Terms and Conditions & Business Associate Agreement

PLATFORM TERMS OF USE

Last Updated: June 23, 2025

These Platform Terms of Use (these "Terms of Use") constitute a legal agreement between you and Chartbrite LLC ("Chartbrite," "we," "us," or "our"). These Terms of Use specify the terms under which you may access and use our proprietary software as a service (SaaS) platform that is made available to you as a web application and/or a mobile application (if any) (the "Platform").

PLEASE READ THESE TERMS OF USE CAREFULLY

BY ACCESSING AND/OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE, AND THE TERMS AND CONDITIONS OF OUR PRIVACY POLICY (THE "PRIVACY POLICY"), WHICH IS HEREBY INCORPORATED INTO THESE TERMS OF USE AND MADE A PART HEREOF BY REFERENCE (COLLECTIVELY, THE "AGREEMENT"). IF YOU DO NOT AGREE TO ANY OF THE TERMS IN THIS AGREEMENT, THEN PLEASE DO NOT USE THE PLATFORM.

If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Platform, or to modify the Agreement, at any time and without prior notice. If we modify the Agreement, we will send you email notification to your registered email address informing you that the Agreement has been modified, and present you with a notification upon your next login to the Platform directing you to review the modified Agreement. By continuing to access or use the Platform after receiving such email notification and login notification, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Platform.

THE SECTIONS BELOW TITLED "BINDING ARBITRATION" AND "CLASS ACTION WAIVER" CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

1. RIGHT TO ACCESS AND USE THE PLATFORM

Subject to the terms and conditions of this Agreement, Chartbrite hereby grants you during the Term of this Agreement a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform solely for text editing, formatting, and stylistic enhancement of medical documentation for professional purposes. The Platform functions as a medical writing assistant tool that helps improve the clarity, consistency, and professional presentation of medical records through text editing capabilities similar to grammar checkers and style editors. This right to access establishes a relationship between individual practitioners and Chartbrite LLC. If you are an organization, this right includes authorizing your Authorized Users to access and use the Platform on your behalf.

You agree not to:

  • Reverse engineer or attempt to access the Platform's source code
  • Modify or create derivatives of the Platform
  • Copy any part of the Platform
  • Resell or distribute the Platform
  • Remove proprietary markings from the Platform
  • Use the Platform in violation of any law or to build a competing product
  • Introduce harmful code to the Platform
  • Attempt to jailbreak the Platform
  • Save or store Platform data outside of the intended functionality
  • Use the Platform for the benefit of unauthorized third parties
  • Circumvent our safeguard technologies

If you violate this section, Chartbrite reserves the right in its sole discretion to immediately deny you access to the Platform, or any portion of thereof, without notice. Chartbrite reserves the right to change the availability of any feature, function, or content relating to the Platform, at any time, without notice or liability to you.

2. AUTHORIZED USERS

If you are an individual practitioner, you are considered the primary Authorized User. If you are an organization, your employees and contractors who access and use the Platform on your behalf are referred to herein as "Authorized Users."

Each Authorized User must create an account by providing his/her email address and creating a password (collectively "Login Credentials"). Login Credentials cannot be shared between Authorized Users or by any Authorized User with a third party. Login Credentials must be kept confidential. You agree to immediately notify us of any unauthorized use or suspected unauthorized use of any Login Credentials.

You are fully responsible for all activities, and use or misuse of the Platform, that is associated with your Login Credentials or, if you are an organization, your Authorized Users' Login Credentials. If you are an organization, you are also responsible for ensuring that your Authorized Users comply with these Terms of Use. You will promptly inform us of any need to deactivate or change any Login Credentials. We have the right to disable any Platform account username or password at any time for any reason, including if in our sole discretion we believe that you have failed to comply with these Terms of Use.

3. TRIALS

We will provide you with access to the Platform free of charge for a period of fourteen (14) days ("Trial Period"). Such access is limited to evaluating the Platform to determine whether to purchase a subscription for the Platform. During the Trial Period, you or your Authorized Users may not use the Platform for any other purposes, including but not limited to competitive analysis, commercial, professional or for-profit purposes.

We reserve the right in our sole discretion to terminate you and your Authorized Users' access to the Platform during the Trial Period at any time. You may cancel the trial at any time during the Trial Period by providing written notice to us. Following the Trial Period, you may decide to purchase a paid subscription to the Platform by notifying us.

Notwithstanding anything to the contrary set forth in this Agreement, during any Trial Period, we will have no warranty obligations beyond those required by applicable law; we will have no liability for business interruption, lost profits, or consequential damages arising out of or in connection with the Platform, but we maintain liability for data security breaches, privacy violations, and violations of applicable law; and you and your Authorized Users use of the Platform is at your own risk for business and operational purposes.

4. USE OF PERSONAL INFORMATION

Your use of the Platform may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy, which is hereby incorporated by reference in its entirety.

5. OWNERSHIP

The Platform contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Chartbrite (collectively referred to as the "Content"). For the avoidance of doubt, Content shall not include Your Data. The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws.

Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content, and the Platform automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of Chartbrite (the "Chartbrite Trademarks") used and displayed on the Platform are registered and unregistered trademarks or service marks of Chartbrite. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the "Third-Party Trademarks," and, collectively with Chartbrite Trademarks, the "Trademarks"). Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Chartbrite Trademarks inures to our benefit.

Elements of the Platform 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, by any means, 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 instance.

6. UPLOADED DATA; USER DATA; AGGREGATE DATA; AND OUTPUT

In this Agreement:

  • PHI (Protected Health Information) refers to patient information protected under HIPAA
  • Uploaded Data means all medical documentation and text that you and your Authorized Users submit to the Platform for editing and formatting
  • User Data means (i) information we collect about how you and your Authorized Users use the Platform (such as login times, features used, and session data), and (ii) writing characteristics extracted from your Uploaded Data through automated analysis, excluding PHI
  • Output means the text-edited and formatted versions of your original medical documentation, containing the same clinical content with improved style, formatting, and presentation

As between the parties, all right, title, and interest in and to the Platform, the User Data, and the Aggregate Data, including all modifications, improvements, adaptations, enhancements, derivatives, or translations made thereto or therefrom, and all intellectual property rights therein, are and will remain the sole and exclusive property of Chartbrite.

You own all right, title, and interest in and to your Uploaded Data and your Output, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all intellectual property rights therein. Chartbrite does not retain, use, or store your Uploaded Data or Output beyond what is necessary to provide the Platform services during your session.

You hereby grant Chartbrite a non-exclusive, royalty-free right and license to use your User Data solely for: (i) improving the text editing, formatting, and stylistic enhancement capabilities of the Platform; (ii) generating Aggregate Data as defined herein; and (iii) ensuring Platform security and performance. This license does not include the right to grant sublicenses without your prior written consent, except to subcontractors bound by substantially similar confidentiality and data protection obligations. We will not use User Data for competitive analysis or to develop competing products.

We will process any PHI included in your Uploaded Data in accordance with the Business Associate Agreement attached hereto as Schedule A ("BAA"). You will have sole responsibility for the accuracy, quality, and legality of your Uploaded Data. If the terms of this Agreement conflict with the terms of the BAA, the terms of the BAA shall control solely with respect to processing of PHI. By accessing or using the Platform, you agree to be legally bound by the terms and conditions of the BAA, which is made part of this Agreement.

Aggregate Data. Notwithstanding anything to the contrary herein, we may use and may permit our third-party service providers to access and use, User Data in an anonymous and aggregated form ("Aggregate Data") for the purposes of operating, maintaining, managing, and improving our products and services including the Platform. Aggregate Data does not identify you, your Authorized Users, or any individual patients. You hereby agree that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data.

7. DATA STORAGE AND RETENTION

Chartbrite will retain User Data for a period of twelve (12) months from the date you cancel your relationship with Chartbrite LLC. You may request earlier deletion of User Data at any time, which we will complete within thirty (30) days except where retention is required by law. We will provide written confirmation of data deletion upon request. PHI will be handled according to the retention and deletion terms specified in the BAA.

8. FEES

When you purchase a Subscription:

  • You'll be charged regularly (monthly or annually) at the current rate
  • Payments are automatic until you cancel or change your payment method
  • You're responsible for keeping your payment information current
  • To cancel, visit your account billing page or email support@chartbrite.com
  • We don't provide refunds for unused portions of your Subscription

YOU MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE INFORMATION FOR YOUR ACCOUNT, AND PROMPTLY UPDATE ALL INFORMATION TO KEEP SUCH ACCOUNT INFORMATION CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE). FURTHER, YOU MUST PROMPTLY NOTIFY US IF A PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USERNAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE THROUGH YOUR ACCOUNT.

Chartbrite may terminate or suspend your Subscription for any reason or no reason in accordance with these Terms of Use; including for actions that pose a security risk to the Platform or other users, and failure to pay the applicable fees when due. If we terminate or suspend your Subscription, your right to use any software or content provided in connection with the Subscription is also terminated or suspended (as applicable).

If Chartbrite terminates your subscription without cause, you will receive a pro-rata refund for any prepaid unused period. No refunds will be provided for terminations due to breach of this Agreement, including violations of Section 10 (Prohibited AI Interactions) or other material violations.

9. PLATFORM RULES

By accessing and/or using the Platform, you agree not to:

  • Use the Platform for any illegal purpose
  • Use the Platform for competitive market research
  • Upload patient information for patients not under your care
  • Attempt to use the Platform's AI for clinical decision support, medical advice, diagnosis, or any clinical purpose (see Section 10 for detailed prohibitions)
  • Share content that:
    • Violates others' intellectual property rights
    • Contains advertising or spam
    • Is defamatory, obscene, or contains hate speech
    • Reveals personal information about others
    • Impersonate others or misrepresent your identity
  • Tamper with the Platform's code or security features
  • Create multiple accounts to extend free trials or avoid fees
  • Use automated tools to download data (except search engines)
  • Overload our infrastructure
  • Attempt to hack, interrupt, or interfere with the Platform

We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Platform, or any portion thereof, without notice.

10. PROHIBITED ARTIFICIAL INTELLIGENCE INTERACTIONS

IMPORTANT: The Platform's Artificial Intelligence (AI) is designed exclusively for text editing and formatting. Any attempt to use the Platform's AI capabilities for clinical purposes constitutes a material breach of this Agreement.

You specifically agree not to attempt to prompt, instruct, or otherwise direct the Platform's AI to:

  • Provide clinical decision support or medical advice of any kind
  • Diagnose, assess, or evaluate any medical condition or patient status
  • Exercise clinical judgment or make medical determinations
  • Interpret medical data, test results, or clinical findings
  • Recommend treatments, medications, or medical interventions
  • Generate clinical assessments or medical opinions
  • Create new medical content beyond formatting existing content
  • Act as a medical professional or provide medical expertise
  • Make predictions about patient outcomes or prognosis
  • Suggest changes to medical care or treatment plans

VIOLATION CONSEQUENCES: Attempting to use the Platform for any prohibited clinical purpose will result in:

  • Immediate suspension or termination of your account
  • Potential legal action for breach of contract
  • Forfeiture of all fees paid without refund

MONITORING: We reserve the right to monitor Platform usage to ensure compliance with these restrictions. Users found attempting to circumvent these limitations through prompt engineering, indirect requests, or other means will face immediate account termination.

11. RESTRICTIONS

The Platform is available only for individuals aged 18 years or older. If you are under 18 years of age, then please do not access and/or use the Platform. By entering into this Agreement, you represent and warrant that you are 18 years or older.

12. FEEDBACK

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Platform and our services ("Feedback"). Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to any Feedback you provide, we shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in your Feedback for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.

13. NO WARRANTIES; LIMITATION OF PLATFORM FUNCTIONALITY & LIABILITY

PLATFORM FUNCTIONALITY DESCRIPTION

The Platform is designed exclusively as a writing assistant and text editing tool for document preparation. The Platform functions by:

  • Improving sentence structure, grammar, and readability of medical documentation
  • Standardizing medical terminology and formatting for consistency
  • Enhancing the professional presentation and clarity of medical records
  • Correcting spelling, punctuation, and stylistic elements
  • Maintaining formatting consistency across documents

THE PLATFORM AIMS TO, but does not warranty that it does, PRESERVE ALL ORIGINAL CLINICAL CONTENT WITHOUT MODIFICATION. THE PLATFORM SHALL NOT BE USED TO:

  • Add, remove, or modify any clinical information, diagnoses, or medical facts
  • Interpret or analyze medical data or patient information
  • Provide clinical decision support, medical advice, or treatment recommendations
  • Diagnose, treat, cure, or prevent any medical condition or disease
  • Replace clinical judgment, medical expertise, or professional decision-making
  • Generate new medical content or clinical interpretations
  • Make recommendations regarding patient care, treatment, or medical decisions

USER RESPONSIBILITY FOR MEDICAL CONTENT

You and your Authorized Users remain solely responsible for:

  • All clinical content, medical accuracy, and factual information in your documentation and the output
  • Reviewing and validating all text-edited output before use
  • Ensuring all medical decisions and documentation comply with applicable standards
  • Maintaining the clinical integrity and accuracy of all medical records

PLATFORM WARRANTIES AND LIABILITY LIMITATIONS

IMPORTANT: We provide the Platform "as is" without warranties regarding:

  • Continuous availability or error-free operation
  • Accuracy of text editing suggestions or formatting changes
  • Suitability for any particular medical specialty or documentation requirement
  • Compliance with specific institutional style guides or formatting requirements

The Platform functions as a writing assistance tool. You remain responsible for reviewing all edited content to ensure it meets your professional standards and accurately reflects your medical documentation.

LIABILITY LIMITATIONS:

  • We don't guarantee the Platform will always be error-free or uninterrupted
  • The Platform and its outputs are tools to assist you, not replace medical judgment
  • You remain responsible for all medical decisions and treatment choices
  • Chartbrite is not liable for healthcare decisions you make using our Platform

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 PLATFORM, 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 PLATFORM, 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.

14. EXTERNAL SITES

The Platform 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 website administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.

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.

15. REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

  • You have all rights and permissions necessary to provide us with or grant us access to and use of Your Data
  • You obtained all necessary and appropriate consents, permissions, and authorizations in accordance with all applicable laws and regulations with respect to Your Data provided hereunder, including but not limited to, consents from patients, their parents and/or legal guardians, including written consents to record patient visit sessions and authorization for the use, exchange and disclosure of any applicable PHI (collectively, "Consents")
  • You will maintain records of such Consents for the time required by applicable laws and regulations. Upon our request, you shall provide copies of such Consents to us.

16. INDEMNIFICATION

You will indemnify, defend, and hold Chartbrite, its affiliates, and our and their respective shareholders, members, officers, directors, employees, agents, and representatives (collectively, "Chartbrite Indemnitees") harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney's fees (collectively, "Losses") incurred by any Chartbrite Indemnitee in connection with a third-party claim, action, or proceeding (each, a "Claim") arising from your or your Authorized User's:

  • Breach of this Agreement, including but not limited to, any breach of your representations and warranties
  • Misuse of the Platform, the Output, and/or the Content
  • Negligence, gross negligence, willful misconduct, fraud, misrepresentation or violation of law
  • Violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right

Provided, however, that you may not settle any Claim against Chartbrite unless Chartbrite consents to such settlement, and further provided that Charbrite will have the right, at its option, to defend itself against any such Claim or to participate in the defense thereof by counsel of its own choice.

17. COMPLIANCE WITH APPLICABLE LAWS

The Platform is based in the United States. We make no claims concerning whether the Platform may be viewed or be appropriate for use outside of the United States. If you access the Platform from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

18. TERM; TERMINATION

Your right to access and use the Platform will commence upon your acceptance of these Terms of Use and will continue for the duration of the subscription plan that you selected at registration (the "Term"). Thereafter, the Term will automatically renew for consecutive terms equivalent to the duration of your subscription plan, unless either of us notifies the other at least thirty (30) days prior to the expiration of the then-current renewal term of its intention to not renew.

We reserve the right to change, suspend, discontinue or terminate your access and use of all or any part of the Platform at any time without prior notice or liability. Violations of Section 10 (Prohibited AI Interactions) will result in immediate termination without notice. Sections 4, 5, 6, and 8 through 23 shall survive the termination of these Terms of Use.

19. BINDING ARBITRATION

In the event of a dispute arising under or relating to this Agreement, the Platform (each, a "Dispute"), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act ("FAA").

NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT'S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.

All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association, JAMS, or another nationally recognized arbitration organization as mutually agreed by the parties.

Each party will be responsible for paying any filing, administrative, and arbitrator fees in accordance with the rules of the arbitration organization. Judgment on the arbitrator's award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

The arbitration may be conducted in person, through the submission of documents, by phone, video conference, or online. At the election of either party, the arbitration may be conducted by telephonic or video conference proceedings. If conducted in person, the arbitration shall take place in King County, Washington, unless both parties agree to an alternative location. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. Discovery shall be limited to the exchange of documents and information that are directly relevant to the claims and defenses raised in the arbitration, as determined by the arbitrator. No depositions, interrogatories, or other formal discovery procedures shall be permitted unless specifically authorized by the arbitrator for good cause shown.

Nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

20. CLASS ACTION WAIVER

YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN US AND YOU INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY LAW, (I) NO ARBITRATION OR PROCEEDING SHALL BE JOINED WITH ANY OTHER; (II) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED OR RESOLVED ON A CLASS ACTION-BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND (III) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

21. EQUITABLE RELIEF

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of Washington for purposes of any such action by us.

22. CONTROLLING LAW; EXCLUSIVE FORUM

The Agreement and any action related thereto will be governed by the laws of the State of Washington without regard to its conflict of laws provisions. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of Washington for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.

23. MISCELLANEOUS

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 Chartbrite. 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 to 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.


BUSINESS ASSOCIATE AGREEMENT (SCHEDULE A)

Last Updated: June 23, 2025

This Business Associate Agreement ("BAA") is entered into by and between Chartbrite LLC ("Business Associate") and the Customer ("Covered Entity") and is effective as of the date the Customer accepts this agreement by clicking "Agree" or otherwise using Business Associate's services ("Effective Date").

1. PURPOSE AND BACKGROUND

WHEREAS, Business Associate provides services to Covered Entity that may involve the use or disclosure of Protected Health Information;

WHEREAS, these services include text editing, formatting, stylistic enhancement, and grammar checking of medical documentation, functioning as a medical writing assistant tool similar to other text editing software;

WHEREAS, both parties shall comply with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), its implementing regulations at 45 CFR Parts 160 and 164, and the Health Information Technology for Economic and Clinical Health Act of 2009 ("HITECH Act");

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

2. DEFINITIONS

2.1. "Business Associate" shall have the meaning set forth in 45 CFR 160.103.

2.2. "Covered Entity" shall have the meaning set forth in 45 CFR 160.103.

2.3. "Protected Health Information" or "PHI" means individually identifiable health information transmitted or maintained in any form or medium.

2.4. "De-identified Data" shall have the meaning set forth in 45 CFR 164.514.

2.5. Additional terms not defined herein shall have the meaning set forth in HIPAA, HITECH, or relevant data protection laws.

3. OBLIGATIONS OF BUSINESS ASSOCIATE

3.1. Permitted Uses and Disclosures

Business Associate shall only use or disclose PHI:

a. As necessary to provide services set forth in the Terms of Service;
b. For proper management and administration of Business Associate; or
c. As permitted by this BAA or required by law.

3.2. General Security Requirements

Business Associate shall:

a. Implement and maintain appropriate administrative safeguards;
b. Maintain comprehensive security policies and procedures;
c. Document and regularly evaluate the effectiveness of security measures; and
d. Provide annual HIPAA compliance training for all staff members with PHI access.

3.3. Technical Safeguards

Business Associate shall:

a. Implement and maintain appropriate technical safeguards;
b. Comply with the HIPAA Security Rule for electronic PHI;
c. Maintain AES-256 encryption for all PHI in transit and at rest;
d. Implement automatic session timeout and access controls; and
e. Maintain comprehensive audit logs with a minimum retention period of 12 months.

3.4. Physical Safeguards

Business Associate shall:

a. Maintain secure facilities with restricted physical access;
b. Implement workstation security measures;
c. Control access to physical media containing PHI; and
d. Properly dispose of physical media containing PHI.

3.5. Subcontractor Management

Business Associate shall:

a. Ensure subcontractors agree in writing to the same restrictions and conditions;
b. Implement reasonable due diligence procedures for selecting subcontractors;
c. Maintain a current list of all subcontractors with PHI access; and
d. Notify Covered Entity of any subcontractor security incidents within fifteen (15) calendar days of when the Business Associate was made aware of the incident.

3.6. Incident Reporting

Business Associate shall:

a. Report any unauthorized use, disclosure, or breach of PHI within fifteen (15) calendar days;
b. Provide all information necessary for breach notification obligations;
c. Maintain documentation of all reported incidents and responses; and
d. Cooperate with any investigation or mitigation efforts.

3.7. Individual Rights

Business Associate shall:

a. Make PHI available for access within fifteen (15) calendar days of request;
b. Process amendment requests within fifteen (15) calendar days;
c. Provide accounting of disclosures within fifteen (15) calendar days; and
d. Maintain appropriate documentation of all requests and responses.

3.8. Data Management

Business Associate shall:

a. Limit PHI use to the minimum necessary;
b. Collect only required patient information;
c. Implement data minimization procedures; and
d. Maintain PHI as the exclusive property of Covered Entity.

4. OBLIGATIONS OF COVERED ENTITY

4.1. Security Measures

Covered Entity shall:

a. Use appropriate safeguards when transmitting PHI;
b. Secure workstations used for accessing PHI;
c. Enable automatic logoff on all workstations; and
d. Properly dispose of PHI-containing media.

4.2. Notifications and Updates

Covered Entity shall notify Business Associate of:

a. Limitations in its privacy practices;
b. Changes in PHI use authorizations;
c. Individual restrictions on PHI use; and
d. Any relevant changes in operations or policies.

4.3. Access Controls

Covered Entity shall:

a. Maintain secure account credentials;
b. Prevent unauthorized access to services;
c. Ensure only authorized personnel access systems; and
d. Comply with all applicable security requirements.

5. TERM AND TERMINATION

5.1. Term

This BAA shall remain effective until:

a. All PHI is returned or destroyed; or
b. If return/destruction is infeasible, as long as PHI protections remain in place.

5.2. Updates and Modifications

a. This BAA may be updated to address:
i. Changes in applicable laws
ii. New security requirements
iii. Industry best practices

b. Business Associate shall provide fifteen (15) days notice of material changes
c. Continued service use constitutes acceptance of updates

5.3. General Termination

Either party may terminate if the other:

a. Materially breaches any term without cure within thirty (30) days;
b. Violates HIPAA or applicable law; or
c. Loses required licenses or certifications.

5.4. Immediate Termination

Business Associate may immediately terminate if Covered Entity:

a. Materially breaches HIPAA requirements;
b. Allows unauthorized service access; or
c. Compromises system security.

5.5. Termination Effects

Upon termination:

a. All PHI shall be returned or destroyed;
b. Required PHI retention shall extend protections;
c. Retention reasons shall be documented; and
d. Security measures shall continue for retained PHI.

6. MISCELLANEOUS

6.1. Regulatory Compliance

The parties shall amend this BAA to comply with:

a. Changes in applicable laws;
b. New data protection requirements; and
c. Updated security standards.

6.2. Survival

Sections 3.2, 3.3, 3.4, 3.6, 5.5, and PHI protection obligations shall survive termination.

6.3. Interpretation

Any ambiguity shall be resolved to permit HIPAA compliance.

6.4. Third-Party Rights

This BAA creates no third-party beneficiary rights.

6.5. Governing Law

This BAA shall be governed by the laws of Business Associate's state of operation.

By accessing or using Business Associate's services, Covered Entity accepts these terms.

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