Terms of Use for SOAP AI Application ("First Draft AI LLC")

Last Updated: July 1st, 2023

First Draft AI LLC ("Soap AI," "we," "us," or "our") is the developer of the Soap AI application ("Application"). These Terms of Use
("Terms of Use") establish a binding legal contract between you and First Draft AI LLC ("Company", "we", "us", or "our"). They outline the conditions under which you're permitted to access and utilize our proprietary Software as a Service (SaaS) platform, available both as a web application and/or a mobile application (if available) (referred to as the “Application”).

PLEASE REVIEW THESE TERMS OF USE THOROUGHLY. By accessing and/or utilizing the Application, you confirm that you've comprehensively read, understood, and consent to adhere to these Terms of Use and the stipulations of our Privacy Policy (the "Privacy Policy"), which is integrated by reference into these Terms of Use as a part of this collective Agreement. If you disagree with any part of this Agreement, please refrain from using the Application.

If you're entering into this Agreement on behalf of a corporation or another legal entity, you affirm that you possess the necessary authority to bind such entity to this Agreement. In such cases, references to "you" and "your" in this Agreement will pertain to that entity.

We retain the exclusive right to alter, discontinue, or terminate the Application, or to modify this Agreement, at any moment and without prior notification. Should we revise the Agreement, we will publish the changes on the Application. Your continued access or use of the Application following such an update signifies your acceptance of the revised Agreement. If you find the revised Agreement unacceptable, your sole recourse is to stop using the Application.

IMPORTANT: The sections below titled "BINDING ARBITRATION" and "CLASS ACTION WAIVER" contain provisions for mandatory arbitration and a waiver for class action suits. These sections significantly affect your legal rights, so it's crucial to read them carefully.

Terms not defined within these Terms of Use will hold the meaning ascribed to them in our Privacy Policy.

1. Types of Users and Agreement to Terms

1.1 This Terms of Use is applicable to individuals who have registered to access and utilize the Application ("Customer"), and those employees and contractors of the Customer who are sanctioned by the Customer to access and utilize the Application ("Authorized User").

1.2 By accessing and/or using the Application, each Customer and Authorized User is, through their action of use, consenting to abide by the provisions of these Terms of Use and the related Privacy Policy.

1.3 Terms that are capitalized but not defined within this Privacy Policy are intended to be understood as defined in our Terms of Use.

2. Right to Access and Use the Application

2.1 Soap AI grants you, under the terms of this Agreement, a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Application strictly for your internal business purposes and/or to assess the Application, for the duration of this Agreement.

2.2 You are prohibited from, and must not authorize, permit, or encourage any third party to: (i) reverse engineer, decompile, disassemble, or in any other way attempt to discover the source code or interface protocols of the Application; (ii) modify, adapt, or translate the Application or any part thereof; (iii) duplicate the Application or any portion thereof; (iv) resell, distribute, or grant sublicenses for the Application or any part of it; (v) remove or alter any proprietary markings or restrictive legends on the Application; (vi) use the Application or any part thereof against any applicable law, to develop a competitive product or service, or for any purpose not explicitly authorized in this Agreement; (vii) introduce, post, or upload to the Application any virus, worm, “back door,” Trojan Horse, or similar destructive code; (viii) save, store, or archive any part of the services (including any data therein) outside the Application, barring those outputs generated through the Platform's intended functionality, without Soap AI's prior written consent each time; (ix) use the Application in association with a service bureau, timeshare, service provider, or similar activities where you operate the Application for a third party's benefit; or (x) bypass any processes, procedures, or technologies implemented by us to protect the Application.

2.3 In the event of a violation of this section, Soap AI reserves the right, at its sole discretion, to immediately revoke your access to the Application, or any part thereof, without notice. Furthermore, Soap AI retains the right to alter the availability of any feature, function, or content related to the Application at any time, without notice or obligation to you.

3. Authorized Users

3.1 Your employees and contractors who are designated to access and use the Application are known as “Authorized Users.” Each Authorized User is required to create an individual account by registering their email address and setting a unique password, together referred to as “Login Credentials.”

3.2 It's imperative that Login Credentials are not shared among Authorized Users or with any third party. They must be maintained in strict confidence. You are obligated to promptly notify us in cases of any unauthorized or suspected unauthorized usage of Login Credentials.

3.3 You bear complete responsibility for all activities, including any unauthorized usage or misuse of the Application, linked to any Authorized User’s Login Credentials. Additionally, it's your duty to ensure that your Authorized Users adhere to these Terms of Use. Should there be any necessity to deactivate or modify any Login Credentials, it's your responsibility to inform us immediately.

3.4 We reserve the right to disable any account username or password associated with the Application at any moment and for any reason, particularly if we, at our sole discretion, determine that there has been a failure to comply with these Terms of Use.

4. Use of Personal Information

4.1 Your interaction with the Application may entail the transfer of specific personal information to us.

4.2 The manner in which we handle the collection and utilization of such personal information is outlined in our Privacy Policy. For comprehensive understanding, our Privacy Policy is fully incorporated into these Terms of Use by this reference, ensuring that its terms are as binding and integral as the terms specified.

5. Ownership

5.1 The Application is a repository of various materials such as software, text, graphics, images, sound recordings, audiovisual works, and other materials provided by or on behalf of Soap AI, collectively known as the “Content”. This Content may be owned by us or third parties and is safeguarded by both United States and international laws. Any unauthorized use of the Content could infringe upon copyright, trademark, and other legal statutes.

5.2 You acknowledge that you hold no ownership rights over the Content. Your usage is strictly confined to the allowances set forth in this Agreement, and any other form of use requires our prior written consent. It is imperative that all copyright and other proprietary notices included in the original Content are maintained in any copies you create.

5.3 The Content is not to be sold, transferred, licensed, sublicensed, modified, reproduced, displayed, publicly performed, transformed, distributed, or utilized for any public or commercial purposes. Additionally, posting the Content on any other website or in a networked computer environment is strictly prohibited.

5.4 Any breach of this Agreement immediately revokes your authorization to access and/or use the Content and the Application, necessitating the immediate destruction of any copies of the Content in your possession. Soap AI's trademarks and service marks (“Soap AI Trademarks”), whether registered or not, displayed on the Application, are our exclusive property. Similarly, other trademarks or service marks found on the Platform may belong to third parties (“Third-Party Trademarks”). The Application does not implicitly or explicitly grant the right or license to use any Trademarks displayed without our specific prior written permission for each individual use. Linking to or from the Application using the Trademarks without our prior written approval is also forbidden. All goodwill derived from the use of Soap AI Trademarks accrues to our benefit.

5.5 Certain elements of the Application are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, in any form, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each specific instance.

6. Your Data, Usage Data, De-Identified Data, Aggregate Data, and Output

6.1 “Your Data” refers to any data and information submitted to the Application by you or your Authorized Users, including Patient Recordings and personal information of Authorized Users.

6.2 “Patient Recordings” encompasses: (i) audio and/or video recordings of sessions between you (or your Authorized Users) and patients (and their parents, family members, or friends participating in the sessions), uploaded to the Application; (ii) information and data collected/gathered during such sessions, uploaded to the Platform by you or your Authorized Users.

6.3 “Protected Health Information” or “PHI” is as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and related regulations.

6.4 “Usage Data” consists of anonymous, analytical data about the Application's performance and usage by you and your Authorized Users, including access times, visited sections, access frequency, and other relevant performance data.

6.5 “Output” refers to medical documentation generated by processing Your Data through the Platform, made available to you and your Authorized Users via the Platform.

6.6 You retain full ownership and rights over Your Data and Output, including all modifications, enhancements, or translations thereof, along with all associated intellectual property rights.

6.7 You grant Soap AI a non-exclusive, worldwide, fully paid-up, royalty-free right and license (with sublicensing rights) to use Your Data as follows: (i) for fulfilling Soap AI's obligations under this Agreement during its term; (ii) for Soap AI's internal business purposes, such as Application analysis, updates, and improvement, and enhancing Soap AI's analytics capabilities.

6.8 Any PHI in Your Data will be processed in line with the Business Associate Agreement (BAA) attached as Schedule A. You are solely responsible for the accuracy, quality, and legality of Your Data. Should any conflict arise between this Agreement and the BAA, the terms of the BAA will prevail regarding the processing of PHI. By providing Your Data, you consent to the terms of the BAA, integral to this Agreement.

6.9 Under Section 2a of the BAA, Soap AI reserves the right to use De-identified Data and disclose it to third parties. De-identified Data will be linked with your customer ID to customize and enhance the Platform according to your specific requirements and preferences identifiable from Your Data.

6.10 Notwithstanding any provisions to the contrary, we, along with our third-party service providers, may use Your Data and collected Usage Data in an anonymous, aggregated form (“Aggregate Data”) for operating, maintaining, managing, and improving our products and services, including the Application. Aggregate Data is non-identifiable.

6.11 You consent to our collection, use, publication, dissemination, sale, transfer, and exploitation of such Aggregate Data.

7. Retention of Your Data

7.1 Within the Platform settings, you have the flexibility to decide how your Patient Recordings are handled: (i) choose to have the Patient Recordings deleted immediately after processing by the Platform; or (ii) opt to store the Patient Recordings in the Application consistent with the retention settings you select for the rest of Your Data.

7.2 For Your Data, the Application settings allow you to: (i) retain Your Data on the Platform for a duration of thirty (30) days from the submission date via the Application; or (ii) maintain Your Data on the Application for the entirety of this Agreement’s Term. Should you select option (i) for Your Data, post the thirty (30) day period, Your Data will be deleted, except as outlined in Section 16. However, it's important to note that Your Data will remain within our backup system for an additional seven (7) days and will then be removed following our data retention policies.

7.3 You hold complete control over the retention options you choose in this Section and bear full responsibility for the selections you make regarding the retention of Your Data.

8. Fees

8.1 In exchange for your access to and use of the Application, you are required to remit payment for the subscription plan you selected during registration. Payment should be made within thirty (30) days from the date of invoice issuance.

8.2 We retain the right to revise and modify our pricing structure. You will be provided with reasonable notice of any such changes, and the revised pricing for your subscription plan will become effective in the subsequent service period.

8.3 We hold the right to introduce new or additional fees at any time, subject to providing you with notice.

8.4 Your commitment to purchasing a subscription entails agreeing to compensate us through a third-party payment processor of our choice. We also maintain the right to switch our third-party payment processor at any given time.

9. Application Rules

By accessing and/or utilizing the Application, you are committed to adhering to the following stipulations::

9.1 You will not engage the Application for any unlawful activities.

9.2 You will not access or use the Application to gather market research for competing businesses.

9.3 You will not upload, post, email, transmit, or otherwise distribute any content that violates intellectual property rights, promotes third-party sites, products, or services, or is defamatory, indecent, invasive of privacy, promotes violence, contains hate speech, or reveals sensitive personal information of others.

9.4 You will not impersonate any individual or entity, nor misrepresent your affiliation with any individual or entity.

9.5 You will not attempt to reverse engineer, decompile, or disassemble any software or products accessible through the Application.

9.6 You will not obstruct, conceal, or interfere with any advertisements or safety features on the Application.

9.7 You will not bypass, disable, or impair any protections in the Application.

9.8 You will not employ automated tools (like spiders, robots) for scraping or downloading data from the Application, except for permitted internet search engines and non-commercial archives.

9.9 You will not impose, or potentially impose, an excessive or disproportionate load on our technical infrastructure.

9.10 You will not disrupt or attempt to disrupt the Application's proper functioning through viruses, information collection mechanisms, or unauthorized access.

We retain the absolute right to deny you (or any device) access to the Application or any part of it, without prior notice, at our sole discretion.

10. Restrictions

10.1 The Application is intended solely for use by individuals who are 18 years of age or older. If you are under the age of 18, you are prohibited from accessing and/or using the Application.

10.2 By agreeing to this Agreement, you affirm and warrant that you are at least 18 years old.

11. NO WARRANTIES; LIMITATION OF LIABILITY

THE APPLICATION, THE CONTENT AND OUR SERVICES ARE PROVIDED ON AN “AS IS” AND

“AS AVAILABLE” BASIS, AND NEITHER SOAP AI NOR SOAP AI’S SUPPLIERS MAKE ANY

WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS

AGREEMENT, AND SOAP AI HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR

STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF

NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES

ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF

TRADE. TO THE EXTENT THAT SOAP AI AND SOAP AI'S SUPPLIERS MAY NOT AS A MATTER

OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION

OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. THE PLATFORM,

THE CONTENT, AND THE OUTPUT ARE NOT INTENDED TO DIAGNOSE,

TREAT, CURE, OR PREVENT ANY DISEASE OR HEALTH CONDITION. YOU AND YOUR

AUTHORIZED USERS ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY MEDICAL

CONCLUSIONS OR TREATMENT DECISIONS YOU MAKE BASED UPON ANY OUTPUT

PROVIDED AND/OR MADE AVAILABLE THROUGH THE APPLICATION. THE APPLICATION, THE

CONTENT AND THE OUTPUT IS NOT INTENDED TO BE A SUBSTITUE FOR PROFESSIONAL

MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. SOAP AI DOES NOT WARRANT,

GUARANTEE OR MAKE ANY REPRESENTATION TO YOU OR ANY AUTHORIZED USER

REGARDING THE USE OR PERFORMANCE OF THE APPLICATION, OR ANY COMPONENT

THEREOF OR ANY OUTPUT PRODUCED BY THE APPLICATION. SOAP AI WILL HAVE NO

LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH ANY

USE OF THE APPLICATION, AND/OR THE OUTPUT. SOAP AI IS NOT RESPONSIBLE FOR ANY

DECISIONS TAKEN BY YOU OR ANY OF YOUR AUTHORIZED USERS BASED ON THE

OUTPUT PRODUCED AND/OR MADE AVAILABLE THROUGH THE APPLICATION. YOU AND

EACH OF YOUR AUTHORIZED USER AGREES THAT ITS USE OF THE APPLICATION, THE

OUTPUT, OR ANY COMPONENT THEREOF IS ENTIRELY AT HIS/HER OWN RISK.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT, GUARANTEE OR MAKE

ANY REPRESENTATION, NOR SHALL WE BE RESPONSIBLE FOR (A) THE CORRECTNESS,

ACCURACY, RELIABILITY, COMPLETENESS OR CURRENCY OF THE APPLICATION; OR (B)

ANY RESULTS ACHIEVED OR ACTION TAKEN BY YOU IN RELIANCE ON THE APPLICATION

OR THE OUTPUT OF THE APPLICATION. ANY DECISION, ACT OR OMISSION OF YOURS THAT

IS BASED ON THE APPLICATION OR OUTPUT OF THE APPLICATION IS YOUR OWN AND SOLE

RISK. THE APPLICATION AND THE OUTPUT IS PROVIDED AS A CONVENIENCE ONLY AND

DOES NOT REPLACE THE NEED TO REVIEW THE OUTPUT ACCURACY, COMPLETENESS

AND CORRECTNESS.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I)

WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST

PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION

RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE APPLICATION, THE

CONTENT, THE OUTPUT, OR ANY RELATED SERVICES, EVEN IF WE HAVE BEEN ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU

AND YOUR AUTHORIZED USERS MAY SUFFER AS A RESULT OF YOUR USE OF THE

APPLICATION, THE CONTENT, THE OUTPUT, OR ANY RELATED SERVICES SHALL BE LIMITED

TO THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL FEES PAID BY YOU

TO USE IN THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE

CLAIM ARISES.

12. External Sites

12.1 The Application may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.

12.2 We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

13. Representations and Warranties

13.1 You affirm and guarantee that: (i) you possess all the necessary rights and permissions required to supply or grant us access to and usage of Your Data, and (ii) you have secured all requisite and proper consents, permissions, and authorizations in line with all applicable laws and regulations relating to Your Data as provided under this agreement. This includes, but is not limited to, obtaining consents from patients, their parents, and/or legal guardians. It also covers permissions to record patient sessions and authorization for the use, exchange, and disclosure of any applicable Protected Health Information (PHI), all of which are collectively referred to as “Consents”.

14. Indemnification

14.1 You agree to indemnify, defend, and hold harmless Soap AI, its affiliates, and their respective shareholders, members, officers, directors, employees, agents, and representatives (collectively referred to as “Soap AI Indemnitees”) from any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees (collectively referred to as “Losses”) incurred by any Soap AI Indemnitee in connection with a

third-party claim, action, or proceeding (each, a “Claim”) arising from your or your Authorized User’ (i) breach of this Agreement, including but not limited to, any breach of your representations and warranties; (ii) misuse of the Application, the Output, and/or the Content; (iii) negligence, gross negligence, willful misconduct, fraud, misrepresentation or violation of law; or (iv) violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right; provided, however, that the foregoing obligations shall be subject to our: (i) promptly notifying you of the Claim; (ii) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (iii) providing you with sole control over the defense and negotiations for a settlement or compromise.

15. Compliance with Applicable Laws

15.1 The Application is operated from within the United States, and we do not represent or warrant that the Application is suitable or available for use outside of the United States. Accessing the Application from territories outside of the United States is done at your own risk.

15.2 Regardless of whether you are accessing the Application from within or outside the United States, you bear the sole responsibility for adhering to the laws and regulations of your specific jurisdiction.

16. Term and Termination

16.1 Your entitlement to access and utilize the Application begins once you accept these Terms of Use and persists throughout the period of the subscription plan you chose during registration (the “Term”). Subsequently, the Term will automatically extend for successive periods equal to the length of your initial subscription plan, unless either party provides the other with a minimum thirty (30) days' notice before the expiration of the current renewal term, indicating a decision not to renew.

16.2 We hold the authority to alter, pause, discontinue, or revoke your access and usage of the Application, in whole or in part, at any given moment, without the need for prior notification or incurring any liability. Notwithstanding the termination of these Terms of Use, Sections 5, 6, 7, 8, and 10-22 will remain in effect.

17. Binding Arbitration

17.1 Any dispute that arises under or is related to this Agreement or the Application (referred to as a “Dispute”) will be conclusively and exclusively resolved through binding arbitration, which is governed by the Federal Arbitration Act (“FAA”). Both parties waive the right to litigate such claims in court or have a jury trial, except that either party may bring its claim in its local small claims court, if the rules of that court permit and the claim falls within the court’s jurisdiction. It's important to note that arbitration differs from court proceedings, and the rights to discovery and appeal may be limited.

17.2 Disputes will be settled by a neutral arbitrator, mutually selected by both parties, whose decision will be final except for a limited right of appeal under the FAA. The arbitration process will be initiated and conducted by JAMS, following its then-current Comprehensive Arbitration Rules and Procedures, or the Streamlined Arbitration Rules and Procedures, where applicable. The relevant rules and procedures of JAMS can be accessed at www.jamsadr.com.

17.3 Each party will bear its own JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. The arbitrator’s award can be enforced in any court that has jurisdiction. Although this clause does not prevent the parties from seeking provisional remedies in aid of arbitration from a suitable court, the arbitration, if conducted in person, will take place in the United States county where you reside.

18. Class Action Waiver

18.1 You acknowledge and agree that any arbitration or legal proceeding shall be limited to addressing the Dispute between you and us on an individual basis.

18.2 In accordance with the law's fullest allowances: (i) no arbitration or legal proceeding shall be consolidated with any other case or party; (ii) there is no right or authority for any Dispute to be heard or resolved on a class-action basis or to use class action procedures; and (iii) no Dispute shall be brought forward in a purported representative capacity on behalf of the public or other individuals. You agree to only present claims against us in your individual capacity, and not as a plaintiff or class member in any supposed class or representative proceeding.

19. Equitable Relief

19.1 You recognize and concur that if you breach or pose a threat to breach our intellectual property rights or the confidentiality and proprietary nature of our information, we will incur irreparable damage. Consequently, we will be entitled to seek injunctive relief to enforce the terms of this Agreement.

19.2 Without relinquishing any other available remedies under this Agreement, we retain the right to pursue interim, equitable, provisional, or injunctive relief from any court with appropriate jurisdiction. This action is to safeguard our rights and property while awaiting the resolution of arbitration as mentioned previously.

19.3 You irrevocably and unconditionally agree to both the personal and subject matter jurisdiction of federal and state courts located in the State of California for any such action initiated by us.

20. Governing Legislation and Jurisdiction

​20.1 This Agreement and any legal actions or proceedings arising from it will be governed and construed in accordance with the laws of the State of Texas, disregarding any conflict of law principles.

20.2 The Parties explicitly consent to and agree on the exclusive jurisdiction of the state and federal courts located in the State of Texas for any lawsuits, actions, or proceedings that arise directly or indirectly from this Agreement.

20.3 Both parties waive any objections to the jurisdiction of these courts, including objections based on improper venue or inconvenient forum. Each party irrevocably commits to the exclusive jurisdiction of such courts for any legal actions or proceedings deriving from or connected to this Agreement.

21. Assignment in the Event of Merger or Acquisition

21.1 In the event of a merger, acquisition, reorganization, sale of all or substantially all of our assets, or sale of the service, company or Application provided under these Terms of Use to another entity (collectively referred to as a "Transfer"), we reserve the right to assign, in whole or in part, the rights, duties, and obligations under these Terms of Use to the successor entity without your consent. The successor entity will be permitted to maintain the continuity of the service or Application and to use Your Data in accordance with the terms of this Agreement. You acknowledge that such a Transfer may occur and that any acquirer or successor of ours may continue to use Your Data as set forth in this Agreement.

22. Miscellaneous
22.1 You may not assign any of your rights, duties, or obligations under these Terms of Use to any person or entity, in whole or in part, without written consent from Soap AI. Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, the Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the

parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

23. Feedback

23.1 We welcome and appreciate your feedback, comments, and suggestions for enhancements to the Application and our services (“Feedback”). While we encourage you to email us your insights, please refrain from sending any content that includes confidential information.

23.2 Regarding any Feedback you provide, we reserve the right to freely use, disclose, and implement any ideas, concepts, know-how, techniques, or other materials present in your Feedback for any purpose. This includes, but is not limited to, the development, production, and marketing of products and services that incorporate such Feedback. This use will be without any obligation for compensation or attribution to you.

Copyright 2023 First Draft AI LLC. All rights reserved.

_______________________________________________________

SCHEDULE A

Business Associate Agreement

This Business Associate Agreement ("BAA") is established between First Draft AI LLC ("Business Associate") and Customer ("Covered Entity"), and becomes effective on the Effective Date.

WHEREAS, as per the Terms of Use, Business Associate is engaged to render specific services to, for, or on behalf of Covered Entity which involve the utilization or disclosure of Protected Health Information ("PHI"), and according to such Terms of Use, Business Associate may fulfill the role of a "business associate" as recognized by Covered Entity; and

WHEREAS, it is the mutual objective of Covered Entity and Business Associate to uphold the confidentiality and ensure the protection of PHI divulged to Business Associate as mandated by the Provider Agreement. This is in alignment with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"), the Standards for Privacy of Individually Identifiable Health Information issued by the U.S. Department of Health and Human Services at 45 CFR § 160 and § 164 (collectively, the "HIPAA Rules"), and the Health Information Technology for Economic and Clinical Health Act of 2009 ("HITECH Act"), with each being subject to modifications over time; and

WHEREAS, the intent of this BAA is to comply with certain stipulations and obligations of the HIPAA Rules and the HITECH Act, as they may be revised periodically.

NOW, THEREFORE, in recognition of the mutual commitments herein and the sharing of information as stipulated in this BAA, the parties hereto concur as follows:

1. Definitions

1.1 The meanings of terms in this BAA that are not specifically defined herein shall align with their respective definitions as stipulated in 45 CFR Parts 160, 162, and 164, or as described in the HITECH Act.

2. Business Associate Obligations

2.1 Permitted Uses and Disclosures: Business Associate agrees to only Use or Disclose PHI as necessary in order to perform the services set forth in the Provider Agreement, as permitted under this BAA, or as Required by Law. Business Associate shall have the right to de-identify any and all PHI, provided that Business Associate implements a de-identification process that conforms to the requirements of 45 C.F.R. 164.514(a)-(c) (“De-identified Data”). Business Associate may Use or Disclose such De-identified Data to third parties at its discretion, as such De-identified Data does not constitute PHI and is not subject to the terms of this BAA. Business Associate shall own all right, title and interest in and to such De-identified Data.

2.2 Nondisclosure: Business Associate shall not Use or further Disclose PHI other than as permitted or required by this BAA.

2.3 Protection Measures: The Business Associate commits to employing suitable measures to safeguard that PHI is neither used nor disclosed in ways not permitted by this BAA. Moreover, the Business Associate is obliged to develop a comprehensive policy for information privacy and security. This policy must include administrative, technical, and physical safeguards that are appropriately scaled and intricately designed to match the Business Associate's operational scope and the breadth of its responsibilities.

2.4 Mitigation and Reporting of Disclosures: The Business Associate will notify the Covered Entity of any instances where PHI is used or disclosed in a manner not specified in this BAA, upon becoming aware of such instances. Furthermore, the Business Associate commits to minimizing, as much as possible, any detrimental impact that it is aware of resulting from the use or disclosure of PHI by the Business Associate that breaches the terms of this BAA.

2.4 Agents of the Business Associate: The Business Associate is responsible for ensuring that any subcontractors that receive Protected Health Information (PHI), either directly from the Business Associate or through the Business Associate on behalf of the Covered Entity, adhere to the same restrictions and obligations that apply to the Business Associate regarding that PHI.

2.5 Provision of Information to the Covered Entity: The Business Associate is required to supply the Covered Entity (or an Individual, as specified by the Covered Entity) with any information the Covered Entity requests. This information must be provided within the timeframe and in the manner the Covered Entity specifies, to assist the Covered Entity in fulfilling its duties, if any, to grant access to, deliver copies of, and document disclosures of PHI in compliance with HIPAA and HIPAA Regulations. This includes, but is not limited to, the requirements outlined in 45 CFR §§ 164.524 and 164.528. Requests for such information should be made at least 14 days before the needed date.

2.6 Modification of PHI: The Business Associate must make amendments to PHI within a Designated Record Set as instructed or approved by the Covered Entity, whether at the request of the Covered Entity or an Individual. This must be done within the timeframe and according to the methods specified by the Covered Entity. This is to assist the Covered Entity in meeting its potential obligations to modify PHI in accordance with HIPAA and HIPAA Regulations, including, but not limited to, the stipulations in 45 CFR § 164.526. Furthermore, the Business Associate is required to integrate any changes to the PHI into the versions of the PHI it holds, as per the directions of the Covered Entity.

2.7 Organizational Procedures: The Business Associate is obligated to provide access to its internal procedures, documentation, and records concerning the utilization and disclosure of PHI received from the Covered Entity (or generated or obtained by the Business Associate on behalf of the Covered Entity). This access should be granted to the Secretary, at a time and in a manner specified by either the Covered Entity or the Secretary, to facilitate the Secretary's assessment of the Covered Entity's adherence to HIPAA and the HIPAA Regulations.

2.8 Record-Keeping of Disclosures for Accounting Purposes: The Business Associate consents to maintaining records of PHI disclosures and pertinent details regarding these disclosures. This documentation is necessary to enable the Covered Entity to fulfill an Individual's request for an account of PHI disclosures, as stipulated under 45 CFR § 164.528.

2.9 Provision of Documentation for Accounting: The Business Associate concurs to supply the Covered Entity, or an Individual, with the documented information as specified in Section 2(i) of this BAA. This provision will occur within a timeframe and through a method determined by the Covered Entity, ensuring that the Covered Entity can address an Individual's request for a record of PHI disclosures in line with 45 CFR § 164.528.

2.10 Breach Notification: Throughout the duration of this BAA, the Business Associate is committed to informing the Covered Entity within ten (10) days upon becoming aware of any breach involving unsecured PHI. Additionally, in alignment with Section 13402 of the HITECH Act, the Business Associate agrees to furnish the Covered Entity with information that enables the Covered Entity to comply with the obligations of the aforementioned section, with the specifics of the information delivery (including manner and format) to be dictated by the Covered Entity.

2.11 Principle of Minimum Necessity: In circumstances where the Business Associate is utilizing, disclosing, or seeking PHI from the Covered Entity, or in any instance governed by this BAA, the Business Associate will restrict the PHI involved to the least amount required to achieve the specific objective of the use, disclosure, or request.

3. Responsibilities of the Covered Entity

3.1 The Covered Entity is tasked with employing suitable protective measures to preserve the confidentiality, privacy, and security of the PHI sent to the Business Associate under this BAA. This responsibility endures in accordance with HIPAA and HIPAA Regulations until the PHI is duly received by the Business Associate.

3.2 When requested, the Covered Entity must supply the Business Associate with its privacy practice notice as prepared in compliance with 45 CFR § 164.520. This includes any amendments to the notice.

3.3 The Covered Entity is responsible for informing the Business Associate of any alterations in, or withdrawal of, an Individual's consent regarding the use or disclosure of PHI, particularly if such changes influence the Business Associate's allowed or necessary uses or disclosures.

3.4 The Covered Entity will notify the Business Associate about any agreed-upon limitations on the use or disclosure of PHI as per 45 CFR § 164.522. This is essential if the restriction impacts the Business Associate's authorized or obligatory uses or disclosures.

4. Term and Termination

4.1 Term. This BAA becomes active from the Effective Date and will conclude when all PHI received from the Covered Entity by the Business Associate, or created or obtained by the Business Associate on the Covered Entity's behalf, is either destroyed or handed back to the Covered Entity. If it's not possible to return or destroy the PHI, then protective measures should be continued for such information, as detailed in the termination clauses of this section. Provisions of this BAA that are necessary for compliance with HIPAA and HIPAA Regulations will persist even after the BAA's termination.

4.2. Material Breach. A material breach of any term of this BAA by either party will be deemed a material breach of the BAA itself, provided that the party responsible for the breach doesn't rectify it within thirty (30) days after receiving a notice that outlines the breach.

4.3. Appropriate Measures to Rectify Breach. Should either party become aware of an action or pattern by the other party that amounts to a material breach or infraction of the obligations under this BAA, the party not at fault must inform the breaching party of the issue. The party at fault must then undertake appropriate actions to rectify the breach or violation within a maximum of thirty (30) days. If the party at fault fails to resolve the issue, the non-breaching party has the right to either terminate the BAA, if it's viable, or, in cases where termination isn't feasible and the breaching party has contravened HIPAA Rules, report the breach or violation to the Secretary.

4.4. Legal or Administrative Actions. The BAA can be immediately terminated by either party if the other party is implicated as a defendant in a criminal case alleging a breach of HIPAA, or if in any administrative or civil proceeding where the party is involved, a verdict or agreement is reached that the party violated any HIPAA standard or other laws related to security or privacy.

5. Effect of Termination

5.1 Unless stated in paragraph (5.2) of this Section or if mandated by law or regulation to be kept by the Business Associate, upon the termination of the BAA for any reason, the Business Associate must either return or destroy all PHI received from the Covered Entity (or created or received by the Business Associate on behalf of the Covered Entity) that it still possesses in any form, at the expense of the Covered Entity. The Business Associate is not allowed to keep any copies of such PHI. This requirement also applies to PHI in the custody of subcontractors or agents of the Business Associate.

5.2 If the Business Associate concludes that it's impractical to return or destroy the PHI, it must notify the Covered Entity about the reasons making return or destruction impracticable. If both parties concur that returning or destroying the PHI is impracticable, the Business Associate shall continue to apply the protections of this BAA to such PHI. It should restrict any further use or disclosure of this PHI to purposes that necessitate the retention, for as long as the PHI is kept by the Business Associate. The obligations of the Business Associate under this Section persist even after the BAA has ended.

5.3 Modification to Comply with Legislation: Both parties recognize that laws regarding electronic data security and privacy are constantly changing, and as a result, amending the BAA might be necessary to ensure compliance. The parties commit to taking necessary actions to adhere to the standards and requirements of HIPAA, the HIPAA Rules, the HITECH Act, and other relevant laws concerning the security or confidentiality of PHI. At the request of either party, both shall promptly commence negotiations to discuss the terms of a BAA amendment that aligns with these standards and requirements. Should a party fail to engage in such negotiations or to agree to a BAA amendment that meets the necessary safeguards for PHI as per HIPAA, the HIPAA Rules, the HITECH Act, or other applicable laws, the other party may terminate the BAA with thirty (30) days’ written notice.

5.4 No External Beneficiaries: This BAA is not intended to, nor does it, grant any rights, remedies, obligations, or liabilities to any person other than the Covered Entity, the Business Associate, and their respective successors and assigns. No other person or entity is to be considered a third party beneficiary of this BAA.

5.5 BAA Continuity. Except as specifically needed to fulfill the objectives of this BAA, or when incompatible with this BAA, all other terms of the BAA shall remain effective and binding.

5.6 Interpretation. The terms of this BAA should be interpreted as broadly as required to implement and comply with HIPAA, the HIPAA Rules, and any other pertinent legislation concerning the security and privacy of PHI. Any ambiguities in this BAA are to be resolved in favor of an interpretation that allows the Covered Entity to adhere to the HIPAA Rules.

5.7 References to Regulations. References within this BAA to specific sections of the HIPAA Rules or the HITECH Act refer to those sections as currently enacted or as may be amended, and compliance with them is required.