreement between you and us about the Site and the Free Review. They replace any earlier statements on those subjects. A Services Agreement controls for paid services. Appendix A, or a separately signed business associate agreement, controls over these Terms for anything involving PHI.
  • Assignment. You may not transfer these Terms without our written consent. We may transfer them as part of a merger, acquisition, or sale of our business or assets.
  • Severability. If any part of these Terms is found unenforceable, it will be enforced to the maximum extent allowed and the rest will stay in effect.
  • No waiver. Our failure to enforce any part of these Terms is not a waiver of our right to enforce it later.
  • Events beyond our control. We are not responsible for delays or failures caused by events beyond our reasonable control, such as outages of third-party services, natural disasters, or government action.
  • Relationship. You and we are independent parties. These Terms do not create a partnership, joint venture, employment, or agency relationship.
  • No third-party beneficiaries. No one other than you and us has rights under these Terms, except the people Sections 15 and 16 protect.
  • Interpretation. Headings are for convenience only. "Including" means "including without limitation."
  • Notices. We may send notices to the email address you gave us. Send notices to us at the contact details below.
  • Accessibility. If you have trouble using any part of the Site, contact us and we will provide the information another way.

20. Contact us

Blue Water Billing LLC
805 Oakwood Drive, Suite 125
Rochester, MI 48307
Email: contact@bluewaterbilling.com
Phone: see our Contact page

Appendix A. Business Associate Addendum

This Addendum applies when a HIPAA covered entity, or a business associate of one (either, "Practice"), sends Blue Water Billing LLC ("Business Associate") protected health information for a Free Review. It is part of the Terms and controls if it conflicts with them. Terms used but not defined here have the meanings given in HIPAA's rules at 45 CFR Parts 160 and 164. "PHI" means protected health information that Business Associate creates, receives, maintains, or transmits from or on behalf of Practice, however received. If Practice is itself a business associate, this Addendum is a subcontractor agreement under 45 CFR 164.502(e)(1)(ii).

A.1 Permitted uses and disclosures. Business Associate may use and disclose PHI only:

  1. to perform the Free Review and communicate its results to Practice;
  2. for its proper management and administration or to carry out its legal responsibilities, as 45 CFR 164.504(e)(4) permits, provided any disclosure for these purposes is required by law, or is made under written assurances that the recipient will keep the PHI confidential, use it only for the purpose disclosed, and report any breach of confidentiality to Business Associate; and
  3. as required by law.

Business Associate will limit its uses, disclosures, and requests to the minimum necessary. Except as item 2 above permits, it will not use or disclose PHI in a way that would violate Subpart E of 45 CFR Part 164 if done by Practice, and it will not sell PHI or use it for marketing.

A.2 Safeguards. Business Associate will use appropriate administrative, physical, and technical safeguards, and comply with Subpart C of 45 CFR Part 164 for electronic PHI, to prevent any use or disclosure not permitted by this Addendum.

A.3 Reporting. Business Associate will report to Practice:

  • any use or disclosure of PHI not permitted by this Addendum of which it becomes aware, including any Breach of Unsecured PHI as required by 45 CFR 164.410; and
  • any Security Incident of which it becomes aware.

Business Associate will make these reports without unreasonable delay. It will report a Breach of Unsecured PHI no later than 60 calendar days after discovery, with the information 45 CFR 164.410 requires as it becomes available.

This Section is standing notice to Practice of ongoing unsuccessful attempts to breach security, such as pings, port scans, and blocked log-in attempts, that do not result in unauthorized access to PHI; no further report of those is required. Business Associate will mitigate, to the extent practicable, any harmful effect of a use or disclosure that violates this Addendum.

A.4 Subcontractors. Business Associate will ensure that any subcontractor that creates, receives, maintains, or transmits PHI on its behalf agrees in writing to the same restrictions, conditions, and requirements that apply to Business Associate under this Addendum, including compliance with Subpart C of 45 CFR Part 164 for electronic PHI.

A.5 Individual rights. Business Associate does not expect to hold PHI in a Designated Record Set for a Free Review. To the extent it does, it will, within a reasonable time after Practice's request and in time for Practice to meet its own obligations, make that PHI available for access under 45 CFR 164.524, and make it available for amendment and incorporate any amendment Practice directs under 45 CFR 164.526. Whether or not it holds a Designated Record Set, Business Associate will document its disclosures of PHI and, within a reasonable time after Practice's request, make available the information Practice needs to provide an accounting of disclosures under 45 CFR 164.528. It will promptly forward to Practice any request for access, amendment, or an accounting that it receives directly from an individual.

A.6 Practice's duties and HHS access. To the extent Business Associate carries out any of Practice's obligations under Subpart E of 45 CFR Part 164, it will comply with the requirements of that Subpart that apply to Practice. Business Associate will make its internal practices, books, and records relating to PHI available to the Secretary of HHS for purposes of determining compliance with HIPAA.

A.7 Practice's responsibilities. Practice will:

  • send only the minimum PHI necessary for the Free Review;
  • tell Business Associate of any limitation in its Notice of Privacy Practices, any restriction it has agreed to, and any change in or revocation of an individual's permission that affects Business Associate's use or disclosure of PHI; and
  • not ask Business Associate to use or disclose PHI in any way that would not be permitted under HIPAA if done by Practice.

A.8 Term and termination. This Addendum begins when Practice accepts it or first sends PHI, whichever is earlier, and continues until all PHI is returned or destroyed under Section A.9. Practice may terminate this Addendum, and the Free Review, if it determines that Business Associate has violated a material term of this Addendum and Business Associate does not cure the violation within the reasonable time Practice specifies in written notice, or immediately if cure is not possible. Business Associate may terminate on the same basis if Practice violates a material term.

A.9 Return or destruction. When PHI is no longer needed for the Free Review, and in any event when this Addendum ends, Business Associate will return or destroy all PHI, including PHI held by its subcontractors, and keep no copies, except as follows. If Practice becomes a client, PHI covered by the business associate agreement that comes with the Services Agreement is governed by that agreement. Business Associate may keep (a) PHI it needs for its proper management and administration or to carry out its legal responsibilities, such as a copy of the readout that documents its work, and (b) PHI whose return or destruction is infeasible, such as PHI in backups that are overwritten in the ordinary course. For any PHI it keeps, Business Associate will extend the protections of this Addendum and limit further uses and disclosures to those purposes, for as long as it keeps the PHI.

A.10 Other terms. If HIPAA changes in a way that affects this Addendum, it will be read to comply with the change. Business Associate may amend this Addendum by posting a revised version only as needed to comply with a change in HIPAA; any other change applies to PHI already received only if Practice agrees in writing. Any ambiguity will be resolved in favor of a meaning that permits compliance with HIPAA. Section 15 of the Terms (Limitation of liability) applies to this Addendum. If Practice and Business Associate sign a separate business associate agreement, that agreement replaces this Addendum. This Addendum survives for as long as Business Associate holds any PHI.

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