Business Associate Agreement

Effective as of February 5, 2025

1. Introduction

Welcome to pathwai.care (the “Website”). This HIPAA Business Associate Agreement (“BAA”) is entered into by and between PathwAI Labs LLC (“Business Associate”, “PathwAI”, “we”, “us”, or “our”) and you (“Covered Entity”), and is made effective as of the date of electronic acceptance. This BAA sets forth each party’s respective obligations regarding the Services and supplements the written agreement between the parties governing the Services.

Your electronic acceptance of this BAA signifies that you have read, understood, acknowledged, and agreed to be bound by this BAA. This BAA supplements, and is incorporated into, the Master Subscription Agreement or other written agreement between you and PathwAI governing the Services (the “Agreement”), along with our Privacy Policy. Terms capitalized but not defined in this BAA have the meanings set out in the Agreement and the Privacy Policy, respectively, or, if not defined in either, under HIPAA.

The terms “you” or “your” shall refer to any individual or entity who accepts this BAA. Nothing in this BAA shall be deemed to confer any third-party rights or benefits.

We may, in our sole and absolute discretion, change or modify this BAA, any policies or agreements which are incorporated herein, and any limits or restrictions on the Services at any time, and such changes or modifications shall be effective immediately upon posting to the Website. Your use of the Website or the Services after such changes or modifications shall constitute your acceptance of this BAA and Service limitations as last revised. If you do not agree to be bound by this BAA and the Services limitations as last revised, do not continue to use this Website or the Services.

We may occasionally notify you of changes or modifications to this BAA by email. It is, therefore, very important that you keep your contact information current. We assume no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.

The parties agree as follows:

2. Definitions

For purposes of this BAA, any capitalized terms not otherwise defined herein will have the meaning given to them in the Agreement or under HIPAA.

1. “Business Associate” has the same meaning as the term “business associate” in 45 C.F.R. § 160.103 of HIPAA.
2. “Covered Entity” has the same meaning as the term “covered entity” in 45 C.F.R. § 160.103 of HIPAA.
3. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and the rules and regulations thereunder, as amended (including with respect to the HITECH Act).
4. “HITECH Act” means the Health Information Technology for Economic and Clinical Health Act enacted in the United States Congress, which is Title XIII of the American Recovery & Reinvestment Act, and the regulations thereunder, as amended.
5. “Protected Health Information” or “PHI” will have the meaning given to it under HIPAA if provided to PathwAI in connection with your permitted use of the Services.
6. “Security Rule” means 45 C.F.R., Part 164, Subpart C, under HIPAA.
7. “Services” means the PathwAI platform, APIs, and related applications, whether web-based or mobile, through which PathwAI provides functionality to Covered Entities and their Authorized Users.

3. Applicability

• Parties. This BAA applies only to the extent you are acting as a Covered Entity or Business Associate to create, receive, maintain or transmit PHI via the Services and where PathwAI, as a result, is deemed under HIPAA to be acting as a Business Associate of you.
• Services Scope. As of the effective date of this BAA, this BAA is applicable only to the described Services. PathwAI may expand the scope of the described Services to include other PathwAI products or services. If PathwAI expands the scope of the Services, this BAA will automatically apply to the additional products and services as of the date they are included or the date PathwAI has otherwise provided written communication regarding an update to the scope of the included Services (whichever date is earlier).

4. Permitted Use and Disclosure

• By PathwAI. PathwAI may use and disclose PHI only as permitted under HIPAA as specified in the Agreement and under this BAA. PathwAI may also use and disclose PHI for the proper management and administration of PathwAI’s business and to carry out the legal responsibilities of PathwAI, provided that any disclosure of PHI for such purpose may only occur if (1) required by applicable law; or (2) PathwAI obtains written reasonable assurances from the person to whom PHI will be disclosed that it will be held in confidence, used only for the purpose for which it was disclosed, and that PathwAI will be notified of any breach.
• By You. You will not request PathwAI or the Services to use or disclose PHI in any manner that would not be permissible under HIPAA if done by a Covered Entity itself (unless otherwise expressly permitted under HIPAA for a Business Associate). In connection with your management and administration of the Services for end users, you are responsible for using the available controls within the Services to support your HIPAA compliance requirements, including enforcing appropriate controls to support your HIPAA compliance. You will not use the Services to create, receive, maintain or transmit PHI to other PathwAI services outside of the included Services, except where PathwAI has expressly entered into a separate HIPAA business associate agreement for use of such PathwAI services. If you use the Services in connection with PHI, you will use controls available within the Services to ensure (1) all other PathwAI products not part of the Services are disabled for all end users who use the included Services in connection with PHI (except those services where the end user and PathwAI already have an appropriate HIPAA business associate agreement in place); and (2) you take appropriate measures to limit your use of PHI in the Services to the minimum extent necessary for you to carry out your authorized use of such PHI. You agree that PathwAI has no obligation to protect PHI under this BAA to the extent you create, receive, maintain, or transmit such PHI outside of the Services.

5. Appropriate Safeguards

PathwAI and you will use appropriate safeguards designed to prevent against unauthorized use or disclosure of PHI, consistent with this BAA, and as otherwise required under the Security Rule, with respect to the Services.

6. Reporting

PathwAI will promptly notify you following the discovery of a breach resulting in the unauthorized use or disclosure of PHI in violation of this BAA in the most expedient time possible under the circumstances, consistent with the legitimate needs of applicable law enforcement and applicable laws, and after taking any measures necessary to determine the scope of the breach and to restore the reasonable integrity of the Services system by using commercially reasonable efforts to mitigate any further harmful effects to the extent practicable. You hereby agree that any such report, notification or other notice made pursuant to this BAA may be provided electronically. For clarity, you and not PathwAI are responsible for managing whether your end users are authorized to create, receive, maintain or transmit PHI within the Services, and PathwAI will have no obligations relating thereto. This Section will be deemed as notice to you that PathwAI periodically receives unsuccessful attempts for unauthorized access, use, disclosure, modification or destruction of information or interference with the general operation of PathwAI’s information systems and the Services and even if such events are defined as a Security Incident under HIPAA, PathwAI will not provide any further notice regarding such unsuccessful attempts.

7. Customer (Covered Entity) Obligations

Customer is solely responsible for: (a) obtaining and maintaining all necessary patient authorizations or consents; (b) ensuring that PHI uploaded or entered into the Services is accurate and lawfully collected; (c) configuring user roles, permissions, and access controls; and (d) using the Services in a manner consistent with HIPAA. PathwAI shall have no liability for any violation of HIPAA or other law arising from Customer’s actions or omissions.

8. Agents and Subcontractors

PathwAI will take appropriate measures to ensure that any agents and subcontractors used by PathwAI to perform its obligations under the BAA that require access to PHI on behalf of PathwAI are bound by written obligations that provide the same material level of protection for PHI as this BAA. To the extent PathwAI uses agents and subcontractors in its performance of obligations hereunder, PathwAI will remain responsible for their performance as if performed by PathwAI itself under this BAA. PathwAI may engage subcontractors to perform Services involving PHI, provided such subcontractors are bound by written agreements requiring HIPAA-equivalent protections. PathwAI shall use reasonable efforts to ensure compliance by such subcontractors but shall not be responsible for any acts or omissions of subcontractors beyond its reasonable control.

9. Accounting Rights

PathwAI will make available to you the PHI via the Services so you may fulfill your obligation to give individuals their rights of access, amendment, and accounting in accordance with the requirements under HIPAA. You are responsible for managing your use of the Services to appropriately respond to such individual requests.

10. Access to Records

To the extent required by law, and subject to applicable attorney client privileges, PathwAI will make its internal practices, books, and records concerning the use and disclosure of PHI received from you, or created or received by PathwAI on behalf of you, available to the Secretary of the U.S. Department of Health and Human Services (the “Secretary”) for the purpose of the Secretary determining compliance with this BAA.

11. Return/Destruction of Information

Upon termination or expiration of the Agreement, PathwAI shall, upon Customer’s written request, make PHI available for export for thirty (30) days. After such period, PathwAI may securely destroy PHI in accordance with NIST 800-88 or equivalent data-destruction standards. PathwAI may retain copies of PHI as required by law, regulation, or for legitimate business or dispute-resolution purposes, subject to the continuing protections of this BAA.

12. Term and Termination

This BAA will expire upon the earlier of: (i) the termination or expiration of the Services to which this BAA applies; or (ii) your acceptance of an updated HIPAA business associate agreement that supersedes this BAA.

13. Interpretation

It is the parties’ intent that any ambiguity under this BAA be interpreted consistently with the intent to comply with applicable laws.

14. Effect of Agreement

This BAA supersedes in its entirety any pre-existing HIPAA business associate agreement executed by PathwAI and you covering the same Services. Each covenant and agreement in this BAA shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this BAA to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this BAA shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law. In the event there is a conflict between the provisions of this BAA and either the provisions of the Agreement or the Privacy Policy, the provisions of this BAA shall control.