Texas
Medical Association Prior Authorization Story Submission Agreement
Thank you for your interest in sharing your story with the Texas
Medical Association (“TMA”). The terms and conditions (the “Terms”) of the Prior
Authorization Story Submission Agreement (the “Agreement”) contained herein
shall govern the submission of your story (the “Work”) to us. By submitting
your Work to us, please understand that you expressly accept all Terms
contained herein in full, and these Terms apply in full force. Please do not submit your Work to TMA if
you have any objections to the Terms of this Agreement. Instead, if you have
any objections or questions regarding these Terms, please contact us:
Email
Contact:
knowledge[at]texmed[dot]org
Mailing Contact:
Texas Medical Association
Attention:
TMA Knowledge Center
401
W. 15th St., Ste. 100
Austin,
TX 78701
The following Terms apply to the submission of your Work to TMA
and are effective on the date of submission:
1. Copyright
Ownership. If we select your story,
we want to be able to share it to inform others. To do so, in exchange for TMA
reviewing, editing, and/or publishing the Work, effective upon the date of submission
of your Work to TMA, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, we ask that you agree to
hereby transfer to TMA full and exclusive ownership throughout the world of all
rights, titles, and interests, in and to the Work, including but not limited to
the right to edit, modify, publish, republish, transmit, sell, distribute, or
otherwise use the work, in whole or in part, in all media of expression now
known or later developed, and to license and permit others to do so. TMA shall
have the right to register copyright to the Work in its name as claimant,
whether separately or as a part of another medium in which the Work is
included. All copies of the Work made in accordance with this Agreement shall
prominently include a copyright notice that states the copyright year and
copyright ownership by TMA:
© XXXX [year] Texas Medical
Association.
2. Sole
Discretion. We appreciate your submission and hope to be able to share your
Work. However, there are many factors involved in carefully selecting stories
to share. By submitting your Work to us, we want you to understand that TMA has
sole discretion to use the Work, including but not limited to, substantially
editing, modifying, or selling, or distributing the Work. Further, in TMA’s
sole discretion, we may choose not to publish the Work.
3. Use of
Author’s Information. We may want to use some information about you if we
choose your Work. By submitting your Work to us, you agree that TMA may use your
name, photo, information and likeness in connection with promoting
or advertising the Work and any adaptation thereof, in any medium in which the
Work is included. To allow us to do this, we ask that you agree to release TMA,
its directors, officers, employees, members, affiliates, agents, successors and
assigns from any claim based on a right of publicity or privacy for use of your
information in accordance with this Agreement.
4. Author’s Representations
and Warranties. We want Work that is yours. By submitting your Work to TMA,
you represent and warrant to the best of your knowledge, belief, and expertise
that: (a) you are the sole author and sole holder of all rights in the Work; (b)
you have not previously assigned, pledged, or otherwise encumbered the Work; (c)
the Work is original to you; (d) the Work has not been previously submitted for
publication (unless the prior submission has been rejected unconditionally); (e)
the Work has not been published elsewhere, accepted for publication elsewhere,
and is not pending acceptance or being considered for publication elsewhere; (f)
the Work does not violate or infringe on any copyright or other personal or
property rights of any third parties; (g) the Work contains nothing libelous or
contrary to law; (h) any scientific knowledge contained in the Work is true and
accurate; (i) you have obtained written consent as required for the use of any
third-party copyrighted or unpublished material contained in the Work and will
deliver such consent to TMA; (j) you have the full power to enter into this
Agreement and to make the grants, representations, and warranties contained
herein; and (k) your Work complies with state and federal laws, including, to
the extent applicable, the Health Insurance Portability and Accountability Act
of 1996 (“HIPAA”) and its implementing regulations (the Privacy Rule, the
Security Rule, and the Breach Notification Rule, collectively the “HIPAA Rules”)
and the Texas Medical Records Privacy Act.
Please understand that TMA is not a Business Associate, as defined
by 45 CFR §160.103, of yours for purposes of or related to this Agreement. By submitting your Work, you represent and
warrant to the best of your knowledge that you have not included (and will not
include) any Protected Health Information (“PHI”), as defined by 45 CFR §160.103, in the Work unless you have obtained any
consent and/or authorization that may be required by HIPAA rules or any other
applicable state or federal law, prior to furnishing TMA with the Work. We ask that you promptly notify TMA of
any changes in, or revocation of, the permission by an individual to use or
disclose his or her PHI, to the extent that such changes may affect TMA’s use
or disclosure of the PHI.
Unless you have obtained all necessary authorizations
and/or consents that permit PHI to be disclosed to TMA and used and/or
disclosed by TMA as specified in this Agreement, please comply with HIPAA’s safe harbor
de-identification requirements, as specified 45 C.F.R. § 164.514, which are
available here prior to
submission of the Work to TMA.
For your convenience, HIPAA information related to required
disclosure authorization for marketing can be found here and in 45
C.F.R. § 164.508. The Texas Medical Records Privacy Act also has requirements
relating to consent for marketing, which can be found here, Texas
Health and Safety Code § 181.152.
5. Release,
Liability Limitation, and Indemnification. So we can share stories like
yours, to protect TMA, our employees, and our members, we ask you to agree to
the following release, limitation on damages, and indemnification provisions:
a. Release. YOU HEREBY EXPRESSLY WAIVE, RELEASE, AND
DISCHARGE ANY AND ALL CLAIMS, DEMANDS, OR CAUSES OF ACTION AGAINST TMA, ITS
OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, AFFILIATES, SUCCESSORS, AND
ASSIGNS (COLLECTIVELY, THE “TMA PARTIES”), INCLUDING ANY CLAIMS FOR PERSONAL
INJURY, DEATH, PROPERTY DAMAGE, ANY CLAIM IN TORT (INCLUDING NEGLIGENCE
(WHETHER SOLE, JOINT, OR CONCURRENT), GROSS NEGLIGENCE, OR STRICT LIABILITY),
OR ANY OTHER CLAIMS, DEMANDS, OR CAUSES OF ACTION, REGARDLESS OF THE LEGAL
THEORY, THAT MAY HEREAFTER ACCRUE THAT ARISE OUT OF, ARE INCIDENT TO, OR RESULT
FROM THE AGREEMENT.
b. Limitation of Liability. TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TMA PARTIES WILL NOT BE
LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL,
PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS
(REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), WHETHER ARISING OUT OF
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, OR STRICT
LIABILITY), OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE OR BREACH OF
THIS AGREEMENT), REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER YOU
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c. Indemnification. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD
HARMLESS THE TMA PARTIES FROM AND AGAINST ALL LOSSES, DAMAGES, COSTS, EXPENSES
(INCLUDING REASONABLE LEGAL COSTS, EXPENSES, AND ATTORNEYS’ FEES) AND
LIABILITIES INCIDENT TO CLAIMS, DEMANDS, CAUSES OF ACTION, OR ENFORCEMENT
ACTIONS BROUGHT BY OR ON BEHALF OF ANY PERSON OR ENTITY, WHICH CLAIMS, DEMANDS,
CAUSES OF ACTION, OR ENFORCEMENT ACTIONS IN ANY WAY ARISE OUT OF, ARE INCIDENT
TO, OR RESULT FROM THE AGREEMENT, INCLUDING
ANY CLAIMS, DEMANDS, CAUSES OF ACTION, OR ENFORCEMENT ACTIONS THAT IN ANY WAY
ARISE OUT OF, ARE INCIDENT TO, OR RESULT FROM, WHETHER IN WHOLE OR IN PART,THE NEGLIGENCE (WHETHER SOLE, JOINT, OR
CONCURRENT) OF A TMA PARTY.
6. Changes to Terms. We may need to update these Terms from time-to-time. We reserve
the right, at TMA’s sole discretion, to modify or replace
these Terms at any time. If we determine a revision is material, we will make
reasonable efforts to provide at least 30 days' notice to you prior to any new
terms taking effect.
7. Arbitration
and Attorneys’ Fees. If for some reason an issue arises under this
Agreement, any controversy or claim between the parties arising out of or
relating to this Agreement, or the breach thereof, shall be settled by
arbitration administered by the American Arbitration Association (AAA) under
its Commercial Arbitration Rules. The number of arbitrators shall be one. The
parties shall agree on the arbitrator, or if an agreement cannot be reached,
the AAA shall have discretion to choose an arbitrator. The place of arbitration
will be in Travis County, Austin, Texas. Texas law shall apply without regard
to conflicts of law principles. Judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. In the event any action
or proceeding is initiated against TMA, TMA shall be entitled to recover (in
addition to all other remedies provided by law) its attorney’s fees and costs
incurred in such action or proceeding.
8. Miscellaneous.
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, with respect to such subject matter This Agreement is
for the sole benefit of the parties hereto and their respective successors and
permitted assigns, and nothing herein, express or implied, is intended to or
will confer upon any third party any legal or equitable right, benefit, or
remedy of any nature whatsoever, under or by reason on this Agreement. If any
part of this Agreement is declared or held invalid for any reason, the
invalidity of that part will not affect the validity of the remainder of this
Agreement, which will continue in force and effect and be construed as if the
Agreement had been executed without the invalid part. Any rights or obligations
of the parties in this Agreement which, by their nature, should survive
termination or expiration of this Agreement will survive any such termination
or expiration. The failure or
any delay on the part of a party to exercise any right, remedy, power or
privilege under this Agreement shall not operate as a waiver thereof, nor shall
any single or partial exercise of any right, remedy, power or privilege
preclude any other or further exercise of the same or of any right, remedy,
power or privilege. Further, the waiver of any right, remedy, power or
privilege with respect to any occurrence shall not be construed as a waiver of
such right, remedy, power or privilege with respect to any other occurrence. No
waiver shall be effective unless it is in writing and is signed by the party
asserted to have granted such waiver.
9.
We may contact you. By providing TMA your contact information, you
permit us to contact you about your submission. If you do not want TMA to
contact you about your submission, please email us at carra[dot]benson[at]texmed.org.