This Business Associate Agreement (“BAA”), effective from the date it is electronically confirmed and accepted by you (the “Effective Date of the BAA”), is established between BrainCert Inc. (“BrainCert”, “we”, or “us”) and the party that electronically consents to or otherwise agrees to or opts into this BAA (“Customer”, or “you”).
You have engaged in one or more service agreements with us (individually and collectively referred to as an “Agreement”), which cover the usage of our comprehensive LMS platform, online testing capabilities, virtual classroom features, and other related services, detailed at www.braincert.com (the “Service”). This BAA modifies the terms of the Agreement to accurately represent both parties' rights and obligations regarding the management and safeguarding of your Protected Health Information (as defined later in this document) within the scope of the Agreement. If you are accepting this BAA on behalf of the Customer, in a role such as an employee, consultant, or representative, you confirm that you have the required authority to legally bind the Customer to this BAA.
This BAA is specifically applicable to the processing of Protected Health Information (PHI) by BrainCert when acting for the Customer, who is functioning either as a Covered Entity or a Business Associate.
Acknowledging the mutual benefits of this agreement, the parties hereby agree to the following terms:
For the purpose of this Business Associate Agreement (BAA), the following capitalized terms shall be understood as described below. Any capitalized term used but not explicitly defined in this document will assume the meaning attributed to it by HIPAA.
The Customer declares and guarantees the following:
This Business Associate Agreement (BAA) becomes effective as of the BAA Effective Date and will remain active until either: (i) the associated Agreement concludes or expires, or (ii) this BAA is terminated as outlined in Section 5.
The Customer has the right to terminate this BAA through written notice if BrainCert significantly breaches any term of this BAA and does not remedy the breach within thirty (30) days after receiving written notification. Conversely, BrainCert may terminate this BAA with a written notice if the Customer: (i) imposes limitations that adversely affect BrainCert's ability to fulfill its responsibilities under the Agreement; (ii) consents to limitations that elevate BrainCert’s operational costs under this BAA or the Agreement; or (iii) fails to uphold its HIPAA obligations. Both parties can also mutually agree to terminate this BAA.
Should the Customer reasonably conclude that BrainCert has not met its obligations under this BAA, the Customer may suspend all further disclosures of PHI to BrainCert, in addition to other rights outlined in this BAA, until the issue is resolved.
Upon the termination of this BAA, BrainCert, following the Customer's direction, will either return or destroy all PHI that was received from, created by, or received on behalf of the Customer, ensuring no copies are retained. However, if BrainCert finds it impractical to return or destroy such PHI, the stipulations of this BAA will persist post-termination. In such cases, BrainCert will continue to use or disclose the retained PHI strictly in compliance with legal requirements.
No individual or entity outside the parties to this BAA is entitled to benefits under it.
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