END-USER LICENSE AGREEMENT
 
PLEASE READ THIS END-USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY. BY INSTALLING OR USING THE SOFTWARE THAT ACCOMPANIES THIS AGREEMENT, ANY COMPONENTS OF THE SOFTWARE, OR ANY GREATLAND WEBSITE THE APPLICATION CONNECTS WITH (ALL COLLECTIVELY AND EACH INDIVIDUALLY THE “SOFTWARE”), YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, THEN GREATLAND CORPORATION (DOING BUSINESS AS GREATLAND OR NELCO SOLUTIONS) IS UNWILLING TO GRANT YOU A LICENSE TO USE THE SOFTWARE, AND YOU MAY NOT USE THE SOFTWARE
 
1. GENERAL.
This Agreement is a legal agreement between you (either an individual or single entity) and Greatland Corporation doing business as Greatland or Nelco Solutions (“Greatland”). This Agreement governs use of the Software, which includes computer software (including any online and electronic documentation) and associated media and printed materials. This Agreement applies to updates, enhancements or other add-on components that Greatland may provide or make available to you, unless Greatland provides other terms with the update, enhancement or add-on component. THE SOFTWARE IS LICENSED, NOT SOLD.
 
2. LICENSE GRANT.
 
2.1. License. Subject to the use limitations and other terms and conditions set forth in this Agreement, and provided that you comply with all terms and conditions of this Agreement, Greatland hereby grants you a limited, nonexclusive, nontransferable and revocable license, during the Agreement term to access and use the Software in the format in which it was distributed (i.e. machine language compiled format) for your own internal business use. No license is granted for any other purpose and there are no implied licenses in this Agreement.
 
2.2. Limitations. In addition to other restrictions in this Agreement, you will not (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Software; (b) make any modification, improvement, adaptation, enhancement or derivative work from the Software; (c) violate any applicable laws, rules or regulations in connection with your access or use of the Software; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Greatland or its affiliates, partners, suppliers or the licensors of the Software; (e) use the Software for any purpose for which it is not designed or intended; (f) install, use or permit the Software to exist on more than one computer, including any mobile device; (g) distribute the Software; (h) rent or time-share the Software or make the Software available over a network or other environment permitting access or use by multiple users or devices; (i) use the Software for creating 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 Greatland; or (j) engage in any activity with the Software that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of Greatland or any third-party service provider; or (k) use any proprietary information or interfaces of Greatland or other intellectual property of Greatland in the design, development, manufacture, licensing or distribution of any Software, accessories or devices for use with the Software.
 
2.3. Title. Greatland reserves all rights not expressly granted. You understand that the license granted herein transfers neither title nor proprietary rights to you with respect to the Software.
 
2.4. Third Party Software. The Software may utilize, integrate with, receive information from, or include third party software programs and services (“Third Party Software”). You acknowledge and agree that each Third-Party Software product is the property of the respective third-party owner or licensor and that you have no right or title, nor will you assert any right or title, in the same except as expressly granted in writing by the terms and conditions of such third-party’s license or purchase agreement. All Third-Party Software provided to you under this Agreement will be used only in accordance with the applicable license from the third party and only in conjunction with Software. You acknowledge and agree that Greatland has no control over the Third Party Software and that Greatland’s ability to access and use the Third Party Software may be suspended or terminated at any time, for any reason, at the Third Party Software provider’s discretion. In the event of a conflict between the terms of this License and the terms of such open source or third party licenses, the terms of the open source or third party licenses will control with regard to your use of the relevant Third Party Software. In no event will the Software or components thereof be deemed to be “open source” or “publicly available” software.
 
3. TRANSACTIONS; USE OF INFORMATION.
 
3.1. Transactions. The Software offers you access to and use of a service that transmits certain federal and/or state tax documents on your behalf. By using the Software and associated services, you, the taxpayer, and the taxpayer’s authorized representative, authorize Greatland to transmit forms on your behalf.
 
3.2. Consent to Use Information. You agree that Greatland may track and gather data regarding your use of the Software and forms contained within the Software. Apart from such usage data, however, Greatland will not collect any personally identifiable information other than such applicable information as is necessary to file the federal and/or state tax documents. Greatland may request access to certain information stored with third-party service providers and you hereby authorize Greatland to obtain such information from such third-party service providers and provide your information to such third-party service providers. You further represent and warrant that you have the authority to provide such authorizations to the third-party service providers and Greatland. Greatland will only use any information received from third-party service providers in accordance with this Agreement. Greatland will not use any information included on tax forms filed through the Software for any purpose other than to file the information with the appropriate tax agency and maintain an archived copy of such forms for an appropriate period. For all information other than personally identifiable information included on tax forms filed through the Software, you hereby authorize and consent to collection, storage and use, by Greatland and its affiliates, partners, third-party service providers and agents, of any such information and data related to or derived from your use of the Software, and any such information or data that you provide to Greatland and its affiliates, partners and licensors (“Information”). Without limiting the generality of the foregoing, the Information will include, without limitation, the following types of information and data, in an aggregate (not user level) form: search requests, search results, patterns, data and suggestions based on user actions, and financial account balances and data. The Information will be treated as being non-confidential and nonproprietary, and Greatland assumes no obligation to protect confidential or proprietary information (other than all personally identifiable information on tax forms and other personally identifiable information) from disclosure and will be free to reproduce, use, and distribute the Information to others without restriction. Greatland will also be free to use any ideas, concepts, know-how or techniques contained in the Information for any purpose whatsoever including, without limitation, developing, manufacturing and marketing products and services incorporating such Information.
 
3.3. Data Security. Greatland will operate in conformance with its operating, security and privacy policies and will act promptly to address any nonconformance therewith identified by Greatland. At least annually and at its expense, Greatland will have a reputable independent third party conduct a review of Greatland’s operations and procedures related to the material aspects of its services. Such review will be a Type 2 conducted in accordance with the Standards for Attestation Engagements (SSAE) No. 16 and/or a Type 2 Service Organization Controls (SOC) 2 conducted in accordance with the AT section 101 using the criteria set forth in Trust Service Principles (TSP) section 100, whichever is applicable to the services provided. Notwithstanding the foregoing, you are responsible for the security of data in your possession or control.
 
3.4. Support and Consent to Remote Access. Greatland may, but is not obligated to, provide maintenance and support services related to the Software, including but not limited to responding to support requests via telephone, email, and/or online chat features. You agree and consent and grant Greatland your permission to use a web-based technology service to remotely access your computer(s) as necessary to provide requested maintenance and support services for the Software. You hereby represent and warrant that you have all necessary authority and right to grant Greatland the access rights described in this Section. You may revoke the consent granted in this Section at any time by providing written notice to Greatland and/or you may, at the time Greatland performs any such maintenance and support services, verbally deny Greatland the right to access the computer(s). You acknowledge that, in the event you revoke your consent to such remote access, Greatland may be unable to provide maintenance and support services for the Software. You further acknowledge that in the performance of any such maintenance and support services, including remote access support, Greatland may have access to information on your computer that is sensitive and/or confidential in nature. Greatland agrees that it will not access or use such information other than in the performance of the remote access support, and further agrees to use the same degree of care to protect the confidentiality of such information as it would to protect the confidentiality of its own confidential information of a similar nature, but in no event less than a reasonable degree of care.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU ASSUME AND ACCEPT ALL RISK ASSOCIATED WITH SUCH REMOTE SERVICES AND ACCESS. ANY MAINTENANCE AND SUPPORT SERVICES ARE PROVIDED BY GREATLAND “AS-IS” AND GREATLAND EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, GREATLAND MAKES NO GUARANTEES THAT IT WILL PROVIDE OR CONTINUE TO PROVIDE MAINTENANCE AND SUPPORT SERVICES FOR THE SOFTWARE, NOR DOES IT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT IT WILL BE ABLE TO OR WILL UNDERTAKE TO CORRECT ANY ERRORS OR PROBLEMS WITH THE PROPER FUNCTIONING OF THE SOFTWARE.
 
4. TERM AND TERMINATION.
This Agreement will be effective until terminated by either party by notice to the other. Greatland may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this Agreement and the rights afforded to you hereunder upon notice to you. Upon termination of this Agreement for any reason, you will immediately stop using the Software and will either destroy or return the original and all copies, in whole or in part, in any form, of the Software. You will certify such action in writing to Greatland within thirty (30) days after the termination date. Upon termination of this Agreement, those provisions that specifically provide for survival beyond expiration or termination, and all provisions, if any, regarding indemnification, limitations of liability and confidentiality will survive indefinitely.
 
5. DISCLAIMER.
THE SOFTWARE AND ANY THIRD PARTY CONTENT AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GREATLAND AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE SOFTWARE AND THIRD PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, GREATLAND AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS MAKE NO REPRESENTATION OR WARRANTY THAT (A) THE SOFTWARE OR THIRD PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SOFTWARE OR THIRD PARTY CONTENT AND SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE; (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE SOFTWARE WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (D) ANY ERRORS IN THE SOFTWARE OR THIRD PARTY CONTENT AND SERVICES WILL BE CORRECTED. GREATLAND HAS NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE SOFTWARE. YOUR USE OF OR RELIANCE UPON THE SOFTWARE AND ANY THIRD PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION.
 
6. LIMITATIONS OF LIABILITY.
YOU ACKNOWLEDGE THAT GREATLAND MAKES THE SOFTWARE AVAILABLE TO YOU ON AN AS-IS BASIS. LIKEWISE, YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL GREATLAND OR ITS AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, SAVINGS, REVENUE, OR USE, DAMAGED OR LOST FILES OR DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE, ANY THIRD PARTY CONTENT AND SERVICES, OR ANY MAINTENANCE AND SUPPORT SERVICES, INCLUDING REMOTE SUPPORT SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT GREATLAND WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE NOT HAPPY WITH THE SOFTWARE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SOFTWARE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GREATLAND'S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID FOR THE SOFTWARE OR THE SERVICES PROVIDED WITHIN THE SOFTWARE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT ALL TAX RETURNS AND REQUIRED TAX DOCUMENTS ARE FILED WITH ACCURATE INFORMATION AND THAT ALL DEPOSITS AND PAYMENTS ARE MADE.
 
7. INDEMNIFICATION.
 
7.1 You agree to indemnify, defend and hold harmless Greatland and its affiliates, partners, suppliers and licensors, and each of their respective officers, directors, agents and employees from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following: (a) your access to or use of the Software or any Third Party Content and Services, unless otherwise covered under Section 7.2; (b) your breach of this Agreement; (c) your violation of any applicable law; (d) your negligence or willful misconduct; or (e) your violation of the rights of a third party, including the infringement by you of any intellectual property right or misappropriation of any proprietary right or trade secret of any person or entity. These obligations will survive any termination of this Agreement.
 
7.2 Greatland agrees to indemnify, defend and hold you harmless from and against any claim brought by a third party alleging that the Software, as provided by Greatland and used in accordance with the terms of this Agreement, infringes upon any valid U.S. patent, copyright, trademark, trade secret, or other proprietary right of such third party.
 
7.3 As your sole and exclusive remedy for any claim arising under Section 7.2, Greatland agrees to (a) obtain for you the right to continue to use the Software; (b) modify the Software so that it no longer infringes such rights; or (c) replace the Software with non-infringing software. If the options set forth in subsections (a), (b), or (c) above are not commercially reasonable in Greatland’s sole determination, Greatland will accept return of the Software and refund to you an amount equal to the unused portion of the Software term.
 
8. GENERAL.
8.1. Governing Law. This Agreement will be governed by the laws of the State of Michigan without regard to conflicts of law principles. Any lawsuit related to this Agreement shall be brought in any state or federal court located in Kent County, Michigan, and each party hereby irrevocably agrees and consents to the exclusive jurisdiction of the state and federal courts sitting in the State of Michigan.
 
8.2. Export Control. You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction(s) in which the Software was obtained. You represent and warrant that you are not (a) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List.
 
8.3. Assignment. You may not assign, sublicense or otherwise transfer your rights, duties or obligations under this Agreement, in whole or in part, without Greatland’s express prior written consent, which Greatland may withhold for any or no reason in its sole discretion.
 
8.4. Amendments. Greatland may modify or amend the terms of this Agreement by posting a copy of the modified or amended Agreement on the Greatland EULA website, at: http://yearli.greatland.com. You will be deemed to have agreed to any such modification or amendment by your decision to continue using the Software following the date in which the modified or amended Agreement is posted on the Greatland EULA website.
 
8.5. Severability; Waiver. If any provision of this Agreement is prohibited or unenforceable by any applicable law, the provision will be ineffective only to the extent and for the duration of the prohibition of unenforceability, without invalidating any of the remaining provisions. Except as provided herein, the failure to exercise a right or require performance of an obligation under this Agreement shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.
 
8.6. Third Party Beneficiary. If you use the Software to receive information from a third-party and that third party requires Greatland to name it as a beneficiary to this Agreement, you acknowledge that such third party is a third-party beneficiary of this Agreement, subject to the terms and conditions of the agreement between Greatland and the third-party.
 
8.7. Entire Agreement. This Agreement embodies the entire agreement and understanding between Greatland and you with respect to the subject matter of this Agreement and supersedes all prior oral or written agreements and understandings relating to the subject matter of this Agreement. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.
 
8.8. Contact. You may direct questions, complaints or claims related to this Agreement or your use of the Software to Greatland at 2480 Walker Avenue, NW, Grand Rapids, MI 49544 or by phone (616) 574¬4000 or by email to greatland@greatland.com.
 
 
BUSINESS ASSOCIATE ADDENDUM
 
This Business Associate Addendum (“Addendum”) applies to transmission services Greatland or Nelco Solutions (“Greatland”) offers to its customers. When you agree with Greatland to use one of these services, this Addendum becomes part of your agreement with Greatland. Throughout this Addendum, the term “Covered Entity” refers to you, Greatland’s customer, and the term “Agreement” refers to the agreement that you accept when you choose to use one of Greatland’s transmission services.
 
1. DEFINITIONS. As used in this Addendum:
 
1.1. The term “HIPAA” shall mean the Administrative Simplification provisions in Title II, Subtitle F of the Health Insurance Portability and Accountability Act of 1996, Public Law 104-91, as amended, and all regulations promulgated thereunder including those at 45 CFR Parts 160, 162 and 164. A reference to the “Privacy Rule” refers to the regulations at 45 CFR Part164 Subpart E.
 
1.2. “PHI” shall have the same meaning as the term “protected health information” in 45 CFR § 160.103, limited to the information that Greatland accesses, creates, maintains, transfers, retains, modifies, records, stores, destroys or otherwise holds, uses or discloses on behalf of Covered Entity.
 
1.3. Terms used, but not otherwise defined, in this Addendum shall have the same meaning as defined under HIPAA.
 
2. OBLIGATIONS AND ACTIVITIES OF GREATLAND.
Greatland agrees that to the extent that it creates, maintains, receives or transmits PHI on behalf of Covered Entity, Greatland will comply with the following requirements.
 
2.1. Except as otherwise limited in this Addendum, Greatland may use or disclose PHI on behalf of or to provide the services requested by Covered Entity pursuant to Covered Entity’s Agreement with Greatland, provided that such use or disclosure of PHI would not violate the Privacy Rule if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity as communicated to Greatland. In performing such services, Greatland will comply with all Privacy Rule requirements that would apply to Covered Entity if Covered Entity were performing such services.
 
2.2. Greatland may use PHI for the proper management and administration of Greatland or to carry out its legal responsibilities and, except as otherwise limited in this Addendum disclose PHI for the proper management and administration of Greatland, provided that such disclosures are required by law or Greatland obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies Greatland of any instances of which it is aware in which the confidentiality of the information has been breached. Greatland may also provide aggregation services to Covered Entity in conformance with HIPAA requirements.
 
2.3. Greatland, including its directors, officers, employees, contractors and agents shall not use or further disclose PHI other than as permitted or required by the Agreement, this Addendum or as Required By Law. Greatland will use appropriate safeguards to prevent use or disclosure of the PHI other than as provided for by this Addendum. Greatland will report to Covered Entity any use or disclosure of the PHI not provided for by this Addendum of which it becomes aware, or of any act or omission that violates the terms of this Addendum, and will mitigate, to the extent practicable, any harmful effect that is known to Greatland of a use or disclosure by Greatland in violation of the requirements of this Addendum.
 
2.4. Greatland agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from, or created or received by Greatland on behalf of Covered Entity, agrees in writing to the same restrictions and conditions that apply through this Addendum to Greatland with respect to such information.
 
2.5. Greatland agrees to make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Greatland on behalf of Covered Entity, available to Covered Entity, or at the request of Covered Entity to the Secretary of Health and Human Services (“Secretary”) or his designee, in a time and manner designated by the Secretary, for purposes of the Secretary determining Covered Entity’s compliance with HIPAA.
 
2.6. Greatland will document disclosures of PHI necessary to permit Covered Entity to respond to an individual’s request for an accounting in accordance with 45 CFR § 164.528 and will provide such information to Covered Entity within forty (40) days of the Covered Entity’s request. If Greatland maintains information in a Designated Record Set, Greatland will also provide information upon request from Covered Entity so that Covered Entity may timely respond to requests for access under 45 CFR § 164.524 and amend PHI in accordance with 45 CFR § 164.526.
 
2.7. In the event Greatland receives a subpoena, court or administrative order or other discovery request required by law for release of PHI, Greatland will notify Covered Entity prior to release of PHI if permitted by law and respond as permitted by HIPAA.
 
2.8. Greatland will not make any communications to individuals in violation of the restrictions on marketing in 45 CFR § 164.508(a)(3) and will not directly or indirectly receive or provide remuneration in exchange for any PHI in violation of 45 CFR § 164.502(a)(5)(ii).
 
2.9. In the event Greatland maintains a Designated Record Set on behalf of Covered Entity, Greatland agrees to provide access within twenty (20) days of receipt of such request to PHI in a Designated Record Set, to Covered Entity or, if requested by Covered Entity, to an Individual in order to meet the requirements under 45 CFR § 164.524.
 
2.10. In the event Greatland maintains a Designated Record Set on behalf of Covered Entity, Greatland agrees to make any amendment(s) to PHI in a Designated Record Set that Covered Entity agrees to pursuant to 45 CFR § 164.526 at the request of Covered Entity or an Individual within twenty (20) days of receipt of such request. If Greatland provides Designated Record Sets to third parties, Greatland shall ensure such records are also amended.
 
2.11. Greatland has implemented administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of electronic PHI that Greatland processes on behalf of Covered Entity consistent with HIPAA requirements and will ensure that any agent, including a subcontractor, to whom Greatland provides electronic PHI agrees to sign a business associate agreement. Greatland will keep records of all security incidents involving PHI of which Greatland becomes aware and will report to Covered Entity all significant security incidents of which Greatland becomes aware. Security incidents do not include unsuccessful security attempts to penetrate Greatland’s computer networks or servers that are insignificant, trivial and occur on a daily basis, including, but not limited to, pings or scans.
 
2.12. Greatland will notify Covered Entity without unreasonable delay and in any event within five (5) business days of discovering an acquisition, access, use or disclosure of PHI in a manner or for a purpose not permitted by the Privacy Rule and within thirty (30) calendar days of discovery will provide Covered Entity with the identification of each individual whose PHI has been or is reasonably believed by Greatland to have been acquired, accessed, used or disclosed during such incident. In the event that a law enforcement official informs Greatland that notification to the Covered Entity would impede a criminal investigation or cause damage to national security, Greatland shall delay such notification for up to thirty days or the time specified in writing by the law enforcement official. Once Greatland has provided notice, Greatland will assist Covered Entity in assessing whether the impermissible acquisition, access, use or disclosure of PHI compromises the security or privacy of such PHI.
 
3. OBLIGATIONS OF COVERED ENTITY.
3.1. Notwithstanding the provisions in section 2.9 of this Addendum, Covered Entity understands and agrees that it is solely responsible for complying with HIPAA requirements with respect to PHI that Covered Entity processes with software provided by Greatland that is operating on systems owned or controlled by Covered Entity. Covered Entity also understands and agrees that to the extent that Covered Entity is provided access to systems operated or controlled by Greatland, Covered Entity is responsible (a) for safeguarding user IDs, passwords or any other credentials used to access such systems, and (b) for complying with Greatland’s security practices for accessing Greatland’s systems. Covered Entity will immediately notify Greatland if Covered Entity discovers a breach of security on its information systems.
 
3.2. Covered Entity shall obtain permission from Greatland before agreeing to or implementing any discretionary limitation(s) or restrictions on the use or disclosure of PHI, to the extent that such limitation may affect Greatland’s use or disclosure of PHI. Greatland shall not be required to grant permission where the additional restriction would result in additional costs or administrative burden to Greatland.
 
3.3. Covered Entity shall not request Greatland to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity, except as specifically allowed by section 2.2 of this Addendum.
 
3.4. Covered Entity warrants that it is compliant with all applicable HIPAA requirements and has the necessary authority to share PHI with Greatland so that Greatland may provide the requested services pursuant to the Agreement and this Addendum. Covered Entity further acknowledges that its indemnification obligation under the Agreement extend to Covered Entity’s obligations under this Addendum.
 
4. TERM AND TERMINATION.
 
4.1. This Addendum shall be effective as of the date Covered Entity agrees to the services in the Agreement. Upon termination of the Agreement, Greatland shall destroy PHI in its possession and require any of its subcontractors or agents to do the same. If destruction is not immediately feasible, Greatland will limit further uses and disclosures of the PHI to those purposes that make destruction infeasible. The obligations under this Addendum will terminate once the PHI has been destroyed.
 
4.2. Upon Covered Entity’s knowledge of a material breach of the terms of this Addendum by Greatland, Covered Entity shall either: (a) provide Greatland thirty (30) days to cure the breach or end the violation and terminate their relationship and this Addendum and the Agreement if Greatland does not cure the breach or end the violation within the cure period; or, (b) immediately terminate its relationship with Greatland and this Addendum and the Agreement if Greatland has breached a material term of this Addendum and cure is not possible.
 
5. MISCELLANEOUS.
 
5.1. Amendment. No provision of this Addendum may be modified except by a written document signed by a duly authorized representative of the parties; except that Greatland may amend this Addendum as necessary and appropriate to conform with any new or revised HIPAA requirements and, in the event of such an amendment, shall promptly provide notice to the Covered Entity that the Addendum has been amended.
 
5.2. Interpretation. Any ambiguity in this Addendum shall be resolved to permit the parties to comply with HIPAA. If there is any inconsistency between the language in the Agreement and this Addendum, the language in this Addendum shall control.
 
5.3. Third Party Rights. The terms of this Addendum are not intended, nor should they be construed, to grant any rights to any parties other than Greatland and Covered Entity.
 
5.4. Notice. In the event that Covered Entity is required to provide notice to Greatland, notice shall be provided in writing to: Greatland Corporation, 2480 Walker Ave. NW, Grand Rapids, MI 49501. In the event that Greatland is required to provide notice, Greatland will provide it to the contact information that Greatland has on file for the Covered Entity.
 
COVERED ENTITY’S ACCEPTANCE OF GREATLAND’S LICENSE AGREEMENT, TERMS OF USE OR OTHER AGREEMENT IN CONNECTION WITH THE SERVICES IDENTIFIED AT THE BEGINNING OF THIS ADDENDUM ALSO CONSTITUTES ACCEPTANCE OF THE TERMS OF THIS ADDENDUM AND GREATLAND’S RIGHT TO ENFORCE THE ADDENDUM.
 
Revised 12/14/2017