IF AN INDIVIDUAL IS ENTERING INTO THIS AGREEMENT ON BEHALF OF ANOTHER LEGAL ENTITY, INCLUDING, BUT NOT LIMITED TO A COMPANY OR ORGANIZATION (AN “ENTITY”), SUCH INDIVIDUAL IS AGREEING TO THIS AGREEMENT ON BEHALF OF THAT ENTITY AND REPRESENTING TO ARISTAMD THAT SUCH INDIVIDUAL HAS AUTHORITY TO BIND ENTITY AND ITS AFFILIATES TO THE TERMS OF THIS AGREEMENT. IN THE CONTEXT WHERE AN INDIVIDUAL IS ENTERING INTO THE AGREEMENT ON BEHALF OF ENTITY, THE TERM CLIENT WILL BE USED TO REFER TO ENTITY AND ITS AFFILIATES.

IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREINAFTER SET FORTH AND OF OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:

1. SERVICES. ARISTAMD OPERATES AN ONLINE SERVICE WHICH FACILITATES COMMUNICATIONS AND CONSULTATIONS (“SERVICES”) BETWEEN PRIMARY CARE PHYSICIANS, NURSE PRACTITIONERS, AND PHYSICIAN ASSISTANTS UNDER THE SUPERVISION OF A PRIMARY CARE PHYSICIAN (COLLECTIVELY, “CLINICIANS”) AND SPECIALTY PHYSICIANS (THE “PANELISTS”) IN CONNECTION WITH THE CARE AND TREATMENT OF CLINICIANS’ PATIENTS (THE “PLATFORM”). CLIENT’S USE OF THE PLATFORM SHALL BE LIMITED TO CLIENT PERSONNEL AND CLINICIANS IN CONNECTION WITH CLIENT’S PRIMARY CARE TREATMENT OF ITS PATIENTS.

A. REGISTRATION. CLIENT WILL PROVIDE ARISTAMD WITH INFORMATION IT REQUESTS AND OTHER ASSISTANCE AS NECESSARY TO ENABLE ARISTAMD TO ESTABLISH A USERNAME AND PASSWORD FOR EACH CLINICIAN (EACH, A “REGISTERED CLINICIAN”) AND OTHER USER OF THE SERVICES (COLLECTIVELY, “REGISTERED USERS”) TO BE USED ONLY BY SUCH REGISTERED USER. CLIENT IS SOLELY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER SUCH USERNAME. ARISTAMD RESERVES THE RIGHT TO TERMINATE ANY USERNAME AND PASSWORD THAT ARISTAMD REASONABLY DETERMINES MAY HAVE BEEN USED BY AN UNAUTHORIZED THIRD PARTY.

B. ONLINE COMMUNICATIONS PLATFORM. UPON COMPLETING THE REGISTRATION PROCESS, ARISTAMD WILL MAKE THE PLATFORM AVAILABLE TO CLIENT AND ITS REGISTERED USERS. REGISTERED CLINICIANS CAN USE THE PLATFORM FOR ONLINE COMMUNICATIONS TO CONSULT WITH PANELISTS TO ASSIST IN THE TREATMENT OF THEIR PATIENTS. REGISTERED CLINICIANS WILL BE ABLE TO SUBMIT REQUESTS FOR CONSULTATIONS USING THE PLATFORM’S E-CONSULT SUBMISSION PROCESS. ARISTAMD SHALL MAINTAIN THE PLATFORM TO ENABLE PROMPT COMMUNICATIONS BETWEEN REGISTERED CLINICIANS AND PANELISTS TO FACILITATE THE CLINICIAN’S TREATMENT OF PATIENTS. THE SERVICES PROVIDED HEREUNDER BY ARISTAMD ARE PURELY ADMINISTRATIVE IN NATURE, AND ARISTAMD DOES NOT PROVIDE MEDICAL ADVICE OR MAKE CLINICAL, MEDICAL OR OTHER PROFESSIONAL DECISIONS. CLIENT IS SOLELY RESPONSIBLE FOR THE CONDUCT AND CONTENT OF ITS REGISTERED CLINICIANS CONSULTATIONS WITH PANELISTS, AND ARISTAMD SHALL NOT CONTROL, DIRECT, INFLUENCE, OR OTHERWISE INTERFERE WITH THE CLINICIAN’S PROFESSIONAL JUDGMENT.

C. REFERRAL NURSE NAVIGATOR SERVICE. ARISTAMD OFFERS AN OPTIONAL REFERRAL NURSE NAVIGATOR SERVICE WHEREBY ARISTAMD EMPLOYS NURSES (“RNN AGENT”) TO ACT AS AN EXTENSION TO THE REFERRAL PROCESSING TEAM BY ACCESSING AND TRANSCRIBING THE RELEVANT PATIENT DATA TO THE PLATFORM REQUEST FORM AND SUBMITTING IT TO THE TARGETED PANELIST FOR CONSULT. AT NO TIME DO THE RNN AGENTS EMPLOYED BY ARISTAMD EXERCISE CLINICAL OR PROFESSIONAL JUDGMENT. THE RNN AGENTS ARE EMPLOYED BY ARISTAMD TO ONLY PERFORM AN ADMINISTRATIVE FUNCTION AND NEITHER THE NURSES NOR ARISTAMD ARE RESPONSIBLE FOR THE CLINICIAN’S TREATMENT AND HEALTHCARE ADVICE. THE RNN AGENTS WILL NEVER INTERFERE WITH CLINICIAN’S PROFESSIONAL JUDGMENT.

D. INTELLECTUAL PROPERTY. ARISTAMD HEREBY GRANTS TO CLIENT AND ITS REGISTERED USERS A NON-EXCLUSIVE AND NON-TRANSFERABLE LICENSE AND RIGHT TO USE THE PLATFORM IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. THE PLATFORM AND ALL INTELLECTUAL PROPERTY RIGHTS THEREIN ARE THE EXCLUSIVE PROPERTY OF ARISTAMD AND/OR ITS SUPPLIERS; CLIENT ACQUIRES NO RIGHTS THEREIN EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND ARISTAMD EXPRESSLY RESERVES ALL OTHER RIGHTS THEREIN. AS BETWEEN THE PARTIES, ARISTAMD OWNS THE PLATFORM AND ALL INFORMATION AND DATA, INCLUDING MEDIA, MATERIALS AND CONTENT AVAILABLE THROUGH THE PLATFORM. ARISTAMD GRANTS CLIENT A LIMITED RIGHT TO USE THE PLATFORM AND ANY CONTENT ON THE PLATFORM FOR PURPOSES OF FACILITATING HEALTH CARE TO PATIENTS.

E. LIMITATIONS. CLIENT AGREES NOT TO: (A) PERMIT ANY OTHER PARTY TO ACCESS AND/OR USE THE PLATFORM; (B) RENT, LEASE, LOAN, OR SELL ACCESS TO THE PLATFORM TO ANY THIRD PARTY; (C) INTERFERE WITH, DISRUPT, ALTER, TRANSLATE, OR MODIFY THE PLATFORM OR ANY PART THEREOF, OR CREATE AN UNDUE BURDEN ON THE PLATFORM OR THE NETWORKS OR SERVICES CONNECTED TO THE PLATFORM, INCLUDING WITHOUT LIMITATION, ANY EXTERNAL WEBSITES THAT ARE LINKED TO VIA THE PLATFORM; (D) REVERSE ENGINEER OR ACCESS THE PLATFORM TO (I) BUILD A COMPETITIVE PRODUCT OR SERVICE, (II) COPY ANY IDEAS, FEATURES, FUNCTIONS OR GRAPHICS OF THE PLATFORM; (E) INTRODUCE SOFTWARE OR AUTOMATED AGENTS OR SCRIPTS TO THE PLATFORM SO AS TO PRODUCE MULTIPLE ACCOUNTS, GENERATE AUTOMATED REPLIES, OR TO STRIP OR MINE DATA FROM THE PLATFORM; OR (F) PERFORM OR PUBLISH ANY PERFORMANCE OR BENCHMARK TESTS OR ANALYSES RELATING TO THE PLATFORM OR THE USE THEREOF. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO EXPRESS OR IMPLIED LICENSE OR RIGHT OF ANY KIND IS GRANTED TO CLIENT REGARDING THE PLATFORM OR ANY PART THEREOF.

F. USER SUPPORT. ARISTAMD WILL PROVIDE OR FACILITATE USER SUPPORT FOR REGISTERED USERS BY ELECTRONIC MEANS WITH RESPECT TO THE USE OF THE PLATFORM THROUGH THE ARISTAMD SUPPORT RESOURCE CENTER AVAILABLE WEEKDAYS DURING BUSINESS HOURS (9 AM - 5 PM PST).

G. ASSESSMENT DATA. CLIENT ACKNOWLEDGES THAT ARISTAMD COLLECTS INFORMATION AND DATA ON CLINICIANS FROM THE PANELISTS AND DATA ON HOW THE PLATFORM IS USED AND RESERVES THE RIGHT TO (A) USE SUCH INFORMATION TO IMPROVE THE PLATFORM AND ITS SERVICE, AND (B) DISCLOSE TO AND SHARE SUCH INFORMATION AND DATA WITH PANELISTS, AS WELL AS OTHER THIRD PARTIES, IN AN ANONYMOUS (AS TO SOURCE) AND AGGREGATED FORM IN ITS DISCRETION.

H. FEEDBACK. CLIENT AGREES TO PERIODICALLY PROVIDE ARISTAMD WITH FEEDBACK REGARDING THE PANELISTS, PLATFORM AND THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE INTERACTION RATING SCORES AT THE END OF EACH E-CONSULTATION, CONCEPT REVIEWS AND ANY FLAWS, ERROR, BUGS, ANOMALIES, PROBLEMS AND/OR SUGGESTIONS REGARDING THE SERVICES (THE “FEEDBACK”). CLIENT HEREBY ASSIGNS TO ARISTAMD ALL RIGHTS IN THE FEEDBACK AND AGREES THAT ARISTAMD SHALL HAVE THE RIGHT TO USE SUCH FEEDBACK AND RELATED INFORMATION IN ANY MANNER IT DEEMS APPROPRIATE.

2. FEES; PAYMENT. IN CONSIDERATION FOR THE PLATFORM AND OTHER SERVICES OFFERED BY ARISTAMD, CLIENT WILL PAY TO ARISTAMD A FLAT MONTHLY FEE OF $350 PER REGISTERED USER LESS APPLICABLE DISCOUNT PER REGISTERED USER PER MONTH. SUCH FEE SHALL BE PRO-RATED (BASED ON A 30-DAY MONTH) FOR THE FIRST MONTH THAT A REGISTERED USER HAS ACCESS TO THE PLATFORM IF SUCH ACCESS IS FOR LESS THAN THE FULL CALENDAR MONTH. REGISTERED USER FEES ARE NON-REFUNDABLE. ALL FEES AND OTHER CHARGES ARE DUE AND PAYABLE TO ARISTAMD WITHIN THIRTY (30) DAYS AFTER THE DATE OF ARISTAMD’S INVOICE. THE FEES ARE EXCLUSIVE OF ALL APPLICABLE SALES, USE, VALUE-ADDED AND OTHER TAXES, AND ALL APPLICABLE DUTIES, TARIFFS, ASSESSMENTS, EXPORT AND IMPORT FEES, OR OTHER SIMILAR CHARGES, AND CLIENT WILL BE RESPONSIBLE FOR PAYMENT OF ALL SUCH TAXES (OTHER THAN TAXES BASED ON ARISTAMD’S INCOME), FEES, DUTIES, AND CHARGES AND ANY RELATED PENALTIES AND INTEREST, ARISING FROM THE PAYMENT OF THE FEES OR THE PROVISION OF THE SERVICES TO CLIENT. ALL COSTS AND EXPENSES INCURRED BY CLIENT IN CONNECTION HEREWITH, INCLUDING COMPENSATION OF ITS CLINICIANS, ARE THE SOLE RESPONSIBILITY OF CLIENT. ANY AMOUNTS NOT PAID WHEN DUE SHALL BEAR INTEREST AT THE RATE OF ONE AND ONE HALF PERCENT (1.5%) PER MONTH, OR THE MAXIMUM LEGAL RATE IF LESS. ARISTAMD SHALL BE ENTITLED TO WITHHOLD PERFORMANCE AND DISCONTINUE SERVICE UNTIL ALL AMOUNTS DUE ARE PAID IN FULL. IF CLIENT WISHES TO UNENROLL A REGISTERED USER FROM THE PLATFORM, CLIENT MUST PROVIDE ADVANCE WRITTEN NOTICE THEREOF TO ARISTAMD PRIOR TO THE COMMENCEMENT OF THE SUBSEQUENT CALENDAR MONTH; UNENROLLMENT AND DEREGISTRATION SHALL ONLY BECOME EFFECTIVE AS OF THE FIRST DAY OF SUCH SUBSEQUENT CALENDAR MONTH AND REGISTERED USER FEES SHALL STILL BE DUE AND PAYABLE FOR THE MONTH IN WHICH THE UNENROLLMENT NOTICE WAS PROVIDED.

3. REPRESENTATIONS AND WARRANTIES.

A. CLIENT. CLIENT REPRESENTS, WARRANTS AND COVENANTS THAT AT ALL TIMES DURING THE TERM: (I) ITS REGISTERED CLINICIANS ARE LICENSED, CERTIFIED AND/OR OTHERWISE AUTHORIZED TO PRACTICE THE PROFESSION IN THE STATES; (II) NEITHER CLIENT NOR ITS REGISTERED CLINICIANS ARE SUBJECT TO DISCIPLINARY ACTION, SANCTION OR EXCLUSION FROM OR BY ANY LICENSING OR CERTIFYING BODY OR FEDERAL OR STATE HEALTH CARE PROGRAM OR HAVE BEEN CONVICTED OF, OR ENTERED A PLEA OF NOLO CONTENDERE TO, A FELONY OR OTHER CRIME INVOLVING MORAL TURPITUDE, NOR IS UNDER ANY INVESTIGATION WHICH COULD RESULT IN SUCH EXCLUSION, OR THE SUSPENSION OF CLIENT’S OR ANY REGISTERED CLINICIAN’S LICENSE, CERTIFICATION AND/OR OTHER AUTHORIZATION TO PRACTICE MEDICINE; (III) CLIENT’S USE OF THE PLATFORM AND AGREEMENT TO THE TERMS OF THIS AGREEMENT DOES AND WILL NOT CONFLICT WITH, RESULT IN THE BREACH OF, OR CONSTITUTE A DEFAULT UNDER ANY AGREEMENT TO WHICH CLIENT IS OR MAY BE BOUND; AND (IV) PRIOR TO INITIATING AN ONLINE CONSULTATION PERTAINING TO ANY PATIENT, CLIENT OR ITS REGISTERED CLINICIANS SHALL OBTAIN EACH SUCH PATIENT'S WRITTEN AND/OR VERBAL CONSENT TO PARTICIPATE IN TELEMEDICINE AND ONLINE CONSULTATIONS AND THE RELEASE OF PROTECTED HEALTH INFORMATION AND MEDICAL RECORDS ELECTRONICALLY (SUCH CONSENT SHALL BE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL AND STATE LAWS, REGULATIONS AND STATUTES IN EFFECT AT THE TIME THAT THE CONSENT IS OBTAINED FROM THE PATIENT). CLIENT FURTHER COVENANTS THAT IN USING THE PLATFORM, CLIENT AND THE REGISTERED USERS SHALL: (I) ABIDE BY THE TERMS OF THIS AGREEMENT; (II) COMPLY WITH ALL APPLICABLE FEDERAL AND STATE LAWS, INCLUDING WITHOUT LIMITATION ALL LAWS RELATED TO PROFESSIONAL LICENSURE, HEALTH INFORMATION PRIVACY AND SECURITY, AND RECORD RETENTION; (IV) USE THE PLATFORM ONLY WITHIN THE SCOPE OF SUCH REGISTERED CLINICIAN’S APPLICABLE PROFESSIONAL LICENSE AND/OR CERTIFICATION; (V) USE THE PLATFORM ONLY TO PROVIDE SERVICES TO PATIENTS WHO ARE RESIDENTS OF THE UNITED STATES AND NOT RESIDENTS OF ANY OTHER COUNTRY AND (VI) COOPERATE WITH ARISTAMD IN CONNECTION WITH ANY PEER REVIEW PROCESS OR USER COMPLAINT INVESTIGATION.

B. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PLATFORM AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ARISTAMD DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, ANY REPRESENTATION THAT ANY SERVICE PROVIDED HEREUNDER WILL MEET THE REQUIREMENTS OF CLIENT OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN OR THE REQUIREMENTS OF ANY CLINICIAN OR THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR ACHIEVE ANY PARTICULAR RESULT OR THAT ALL ERRORS CAN BE CORRECTED. OTHER THAN FOR THE EXPRESS WARRANTIES MADE HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ARISTAMD MAKES NO WARRANTIES IN CONNECTION WITH THE SERVICES, PLATFORM OR OTHER PLATFORM COMPONENT, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, LOSS OF DATA AND INTERFERENCE WITH PHYSICIAN’S QUIET ENJOYMENT, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER COMMUNICATIONS PROBLEMS INHERENT IN THE USE OF THE INTERNET, AND ARISTAMD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS. IN ADDITION, ARISTAMD DISCLAIMS ALL LIABILITY OF ANY KIND WITH RESPECT TO ARISTAMD’S SUPPLIERS. THIS PROVISION SHALL APPLY EVEN IF ANY EXPRESS WARRANTY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

4. INSURANCE. CLIENT SHALL MAINTAIN FOR ITSELF AND SHALL MAINTAIN OR CAUSED TO BE MAINTAINED WITH RESPECT TO ITS CLINICIANS USING THE PLATFORM, PROFESSIONAL LIABILITY INSURANCE, INCLUDING AS NECESSARY EXTENDED REPORTING PERIOD (I.E., “TAIL”) COVERAGE. SUCH PROFESSIONAL LIABILITY COVERAGE SHALL BE MAINTAINED WITH MINIMUM COVERAGE LIMITS IN THE AMOUNT OF AT LEAST $1,000,000 PER OCCURRENCE OR CLAIM AND $3,000,000 IN THE ANNUAL AGGREGATE OR SUCH OTHER MINIMUM AMOUNTS AS MAY BE REQUIRED UNDER APPLICABLE STATE OR LOCAL LAW OR STANDARDS OF PRACTICE. ARISTAMD MAKES AVAILABLE TO ITS PANELISTS PROFESSIONAL LIABILITY INSURANCE COVERING SUCH PANELISTS SOLELY FOR THE PROVISION OF E-CONSULTS THROUGH THE PLATFORM, WITH MINIMUM COVERAGE LIMITS IN THE AMOUNT OF $1,000,000 PER OCCURRENCE OR CLAIM AND $3,000,000 IN THE ANNUAL AGGREGATE. ON OR BEFORE THE EFFECTIVE DATE, EACH PARTY SHALL PROVIDE THE OTHER PARTY CERTIFICATE(S) DOCUMENTING SUCH PROFESSIONAL LIABILITY COVERAGE, AND SHALL PROVIDE PROOF OF CONTINUED INSURANCE COVERAGE AS OTHERWISE REASONABLY REQUESTED BY THE OTHER PARTY. EACH PARTY SHALL PROVIDE THE OTHER WITH PROMPT WRITTEN NOTICE OF CANCELLATION, ANY MATERIAL CHANGE AND/OR REPLACEMENT OF SUCH INSURANCE COVERAGE.

5. INDEMNIFICATION. CLIENT AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND ARISTAMD, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUBCONTRACTORS FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, CLAIM, CAUSES OF ACTION AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) (COLLECTIVELY, “CLAIMS”), TO THE EXTENT NOT COVERED BY INSURANCE AND ONLY IN PROPORTION TO AND TO THE EXTENT, CAUSED OR ASSERTED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY OR AS A RESULT OF THE CLIENT’S BREACH OF THE TERMS OF THIS AGREEMENT, INCLUDING IN CONNECTION WITH CONSULTATIONS WITH PANELISTS THROUGH THE COMMUNICATION FEATURES OF THE PLATFORM, OR THE PERFORMANCE OF ANY INTENTIONAL ACTS, NEGLIGENT ACTS OR OMISSIONS BY THE CLIENT IN CONNECTION WITH THIS AGREEMENT.

6. LIMITATION OF LIABILITY. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL ARISTAMD BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ARISTAMD’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE FEES PAID BY CLIENT TO ARISTAMD PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7. SUSPENSION OF SERVICES. IN ADDITION TO THE TERMINATION RIGHTS HEREUNDER, ARISTAMD SHALL HAVE THE RIGHT TO SUSPEND THE SERVICES, INCLUDING WITHOUT LIMITATION, A REGISTERED CLINICIAN’S ACCESS TO THE PLATFORM, IF ARISTAMD RECEIVES A COMPLAINT WITH RESPECT TO THE REGISTERED CLINICIAN. IN SUCH EVENT, ARISTAMD MAY UPON WRITTEN NOTICE TO CLIENT SUSPEND THE SERVICES UNTIL SUCH TIME AS ARISTAMD HAS INVESTIGATED AND/OR RESOLVED THE COMPLAINT TO ARISTAMD’S REASONABLE SATISFACTION OR HAS EXERCISED ITS OTHER RIGHTS HEREUNDER.

8. TERMINATION. ARISTAMD MAY TERMINATE THIS AGREEMENT AT ANY TIME, WITH OR WITHOUT CAUSE, UPON THIRTY (30) DAYS PRIOR WRITTEN NOTIFICATION TO CLIENT. IN ADDITION, ARISTAMD MAY TERMINATE CLIENT’S ACCESS TO THE PLATFORM IMMEDIATELY UPON WRITTEN NOTICE TO CLIENT IF: (1) CLIENT OR A REGISTERED USER BREACHES ANY OF THE REPRESENTATIONS OR COVENANTS SET FORTH HEREIN AND DOES NOT CURE THE BREACH WITHIN TEN (10) DAYS AFTER RECEIVING WRITTEN NOTICE THEREOF FROM ARISTAMD, OR IMMEDIATELY IF SUCH BREACH IS INCAPABLE OF CURE AS DETERMINED BY ARISTAMD; (2) CLIENT OR A REGISTERED USER FAILS TO CURE THE BREACH OF ANY OTHER OBLIGATION HEREUNDER WITHIN TEN (10) DAYS AFTER RECEIVING WRITTEN NOTICE THEREOF FROM ARISTAMD; OR (3) IN RESPONSE TO A COMPLIANT.

UPON THE EFFECTIVE DATE OF THE TERMINATION OR EXPIRATION OF THIS AGREEMENT, ARISTAMD SHALL DEACTIVATE CLIENT’S AND ITS REGISTERED USERS’ PASSWORDS AND ACCESS TO THE PLATFORM. CLIENT SHALL PAY ARISTAMD ANY FEES INCURRED PRIOR TO TERMINATION HEREOF WITHIN THE NEXT BILLING CYCLE. FURTHER, PROMPTLY UPON ANY TERMINATION OF CLIENT’S ACCESS TO THE PLATFORM, EACH PARTY SHALL RETURN TO THE OTHER’S CUSTODY THE OTHER PARTY’S INFORMATION; PROVIDED, HOWEVER, ARISTAMD SHALL HAVE A CONTINUING RIGHT TO BE AFFORDED REASONABLE ACCESS TO CLIENT’S INFORMATION AS NEEDED TO COMPLETE ITS SERVICES HEREUNDER OR AS MAY BE REASONABLY NECESSARY FOR THE DEFENSE OF ANY JUDICIAL, ADMINISTRATIVE OR DISCIPLINARY PROCEEDING IN WHICH ARISTAMD IS A PARTY, PROVIDED THAT SUCH ACCESS DOES NOT VIOLATE ANY APPLICABLE PATIENT CONFIDENTIALITY LAW OR REGULATION.

9. CONFIDENTIAL INFORMATION. ARISTAMD ACKNOWLEDGES THAT IN CONNECTION WITH THIS AGREEMENT IT MAY HAVE ACCESS TO INFORMATION OF A PROPRIETARY NATURE BELONGING TO CLIENT, INCLUDING WITHOUT LIMITATION, CLINICIAN’S COMMUNICATIONS THROUGH THE PLATFORM (COLLECTIVELY, “CLIENT’S CONFIDENTIAL INFORMATION”). ARISTAMD WILL USE CLIENT’S CONFIDENTIAL INFORMATION ONLY IN PERFORMANCE OF ITS SERVICES HEREUNDER, HOLD IT IN CONFIDENCE AND NOT DISCLOSE IT TO ANY THIRD PARTY OTHER THAN EMPLOYEES OR INDEPENDENT CONTRACTORS OF ARISTAMD AND ASSOCIATED PANELISTS WITHOUT THE PRIOR WRITTEN CONSENT OF CLIENT OR AS MAY BE REQUIRED BY LAW. NOTWITHSTANDING THE FOREGOING AND CONSISTENT WITH THE TERMS OF THE BUSINESS ASSOCIATE AGREEMENT ENTERED INTO BY THE PARTIES, CLIENT AGREES THAT ARISTAMD MAY USE DE-IDENTIFIED PATIENT DATA IN CONNECTION WITH CASE STUDIES, OR FOR OTHER BUSINESS PURPOSES. ARISTAMD WILL MAINTAIN COMMERCIALLY REASONABLE ADMINISTRATIVE, PHYSICAL, AND TECHNICAL SAFEGUARDS DESIGNED TO PREVENT ANY UNAUTHORIZED USE, ACCESS, PROCESSING, DESTRUCTION, LOSS OR DISCLOSURE OF CLIENT’S CONFIDENTIAL INFORMATION TRANSMITTED OR STORED THROUGH THE SYSTEM. CLIENT ACKNOWLEDGES THAT IN CONNECTION WITH THIS AGREEMENT IT MAY HAVE ACCESS TO INFORMATION OF A PROPRIETARY NATURE OWNED OR LICENSED BY ARISTAMD RELATED TO THE SYSTEM (COLLECTIVELY, “ARISTAMD’S CONFIDENTIAL INFORMATION”). CLIENT WILL USE ARISTAMD’S CONFIDENTIAL INFORMATION ONLY IN CONNECTION WITH CLIENT’S USE OF THE PLATFORM IN ACCORDANCE WITH THE TERMS HEREOF, AND SHALL HOLD SUCH ARISTAMD’S CONFIDENTIAL INFORMATION IN CONFIDENCE AND WILL NOT DISCLOSE IT WITHOUT THE PRIOR WRITTEN CONSENT OF ARISTAMD (OR ITS SUPPLIER’S AS APPLICABLE) OR AS MAY BE REQUIRED BY LAW. FOR PURPOSES OF THIS AGREEMENT, “CONFIDENTIAL INFORMATION” SHALL NOT INCLUDE ANY INFORMATION THAT: (I) IS INDEPENDENTLY DEVELOPED BY THE OTHER PARTY; (II) IS PUBLICLY KNOWN OR AVAILABLE AT THE TIME OF DISCLOSURE OR BECOMES PUBLICLY KNOWN OR AVAILABLE THROUGH NO ACT OF THE OTHER PARTY; (III) IS IN THE OTHER PARTY’S LAWFUL POSSESSION PRIOR TO DISCLOSURE HEREUNDER; OR (IV) IS LAWFULLY DISCLOSED TO THE OTHER PARTY BY A THIRD PARTY WITHOUT RESTRICTION ON DISCLOSURE.

10. RELATIONSHIP OF THE PARTIES. THE RELATIONSHIP BETWEEN ARISTAMD AND CLIENT HEREUNDER SHALL BE THAT OF INDEPENDENT CONTRACTORS, AND NOTHING HEREIN OR THE ARRANGEMENTS ENTERED INTO PURSUANT TO THIS AGREEMENT SHALL RENDER ARISTAMD OR ITS EMPLOYEES OR SUBCONTRACTORS USED IN THE CONDUCT OF SERVICES HEREUNDER AN EMPLOYEE, PARTNER, AGENT OR JOINT VENTURE PARTY OF CLIENT. EACH PARTY SHALL BE RESPONSIBLE FOR PAYING ITS OWN EMPLOYEES AND CONTRACTORS RENDERING SERVICES ON ITS BEHALF, INCLUDING EMPLOYMENT RELATED TAXES AND INSURANCE. NEITHER PARTY SHALL HAVE THE AUTHORITY TO MAKE REPRESENTATIONS ON BEHALF OF THE OTHER PARTY OR BIND THE OTHER PARTY TO ANY THIRD PARTY AGREEMENT.

11. PUBLIC STATEMENTS. ARISTAMD SHALL HAVE THE RIGHT TO: (I) REFER TO CLIENT IN ITS GENERAL COURSE OF BUSINES, INCLUDING BUT NOT LIMITED TO, MARKETING MATERIALS AND SALES PRESENTATIONS AND (II) WORK IN A REASONABLY COOPERATIVE MANNER WITH CLIENT TO PUBLISH A MUTUALLY AGREED-UPON PRESS RELEASE OR WEBSITE ANNOUNCEMENT OF THE RELATIONSHIP BETWEEN ARISTAMD AND CLIENT, INCLUDING, BUT NOT LIMITED TO CLIENT’S PARTICIPATION ON THE PLATFORM.

12. ARBITRATION. ALL DISPUTES BETWEEN THE PARTIES SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS RULES FOR CONSUMER ARBITRATIONS (“AAA RULES”). THE VENUE FOR ALL DISPUTES ARISING UNDER THIS AGREEMENT SHALL BE IN SAN DIEGO, CALIFORNIA. THE ARBITRATOR WILL HAVE THE POWER TO GRANT WHATEVER RELIEF WOULD BE AVAILABLE IN COURT UNDER LAW OR IN EQUITY (INCLUDING ATTORNEY’S FEES) AND ANY AWARD OF THE ARBITRATOR WILL BE FINAL AND BINDING ON EACH OF THE PARTIES. ANY JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. ALL ARBITRATION PROCEEDINGS WILL BE CLOSED TO THE PUBLIC AND CONFIDENTIAL AND ALL RECORDS RELATING THERETO WILL BE PERMANENTLY SEALED, EXCEPT AS NECESSARY TO OBTAIN COURT CONFIRMATION OF THE ARBITRATION AWARD. THE AWARD OF THE ARBITRATOR WILL BE IN WRITING AND WILL NOT INCLUDE ANY STATEMENT SETTING FORTH THE REASONS FOR THE DISPOSITION OF ANY CLAIM.

13. LIMITATION ON ACTIONS AGAINST ARISTAMD

A. CLIENT WAIVES ANY RIGHT TO PURSUE ANY CLAIMS ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.

B. ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PLATFORM BROUGHT BY CLIENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM OR CAUSE OF ACTION WILL BE BARRED.

14. MISCELLANEOUS.

A. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF CALIFORNIA WITHOUT REGARD TO CALIFORNIA'S CONFLICTS OF LAW RULES. CLIENT HEREBY EXPRESSLY CONSENTS TO THE PERSONAL JURISDICTION AND VENUE IN THE STATE AND FEDERAL COURTS FOR THE COUNTY IN WHICH ARISTAMD’S PRINCIPAL PLACE OF BUSINESS IS LOCATED FOR ANY LAWSUIT FILED THERE AGAINST CLIENT BY ARISTAMD ARISING FROM OR RELATED TO THIS AGREEMENT.

B. ASSIGNABILITY. THIS AGREEMENT INURES TO THE BENEFIT OF AND WILL BE BINDING UPON PERMITTED SUCCESSORS AND ASSIGNS. CLIENT MAY NOT ASSIGN ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT ARISTAMD’S PRIOR WRITTEN CONSENT. ALL OF ARISTAMD’S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT ARE FREELY ASSIGNABLE BY ARTISTAMD.

C. ENTIRE AGREEMENT; AMENDMENT. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND SUPERSEDES ALL PRIOR WRITTEN AND ORAL AGREEMENTS BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER OF THIS AGREEMENT. THIS AGREEMENT MAY NOT

THIS BUSINESS ASSOCIATE AGREEMENT (THIS “BAA”) BY AND BETWEEN ARISTAMD, INC. (“BUSINESS ASSOCIATE”) AND THE USER OF THE PLATFORM (“COVERED ENTITY”) GOVERNS THE PARTIES’ OBLIGATIONS WITH RESPECT TO ACTIVITIES GOVERNED BY THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996, AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER (“HIPAA”).

1. DEFINITIONS. FOR THE PURPOSES OF THIS BAA, CAPITALIZED TERMS SHALL HAVE THE MEANINGS ASCRIBED TO THEM BELOW. ALL CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN WILL HAVE THE MEANING ASCRIBED TO THEM BY HIPAA OR IN ARISTAMD’S TERMS OF SERVICE.

2. OBLIGATIONS OF BUSINESS ASSOCIATE.

(A) USE AND DISCLOSURE OF PHI.

(I) BUSINESS ASSOCIATE WARRANTS THAT IT, ITS AGENTS AND ITS SUBCONTRACTORS: (A) SHALL USE OR DISCLOSE PHI ONLY IN CONNECTION WITH FULFILLING ITS DUTIES AND OBLIGATIONS UNDER THIS BAA AND THE AGREEMENT; (B) SHALL NOT USE OR DISCLOSE PHI OTHER THAN AS PERMITTED OR REQUIRED BY THIS BAA OR REQUIRED BY LAW; (C) SHALL NOT USE OR DISCLOSE PHI IN ANY MANNER THAT VIOLATES APPLICABLE FEDERAL AND STATE LAWS OR WOULD VIOLATE SUCH LAWS IF USED OR DISCLOSED IN SUCH MANNER BY COVERED ENTITY; AND (D) SHALL ONLY USE AND DISCLOSE THE MINIMUM NECESSARY PROTECTED HEALTH INFORMATION FOR ITS SPECIFIC PURPOSES.

(II) SUBJECT TO THE RESTRICTIONS SET FORTH THROUGHOUT THIS BAA, BUSINESS ASSOCIATE MAY USE THE INFORMATION RECEIVED FROM COVERED ENTITY IF NECESSARY FOR (A) THE PROPER MANAGEMENT AND ADMINISTRATION OF BUSINESS ASSOCIATE; OR (B) TO CARRY OUT THE LEGAL RESPONSIBILITIES OF BUSINESS ASSOCIATE.

(III) SUBJECT TO THE RESTRICTIONS SET FORTH IN THROUGHOUT THIS BAA, BUSINESS ASSOCIATE MAY DISCLOSE PHI FOR THE PROPER MANAGEMENT AND ADMINISTRATION OF BUSINESS ASSOCIATE, PROVIDED THAT:

(1) DISCLOSURES ARE REQUIRED BY LAW, OR

(2) BUSINESS ASSOCIATE OBTAINS REASONABLE ASSURANCES FROM THE PERSON OR ENTITY 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 OR ENTITY, AND THE PERSON OR ENTITY NOTIFIES THE BUSINESS ASSOCIATE OF ANY INSTANCES OF WHICH IT IS AWARE IN WHICH THE CONFIDENTIALITY OF THE INFORMATION HAS BEEN BREACHED.

(IV) BUSINESS ASSOCIATE IS PERMITTED, FOR DATA AGGREGATION PURPOSES TO THE EXTENT PERMITTED UNDER HIPAA, TO USE, DISCLOSE, AND COMBINE PHI CREATED OR RECEIVED ON BEHALF OF COVERED ENTITY BY BUSINESS ASSOCIATE PURSUANT TO THIS BAA WITH PROTECTED HEALTH INFORMATION, AS DEFINED BY 45 C.F.R. 160.103, RECEIVED BY BUSINESS ASSOCIATE IN ITS CAPACITY AS A BUSINESS ASSOCIATE OF OTHER COVERED ENTITIES, TO PERMIT DATA ANALYSES THAT RELATE TO THE HEALTH CARE OPERATIONS OF THE RESPECTIVE COVERED ENTITIES AND/OR COVERED ENTITY.

(V) BUSINESS ASSOCIATE MAY DE-IDENTIFY ANY AND ALL PHI CREATED OR RECEIVED BY BUSINESS ASSOCIATE UNDER THIS BAA. ONCE PHI HAS BEEN DE-IDENTIFIED PURSUANT TO 45 CFR 164.514(B), SUCH INFORMATION IS NO LONGER PROTECTED HEALTH INFORMATION AND NO LONGER SUBJECT TO THIS BAA.

(VI) BUSINESS ASSOCIATE ACKNOWLEDGES THAT, AS BETWEEN BUSINESS ASSOCIATE AND COVERED ENTITY, ALL PHI SHALL BE AND REMAIN THE SOLE PROPERTY OF COVERED ENTITY, INCLUDING ANY AND ALL FORMS THEREOF DEVELOPED BY BUSINESS ASSOCIATE IN THE COURSE OF ITS FULFILLMENT OF ITS OBLIGATIONS PURSUANT TO THE BAA AND AGREEMENT.

(VII) TO THE EXTENT THAT BUSINESS ASSOCIATE IS TO CARRY OUT ANY OF COVERED ENTITY’S OBLIGATIONS THAT ARE REGULATED BY HIPAA, BUSINESS ASSOCIATE SHALL COMPLY WITH THE HIPAA REQUIREMENTS THAT APPLY TO THE COVERED ENTITY IN THE PERFORMANCE OF SUCH OBLIGATION.

(B) SAFEGUARDS. BUSINESS ASSOCIATE SHALL EMPLOY APPROPRIATE ADMINISTRATIVE, TECHNICAL AND PHYSICAL SAFEGUARDS, CONSISTENT WITH THE SIZE AND COMPLEXITY OF BUSINESS ASSOCIATE’S OPERATIONS, TO PROTECT THE CONFIDENTIALITY OF PHI AND TO PREVENT THE USE OR DISCLOSURE OF PHI IN ANY MANNER INCONSISTENT WITH THE TERMS OF THIS BAA. BUSINESS ASSOCIATE SHALL COMPLY, WHERE APPLICABLE, WITH SUBPART C OF 45 C.F.R. PART 164 WITH RESPECT TO ELECTRONIC PHI TO PREVENT USE OR DISCLOSURE OF SUCH ELECTRONIC PHI OTHER THAN AS PROVIDED FOR BY THIS BAA.

(C) AVAILABILITY OF BOOKS AND RECORDS. BUSINESS ASSOCIATE SHALL PERMIT THE SECRETARY AND OTHER REGULATORY AND ACCREDITATION AUTHORITIES TO AUDIT BUSINESS ASSOCIATE’S INTERNAL PRACTICES, BOOKS AND RECORDS AT REASONABLE TIMES AS THEY PERTAIN TO THE USE AND DISCLOSURE OF PHI IN ORDER TO ENSURE THAT COVERED ENTITY AND/OR BUSINESS ASSOCIATE IS IN COMPLIANCE WITH THE REQUIREMENTS OF HIPAA.

(D) INDIVIDUALS’ RIGHTS TO THEIR PHI.

(I) TO THE EXTENT BUSINESS ASSOCIATE MAINTAINS PHI IN A DESIGNATED RECORD SET, IN ORDER TO ALLOW COVERED ENTITY TO RESPOND TO A REQUEST BY AN INDIVIDUAL FOR ACCESS TO PHI PURSUANT TO 45 CFR SECTION 164.524, BUSINESS ASSOCIATE, WITHIN TEN (10) BUSINESS DAYS UPON RECEIPT OF WRITTEN REQUEST BY COVERED ENTITY, SHALL MAKE AVAILABLE TO COVERED ENTITY SUCH PHI.

(1) IN THE EVENT THAT ANY INDIVIDUAL REQUESTS ACCESS TO PHI DIRECTLY FROM BUSINESS ASSOCIATE, BUSINESS ASSOCIATE SHALL FORWARD SUCH REQUEST TO COVERED ENTITY WITHIN FIVE (5) BUSINESS DAYS.

(2) COVERED ENTITY WILL BE RESPONSIBLE FOR MAKING ALL DETERMINATIONS REGARDING THE GRANT OR DENIAL OF AN INDIVIDUAL’S REQUEST FOR PHI AND BUSINESS ASSOCIATE WILL MAKE NO SUCH DETERMINATIONS. EXCEPT AS REQUIRED BY LAW, ONLY COVERED ENTITY WILL BE RESPONSIBLE FOR RELEASING PHI TO AN INDIVIDUAL PURSUANT TO SUCH A REQUEST. ANY DENIAL OF ACCESS TO PHI DETERMINED BY COVERED ENTITY PURSUANT TO 45 CFR SECTION 164.524, AND CONVEYED TO BUSINESS ASSOCIATE BY COVERED ENTITY, SHALL BE THE RESPONSIBILITY OF COVERED ENTITY, INCLUDING RESOLUTION OR REPORTING OF ALL APPEALS AND/OR COMPLAINTS ARISING FROM DENIALS.

(II) TO THE EXTENT BUSINESS ASSOCIATE MAINTAINS PHI IN A DESIGNATED RECORD SET, IN ORDER TO ALLOW COVERED ENTITY TO RESPOND TO A REQUEST BY AN INDIVIDUAL FOR AN AMENDMENT TO PHI, BUSINESS ASSOCIATE SHALL, WITHIN TEN (10) BUSINESS DAYS UPON RECEIPT OF A WRITTEN REQUEST BY COVERED ENTITY, MAKE AVAILABLE TO COVERED ENTITY SUCH PHI.

(1) IN THE EVENT THAT ANY INDIVIDUAL REQUESTS AMENDMENT OF PHI DIRECTLY FROM BUSINESS ASSOCIATE, BUSINESS ASSOCIATE SHALL FORWARD SUCH REQUEST TO COVERED ENTITY WITHIN FIVE (5) BUSINESS DAYS.

(2) COVERED ENTITY WILL BE RESPONSIBLE FOR MAKING ALL DETERMINATIONS REGARDING THE GRANT OR DENIAL OF AN INDIVIDUAL’S REQUEST FOR AN AMENDMENT TO PHI AND BUSINESS ASSOCIATE WILL MAKE NO SUCH DETERMINATIONS. ANY DENIAL OF AMENDMENT TO PHI DETERMINED BY COVERED ENTITY PURSUANT TO 45 CFR SECTION 164.526, AND CONVEYED TO BUSINESS ASSOCIATE BY COVERED ENTITY, SHALL BE THE RESPONSIBILITY OF COVERED ENTITY, INCLUDING RESOLUTION OR REPORTING OF ALL APPEALS AND/OR COMPLAINTS ARISING FROM DENIALS.

(3) WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF A REQUEST FROM COVERED ENTITY TO AMEND AN INDIVIDUAL’S PHI IN THE DESIGNATED RECORD SET, BUSINESS ASSOCIATE SHALL INCORPORATE ANY APPROVED AMENDMENTS, STATEMENTS OF DISAGREEMENT, AND/OR REBUTTALS INTO ITS DESIGNATED RECORD SET AS REQUIRED BY 45 CFR SECTION 164.526.

(III) IN ORDER TO ALLOW COVERED ENTITY TO RESPOND TO A REQUEST BY AN INDIVIDUAL FOR AN ACCOUNTING PURSUANT TO 45 CFR SECTION 164.528, BUSINESS ASSOCIATE SHALL, WITHIN TEN (10) BUSINESS DAYS OF A WRITTEN REQUEST BY COVERED ENTITY FOR AN ACCOUNTING OF DISCLOSURES OF PHI ABOUT AN INDIVIDUAL, MAKE AVAILABLE TO COVERED ENTITY SUCH PHI. AT A MINIMUM, BUSINESS ASSOCIATE SHALL PROVIDE COVERED ENTITY WITH THE FOLLOWING INFORMATION: (I) THE DATE OF THE DISCLOSURE; (II) THE NAME OF THE ENTITY OR PERSON WHO RECEIVED THE PHI, AND IF KNOWN, THE ADDRESS OF SUCH ENTITY OR PERSON; (III) A BRIEF DESCRIPTION OF THE PHI DISCLOSED; AND (IV) A BRIEF STATEMENT OF THE PURPOSE OF SUCH DISCLOSURE.

(1) IN THE EVENT THAT ANY INDIVIDUAL REQUESTS AN ACCOUNTING OF DISCLOSURES OF PHI DIRECTLY FROM BUSINESS ASSOCIATE, BUSINESS ASSOCIATE SHALL FORWARD SUCH REQUEST TO COVERED ENTITY WITHIN FIVE (5) BUSINESS DAYS.

(2) COVERED ENTITY WILL BE RESPONSIBLE FOR PREPARING AND DELIVERING AN ACCOUNTING TO INDIVIDUAL.

(3) BUSINESS ASSOCIATE SHALL IMPLEMENT AN APPROPRIATE RECORD KEEPING PROCESS TO ENABLE IT TO COMPLY WITH THE REQUIREMENTS OF THIS BAA.

(E) DISCLOSURE TO THIRD PARTIES. BUSINESS ASSOCIATE SHALL OBTAIN AND MAINTAIN A WRITTEN AGREEMENT WITH EACH SUBCONTRACTOR OR AGENT THAT HAS OR WILL HAVE ACCESS TO PHI, WHICH IS RECEIVED FROM, OR CREATED OR RECEIVED BY, BUSINESS ASSOCIATE FOR OR ON BEHALF OF COVERED ENTITY, PURSUANT TO WHICH AGREEMENT SUCH SUBCONTRACTOR AND AGENT AGREES TO BE BOUND BY THE SAME RESTRICTIONS, TERMS, AND CONDITIONS THAT APPLY TO BUSINESS ASSOCIATE PURSUANT TO THE BAA WITH RESPECT TO SUCH PHI.

(F) REPORTING OBLIGATIONS.

(I) IN THE EVENT OF A BREACH OF ANY UNSECURED PHI THAT BUSINESS ASSOCIATE ACCESSES, MAINTAINS, RETAINS, MODIFIES, RECORDS, OR OTHERWISE HOLDS OR USES ON BEHALF OF COVERED ENTITY, BUSINESS ASSOCIATE SHALL REPORT SUCH BREACH TO COVERED ENTITY AS SOON AS PRACTICABLE, BUT IN NO EVENT LATER THAN TEN (10) BUSINESS DAYS AFTER THE DATE THE BREACH IS DISCOVERED. NOTICE OF A BREACH SHALL INCLUDE, TO THE EXTENT SUCH INFORMATION IS AVAILABLE: (I) THE IDENTIFICATION OF EACH INDIVIDUAL WHOSE PHI HAS BEEN, OR IS REASONABLY BELIEVED TO HAVE BEEN, ACCESSED, ACQUIRED, OR DISCLOSED DURING THE BREACH; (II) THE DATE OF THE BREACH, IF KNOWN, AND THE DATE OF DISCOVERY OF THE BREACH; (III) THE SCOPE OF THE BREACH; AND (IV) THE BUSINESS ASSOCIATE’S RESPONSE TO THE BREACH.

(II) IN THE EVENT OF A USE OR DISCLOSURE OF PHI THAT IS IMPROPER UNDER THIS BAA BUT DOES NOT CONSTITUTE A BREACH, BUSINESS ASSOCIATE SHALL REPORT SUCH USE OR DISCLOSURE TO COVERED ENTITY WITHIN TEN (10) BUSINESS DAYS AFTER THE DATE ON WHICH BUSINESS ASSOCIATE BECOMES AWARE OF SUCH USE OR DISCLOSURE.

(III) IN THE EVENT OF ANY SUCCESSFUL SECURITY INCIDENT, BUSINESS ASSOCIATE SHALL REPORT SUCH SECURITY INCIDENT IN WRITING TO COVERED ENTITY WITHIN TEN (10) BUSINESS DAYS OF THE DATE ON WHICH BUSINESS ASSOCIATE BECOMES AWARE OF SUCH SECURITY INCIDENT. THE PARTIES ACKNOWLEDGE THAT UNSUCCESSFUL SECURITY INCIDENTS (E.G., PINGS) OCCUR WITHIN THE NORMAL COURSE OF BUSINESS AND SHALL NOT BE REPORTED PURSUANT TO THIS BAA.

3. OBLIGATIONS OF COVERED ENTITY.

(A) PERMISSIBLE REQUESTS.

(I) COVERED ENTITY SHALL NOT REQUEST BUSINESS ASSOCIATE TO USE OR DISCLOSE PHI IN ANY MANNER THAT WOULD VIOLATE APPLICABLE FEDERAL AND STATE LAWS IF SUCH USE OR DISCLOSURE WERE MADE BY COVERED ENTITY.

(II) COVERED ENTITY MAY REQUEST BUSINESS ASSOCIATE TO DISCLOSE PHI DIRECTLY TO ANOTHER PARTY ONLY FOR THE PURPOSES ALLOWED BY HIPAA AND THE HITECH ACT.

(B) NOTIFICATIONS.

(I) COVERED ENTITY SHALL NOTIFY BUSINESS ASSOCIATE OF ANY LIMITATION IN ANY APPLICABLE NOTICE OF PRIVACY PRACTICES IN ACCORDANCE WITH 45 CFR SECTION 164.520, TO THE EXTENT THAT SUCH LIMITATION MAY AFFECT BUSINESS ASSOCIATE’S USE OR DISCLOSURE OF PHI.

(II) COVERED ENTITY SHALL NOTIFY BUSINESS ASSOCIATE OF ANY CHANGES IN, OR REVOCATION OF, PERMISSION BY AN INDIVIDUAL TO USE OR DISCLOSE PHI, TO THE EXTENT THAT SUCH CHANGES MAY AFFECT BUSINESS ASSOCIATE’S USE OR DISCLOSURE OF PHI.

(III) COVERED ENTITY SHALL NOTIFY BUSINESS ASSOCIATE OF ANY RESTRICTION TO THE USE OR DISCLOSURE OF PHI THAT COVERED ENTITY HAS AGREED TO IN ACCORDANCE WITH 45 CFR SECTION 164.522, TO THE EXTENT THAT SUCH RESTRICTION MAY AFFECT BUSINESS ASSOCIATE’S USE OR DISCLOSURE OF PHI.

4. TERMINATION.

(A) TERMINATION. THIS BAA SHALL TERMINATE UPON THE TERMINATION OF CLIENT’S ACCESS TO THE PLATFORM AND WHEN ALL PHI PROVIDED BY EITHER PARTY TO THE OTHER, OR CREATED OR RECEIVED BY BUSINESS ASSOCIATE ON BEHALF OF COVERED ENTITY IS, IN ACCORDANCE WITH THIS SECTION, DESTROYED OR RETURNED TO COVERED ENTITY OR, IF BUSINESS ASSOCIATE DETERMINES THAT IT IS NOT FEASIBLE TO RETURN OR DESTROY PHI, PROTECTIONS ARE EXTENDED TO SUCH INFORMATION, IN ACCORDANCE WITH THE TERMS OF THIS BAA.

(B) RETURN OR DESTRUCTION OF PHI. UPON TERMINATION OF THIS BAA, BUSINESS ASSOCIATE SHALL:

(I) IF FEASIBLE AS DETERMINED BY BUSINESS ASSOCIATE, RETURN OR DESTROY ALL PHI RECEIVED FROM, OR CREATED OR RECEIVED BY BUSINESS ASSOCIATE FOR OR ON BEHALF OF COVERED ENTITY THAT BUSINESS ASSOCIATE OR ANY OF ITS SUBCONTRACTORS AND AGENTS STILL MAINTAIN IN ANY FORM, AND BUSINESS ASSOCIATE SHALL RETAIN NO COPIES OF SUCH INFORMATION; OR

(II) IF BUSINESS ASSOCIATE DETERMINES THAT SUCH RETURN OR DESTRUCTION IS NOT FEASIBLE, EXTEND THE PROTECTIONS OF THIS BAA TO SUCH INFORMATION AND LIMIT FURTHER USES AND DISCLOSURES TO THOSE PURPOSES THAT MAKE THE RETURN OR DESTRUCTION OF THE PHI INFEASIBLE, IN WHICH CASE BUSINESS ASSOCIATE’S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS BAA.

(III) NOTWITHSTANDING THE FOREGOING, BUSINESS ASSOCIATE MAY RETAIN A COPY OF PHI RECEIVED FROM, OR CREATED OR RECEIVED BY BUSINESS ASSOCIATE FOR OR ON BEHALF OF COVERED ENTITY WHICH IS NECESSARY FOR BUSINESS ASSOCIATE TO CONTINUE ITS PROPER MANAGEMENT AND ADMINISTRATION OR TO CARRY OUT ITS LEGAL RESPONSIBILITIES, PROVIDED THAT BUSINESS ASSOCIATE EXTEND THE PROTECTIONS OF THIS BAA TO SUCH INFORMATION.

5. MISCELLANEOUS.

(A) AMENDMENT. IF ANY OF THE REGULATIONS PROMULGATED UNDER HIPAA OR THE HITECH ACT ARE AMENDED OR INTERPRETED IN A MANNER THAT RENDERS THIS BAA INCONSISTENT THEREWITH, THE PARTIES SHALL AMEND THIS BAA TO THE EXTENT NECESSARY TO COMPLY WITH SUCH AMENDMENTS OR INTERPRETATIONS.

(B) INTERPRETATION. ANY AMBIGUITY IN THIS BAA SHALL BE RESOLVED TO PERMIT THE PARTIES TO COMPLY WITH HIPAA AND THE HITECH ACT.

(C) CONFLICTING TERMS. IN THE EVENT THAT ANY TERMS OF THIS BAA CONFLICT WITH ANY TERMS OF THE AGREEMENT, THE TERMS OF THIS BAA SHALL GOVERN AND CONTROL.

(D) SEVERABILITY. THE PROVISIONS OF THIS BAA SHALL BE SEVERABLE, AND IF ANY PROVISION OF THIS BAA SHALL BE HELD OR DECLARED TO BE ILLEGAL, INVALID OR UNENFORCEABLE, THE REMAINDER OF THIS BAA SHALL CONTINUE IN FULL FORCE AND EFFECT AS THOUGH SUCH ILLEGAL, INVALID OR UNENFORCEABLE PROVISION HAD NOT BEEN CONTAINED HEREIN.