Business Associate Agreement

This Business Associate Agreement ("BAA") is entered into between the customer organisation named in the signature record ("Covered Entity", which may itself be a business associate of another covered entity) and GetClinic Inc., a Delaware corporation, 74 E Glenwood Ave, Unit STE 5895, Smyrna, DE 19977, United States ("Business Associate"). It forms part of the Tulparus Terms of Service or the Cloud Services Agreement (the "Agreement"). Capitalised terms used but not defined in this BAA have the meanings given in the Agreement.

1. Definitions

1.1 Terms used but not defined in this BAA, such as breach, data aggregation, designated record set, disclosure, health care operations, individual, minimum necessary, notice of privacy practices, protected health information, required by law, Secretary, security incident, subcontractor, unsecured protected health information and use, have the meanings given in the HIPAA Rules.

1.2 "HIPAA Rules" means the Privacy, Security, Breach Notification and Enforcement Rules at 45 CFR Parts 160 and 164.

1.3 "PHI" means protected health information, including genetic information, that Business Associate creates, receives, maintains or transmits on behalf of Covered Entity.

1.4 "Data Location" has the meaning given in the Data Processing Terms: the location chosen for Covered Entity's Organisation in organisation setup or in the Order Form, and shown in the Service.

2. Obligations of Business Associate

Business Associate will:

(a) not use or disclose PHI other than as permitted or required by this BAA or as required by law;

(b) use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 for electronic PHI, to prevent use or disclosure of PHI other than as provided by this BAA;

(c) report to Covered Entity any use or disclosure of PHI not provided for by this BAA of which it becomes aware, including breaches of unsecured PHI as required by 45 CFR 164.410, and any security incident of which it becomes aware, in accordance with section 4;

(d) in accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any subcontractor that creates, receives, maintains or transmits PHI on its behalf agrees to the same restrictions, conditions and requirements that apply to Business Associate;

(e) make PHI in a designated record set available to Covered Entity as necessary for Covered Entity to meet 45 CFR 164.524. The Service lets Covered Entity export a case for this purpose. If an individual makes a request directly to Business Associate, Business Associate will forward it to Covered Entity within 5 business days;

(f) make amendments to PHI in a designated record set as directed by Covered Entity under 45 CFR 164.526. The Service lets Covered Entity correct case data itself. Business Associate will forward to Covered Entity, within 5 business days, any request for amendment that it receives directly from an individual;

(g) maintain and make available the information required for Covered Entity to provide an accounting of disclosures under 45 CFR 164.528. Business Associate makes no disclosures of PHI to third parties other than those this BAA permits, and records operator access to PHI under section 6;

(h) to the extent Business Associate carries out an obligation of Covered Entity under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to Covered Entity in the performance of that obligation; and

(i) make its internal practices, books and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.

3. Permitted uses and disclosures

3.1 Business Associate may use and disclose PHI only as necessary to provide the Service to Covered Entity under the Agreement, and as Covered Entity directs through its use and configuration of the Service.

3.2 Business Associate may use PHI for its proper management and administration or to carry out its legal responsibilities, and may disclose PHI for those purposes only if the disclosure is required by law, or Business Associate obtains reasonable assurances from the recipient that the PHI will be held confidentially, used or further disclosed only as required by law or for the purposes for which it was disclosed, and that the recipient will notify Business Associate of any breach of confidentiality of which it is aware.

3.3 Business Associate will use, disclose and request only the minimum necessary PHI, consistent with Covered Entity's minimum necessary policies.

3.4 Business Associate will not:

(a) use or disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity, except as sections 3.2 and 3.5 allow;

(b) provide data aggregation services relating to Covered Entity's health care operations, except where Covered Entity enables case matching with other organisations under the Network Agreement;

(c) de-identify PHI for its own purposes, or use PHI to train or improve models, unless Covered Entity enables research and training and accepts the Research and Training Addendum;

(d) sell PHI, or use or disclose it for marketing; or

(e) give a covered person, as defined in 28 CFR 202.211, access to PHI.

3.5 Covered Entity authorises Business Associate to make the disclosures that Covered Entity itself initiates through the Service: exports, reports, integrations and, where Covered Entity enables it, case matching.

4. Breaches and security incidents

4.1 Business Associate will notify Covered Entity of a breach of unsecured PHI without unreasonable delay and in any case within 48 hours after discovery, and of any other use or disclosure not provided for by this BAA within 5 business days after discovery.

4.2 The first notice contains what is known. Within 10 business days after discovery, or as soon as the information is available, Business Associate will provide the identity of each individual affected, where it can be determined, and the other information Covered Entity needs to meet 45 CFR 164.404. Business Associate will in any event provide all such information within 30 days after discovery.

4.3 A security incident that does not result in unauthorised access to, use, disclosure, modification or destruction of PHI, or interference with system operations (such as pings, port scans, denied sign-in attempts and blocked malware), is notified to Covered Entity by this section 4.3, and no further notice is required. Business Associate will report any other security incident within 5 business days after discovery.

4.4 Covered Entity decides whether and how to notify individuals, the Secretary and the media. Business Associate will reimburse Covered Entity's reasonable costs of notification and mitigation required by law for a breach caused by Business Associate, within the limits of the Agreement.

5. Subcontractors and where PHI is held

5.1 Business Associate stores and processes PHI only in the Data Location, subject to access by personnel under section 6, using HIPAA-eligible services and with PHI encrypted in transit and at rest. Where the Data Location is in Amazon Web Services, Business Associate accepts the AWS Business Associate Addendum for each AWS account that holds PHI before PHI is stored in it; the addendum covers every AWS region used under that account. Where the Data Location is with another infrastructure provider, that provider signs a business associate agreement with Business Associate before it creates, receives, maintains or transmits PHI.

5.2 The language models of the Service's AI Features run on that same infrastructure. Business Associate does not send PHI to any third-party AI provider.

5.3 Business Associate does not disclose PHI to its email, text-message, payment, error-reporting, analytics or push-notification providers. Messages sent through them do not contain PHI.

5.4 Business Associate will notify Covered Entity at least 30 days before engaging a new subcontractor that will receive PHI, and will require that subcontractor to sign a business associate agreement with it before it receives PHI.

5.5 Where the Data Location is a private installation or an air-gapped installation, Covered Entity hosts and operates the Service on its own infrastructure under the Private Licence. Business Associate does not create, receive, maintain or transmit PHI for that installation, except when its personnel work on the installation in a session Covered Entity starts, such as a remote support session or an assisted installation. This BAA applies to those sessions. During a session, Business Associate personnel access PHI only on Covered Entity's systems and as Covered Entity directs, and do not copy PHI out of the installation unless Covered Entity instructs it.

6. Access by Business Associate personnel

6.1 Business Associate personnel have no routine access to PHI.

6.2 Emergency access to PHI requires approval by a second operator where Business Associate has more than one operator. While Business Associate has a single operator, emergency access is opened only for a declared critical incident (an incident that meets the P1 criteria of Business Associate's breach response plan), and the operator completes a written review within 24 hours and sends it to Covered Entity's administrators. Emergency access is read-only, ends after at most 4 hours, is notified to Covered Entity's administrators when it opens and when it closes, and is recorded in write-once storage that cannot be changed or deleted for 400 days.

6.3 Business Associate personnel who operate the Service work from Türkiye. Business Associate does not store PHI outside the Data Location. Personnel outside the United States access PHI only under section 6.2. A Covered Entity that requires access only from the United States may ask for the in-region operators option under an Enterprise plan and the Cloud Services Agreement, which limits emergency access to operators located in the United States.

7. Obligations of Covered Entity

Covered Entity will:

(a) notify Business Associate of any limitation in its notice of privacy practices, any change in or revocation of an individual's permission, and any restriction on use or disclosure it has agreed to, to the extent it affects Business Associate's use or disclosure of PHI. Recording a consent or its withdrawal in the Service is such a notice;

(b) not ask Business Associate to use or disclose PHI in a manner not permissible under Subpart E of 45 CFR Part 164 if done by Covered Entity; and

(c) enter PHI only after this BAA is signed, and only in the fields of the Service meant for it.

8. State law

Where the Data Location is in the United States, Business Associate stores PHI only in the United States. This is intended to meet state laws that require electronic health records to be physically maintained in the United States, such as Texas Health and Safety Code chapter 183 and Florida Statutes section 408.051. Organisation setup recommends the United States as the Data Location to organisations in the United States and does not offer them a shared location outside it. A Covered Entity in the United States that chooses another Data Location accepts that PHI is stored outside the United States and remains responsible for any state law that requires otherwise. A Covered Entity that needs all access to PHI to take place from within the United States may ask for the option under section 6.3.

9. Term and termination

9.1 This BAA takes effect on signature and ends when the Agreement ends and all PHI has been returned or destroyed under section 9.3.

9.2 If either party determines that the other has violated a material term of this BAA, or knows of a pattern of activity or practice of the other that is a material breach of this BAA, it will notify the other, which has 30 days to cure. If the breach is not cured, the notifying party may terminate this BAA and the affected parts of the Agreement. If Covered Entity terminates under this section, Business Associate will refund prepaid fees for the remaining period.

9.3 On termination, Covered Entity can export PHI during the export period under the Agreement. When that period ends, Business Associate will destroy all PHI it holds, and database backups containing PHI expire within 7 days after that destruction. Where return or destruction is infeasible, such as records kept under a legal hold or as required by law, Business Associate will extend the protections of this BAA to that PHI and limit further use and disclosure to the purposes that make return or destruction infeasible, for as long as it holds it.

9.4 Sections 2 to 6, 9.3 and this section 9.4 survive termination for as long as Business Associate holds PHI.

10. General

10.1 A reference to a section of the HIPAA Rules means that section as in effect or as amended from time to time.

10.2 The parties will amend this BAA as needed to comply with changes in the HIPAA Rules.

10.3 Any ambiguity is resolved to permit compliance with the HIPAA Rules.

10.4 If this BAA conflicts with the Agreement or the Data Processing Terms with respect to PHI, this BAA prevails. Nothing in this BAA creates rights for third parties.