Last Modified: 10/29/2025
This Subscription End User Agreement (this "Agreement") is a binding contract between you (“You”, “Licensee” or "End User”) and AI Med Consult, LLC, a Florida limited liability company ("Provider," "we," or"us"). This Agreement governs your access and use of our products for which you purchase a subscription for access and use from Provider (“Subscription Services”). Use of our AI Med Applications with the Subscription Services is subject to the AI Med Terms of Use and Privacy Policy found on our website https://aicosmeticconsult.com

WE PROVIDE THE PRODUCTS SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY SIGNING THE ORDER FORM, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT END USER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE; AND (II) IF LICENSEE IS A CORPORATION GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, NEITHER PROVIDER OR ITS RESELLERS OR DISTRIBUTORS GRANT ACCESS AND USE OF THE SUBSCRIPTION SERVICES.

Not Medical Advice
THE SUBSCRIPTION SERVICES MAY INCLUDE INFORMATION REGARDING CERTAIN MEDICAL PROCEDURES. THE SUBSCRIPTION SERVICES ARE NOT TO BE USED TO PROVIDE MEDICAL ADVICE, DIAGNOSIS OR TREATMENT, ALL OF WHICH ARE RESERVED EXCLUSIVELY FOR A HEALTHCARE PROFESSIONAL.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SUBSCRIPTION SERVICES.

1. Access and Use.
(a) Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement, Provider hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the
Subscription Services for the duration of the subscription that you purchased. Provider reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to You or any third party, any intellectual property rights or other right, title, or interest in or to the Provider IP.

(b) Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Subscription Services, any software component of the Subscription Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Subscription Services, any software component of the Subscription Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Subscription Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Subscription Services, in whole or in part; (iv) remove any proprietary notices from the Subscription Services or Documentation; (v) use the Subscription Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; or (vi) use the Subscription Services in, or in association with, safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems, or medical advice, diagnosis or treatment.

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(c) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor your use of the Subscription Services and collect and compile data and information related to your use of the Subscription Services to be used by Provider in compliance with Provider’s Privacy Policy, including to compile statistical and performance information related to the provision and operation of the Subscription Services ("Aggregated Statistics"). As between Provider and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider.

(d) Suspension/Termination. Notwithstanding anything to the contrary in this Agreement, Provider or its authorized resellers or distributors may suspend or terminate your and any other Authorized User's access to any portion or all of the Subscription Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP (as defined below); (B) your or any other Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) you or any other Authorized User is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, you have ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider's provision of the Subscription Services to you or any other Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable you to access the Subscription Services; or (iii) in accordance with Section 9 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension/Termination"). Provider and its authorized distributors and resellers will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that you or any other Authorized User may incur as a result of a Service Suspension/Termination.

2. Your Responsibilities. Subscription Services may not be used for unlawful, fraudulent, offensive, or obscene activity or to provide medical advice, diagnosis or treatment. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations in your use of the Subscription Services. You are responsible and liable for all uses of the Subscription Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Subscription Services and shall cause Authorized Users to comply with such provisions. You are responsible for keeping your passwords and access credentials associated with the Subscription Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.

3. Third-Party Products. The Subscription Services may permit access to “Third-Party Products”. “Third Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Subscription Services. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Subscription Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products. Provider does not offer any warranty with respect to Third-Party Products.

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4. Fees and Payment. You shall pay Provider, authorized distributor, or reseller identified in the Order Form the fees as described therein (“Fees”). Failure to pay the Fees permits Provider or its authorized distributors or resellers to terminate access and use of the Subscription Services without any liability whatsoever.

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Credit Card Authorization

You authorize a single (1) or regularly scheduled charge to your credit card. You will be charged the amount indicated in your monthly invoice. A receipt for each payment will be provided to you and the charge will appear on your credit card statement. You agree that no prior notification will be provided unless the date or amount changes, in which case you will receive notice from us at least (10) days prior to the payment being collected.

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5. Privacy Policy. Provider complies with its privacy policy, available at https://aicosmeticconsult.com ("Privacy Policy"), in providing the Subscription Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Subscription Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

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6. Intellectual Property Ownership; Feedback. As between you and us, (a) we or our licensors own all right, title, and interest, including all intellectual property rights, in and to “Provider IP” (meaning the Subscription Services, and all intellectual property provided to You or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of your access to or use of the Subscription Services). If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Subscription Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non- confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

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7. WARRANTY DISCLAIMER. THE SUBSCRIPTION SERVICES AND ALL RESULTS OBTAINED THEREFROM (“RESULTS”) ARE PROVIDED "AS IS" AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SUBSCRIPTION SERVICES, OR ANY PRODUCTS OR RESULTS, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. THE SUBSCRIPTION SERVICES ARE NOT TO BE USED TO PROVIDE MEDICAL ADVICE, DIAGNOSIS OR TREATMENT ALL OF WHICH ARE RESERVED EXCLUSIVELY FOR A HEALTHCARE PROFESSIONAL.

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8. Limitations of Liability. IN NO EVENT WILL PROVIDER, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, SUPPLIERS, VENDORS, DISTRIBUTORS OR RESELLERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE AND ACCESS OF THE SUBSCRIPTION SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE AND ACCESS OF THE SUBSCRIPTION SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED $100.00. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. ​

 

9. Term and Termination. The term of this Agreement shall survive for as long as you access and use the Subscription Services unless terminated earlier as permitted herein. Provider is permitted to terminate this Agreement and your access and use of the Subscription Services immediately and without prior notice upon Provider’s or its authorized distributors’ or resellers’ reasonable determination that you are in breach of this Agreement. Provider or Provider’s authorized distributor or reseller is permitted to terminate this Agreement upon thirty (30) days prior notice to You. Upon termination, your access and use of the Subscription Services shall be terminated.

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10. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. You will be notified of modifications through direct email communication from us at least thirty (30) days before the modifications become effective (“Modification Notice”) and you are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Subscription Services after the effective date of the modifications will be deemed acceptance of the modified terms.

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11. Export Regulation. The Subscription Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Subscription Services or the software or technology included in the Subscription Services or make the Subscription Services or the software or technology included in the Subscription Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Subscription Services or the software or technology included in the Subscription Services available outside the US.

 

12. Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Florida. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States located in the Middle District of Florida, Tampa Division, or the courts of the State of Florida located in the city of St. Petersburg and County of Pinellas County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY FOR ANY CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT.

 

13. Force Majeure. In no event shall Provider be liable to End User, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond Party’s reasonable control, including but not limited to internet connectivity, acts of God, flood, fire, earthquake, pandemic, third-party illegal conduct, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

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14. Business Associate Agreement. In the event that protected health information (“PHI”) is accessed, used, or disclosed in relation to the Subscription Services, the terms of the Business Associate Agreement attached hereto as Exhibit “A.” between End User and Provider shall apply.

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15. Miscellaneous. Any notices to us must be sent to our corporate headquarters address as follows: AI Med Consult, LLC at 360 Central Ave, Suite 800, St. Petersburg, FL 37701 and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, or via email to legal@aimedconsult.com with delivery receipt requested and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about transactional information, and other information concerning or related to the Subscription Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. You acknowledge and agree that a breach or threatened breach of this Agreement shall cause Provider irreparable harm for which monetary damages will not be and adequate remedy and Provider shall be entitled to seek equitable relief (including an injunction). This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement, together with the Order Form, constitutes the sole and entire agreement between with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

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BUSINESS ASSOCIATE AGREEMENT

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To terms of this Business Associate Agreement (“BAA”) shall apply in the event that Licensee (referred to in this BAA as “Covered Entity”) is subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and protected health information (“PHI”) is accessed, used, or disclosed to AI Med Consult, LLC (referred to herein as “Business Associate”) in the performance of the services provided under to the Subscription End User Agreement (“Subscription Agreement”). Covered Entity and Business Associate are referred to individually in this BAA as “Party” and collectively as the “Parties.” This BAA is effective as of the date the Subscription Agreement is executed by Covered Entity (“Effective Date”).

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RECITALS

WHEREAS, by providing the services under the Subscription Agreement, Business Associate may be considered a "business associate" of Covered Entity, as that term is defined under HIPAA, to the extent that Covered Entity is subject to HIPAA and PHI is accessed, maintained, or transmitted pursuant to the Subscription Agreement; and

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties agree as follows:

1. Definitions. Terms used but not otherwise defined in this BAA shall have the same meaning as set forth under HIPAA. For purposes of this Business Associate Agreement, the following capitalized terms shall have the meanings ascribed to them below:
(a) "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E.
(b) "Protected Health Information" or “PHI” shall have the meaning given to such term under 45 CFR §160.103.
(c) "Secretary" shall mean the Secretary of the Department of Health and Human Services or his/her designee.
(d) "Security Rule" shall mean the Security Standards for the Protection of Electronic PHI at 45 CFR Part 160 and Part 164, Subparts A and C.
(e) “Subcontractor” means a person or entity to whom Business Associate delegates a function, activity, or service, other than in the capacity of a member of the workforce member of Business Associate.

2. Obligations of Business Associate.
(a) Business Associate agrees not to use or disclose PHI other than as permitted or required by this BAA or as Required By Law.
(b) Business Associate agrees to use appropriate safeguards, and to comply with the Security Rule with respect to Electronic PHI, to prevent the use or disclosure of PHI other than as provided for by this BAA.
(c) Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this BAA.
(d) Business Associate agrees to report to Covered Entity, without unreasonable delay and in accordance with applicable law, any use or disclosure of PHI not provided for by this BAA of which it becomes aware, including breaches of unsecured PHI and any Security Incident of which it becomes aware. Notwithstanding the foregoing, Covered Entity acknowledges that this BAA constitutes notice of all Unsuccessful Security Incidents and no further notice regarding Unsuccessful Security Incidents is
required under this BAA. For purposes of this BAA, “Unsuccessful Security Incidents” include without limitation: (i) “pings” (a request-response utility used to determine whether a specific Internet Protocol (IP) address, or host, exists or is accessible); (ii) port scans; (iii) malware (such as viruses and
worms) that is detected and eradicated prior to having any effect on the relevant information system; (iv) attempts to log on to the information system or enter a database containing PHI with an invalid password or username; and (v) denial-of-service attacks that do not result in an information system server being taken off-line; so long as no such incident results in a potential unauthorized access, use, disclosure, modification, or destruction of PHI or interference with an information system.
(e) Business Associate agrees to ensure that its agents and/or subcontractors that create, receive, maintain and/or transmit PHI agree to substantially the same restrictions and conditions that apply through this BAA to Business Associate.
(f) If Business Associate maintains any portion of a Designated Record Set for Covered Entity, Business Associate agrees to provide access to PHI in a Designated Record Set to Covered Entity as necessary to satisfy Covered Entity’s obligations and in accordance with 45 CFR 164.524.
(g) If Business Associate maintains any portion of a Designated Record Set for Covered Entity, Business Associate agrees to make PHI available for amendment(s) agreed to by Covered Entity and incorporate any such amendments.
(h) Business Associate agrees to make internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by, Business Associate on behalf of Covered Entity available to the Secretary for purposes of having the Secretary determine Covered Entity's compliance with the HIPAA Rules.
(i) Business Associate agrees to document disclosures of PHI as required by the Privacy Rule and make such documentation available to Covered Entity as needed to allow Covered Entity to respond to an Individual’s request for an accounting of disclosures of PHI.
(j) To the extent Business Associate is engaged to perform any obligation described in the Privacy Rule on behalf of Covered Entity, Business Associate agrees to comply with the requirements of the Privacy Rule that would apply to Covered Entity in the performance of such obligations.

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3. Permitted Uses and Disclosures of PHI by Business Associate.

(a) General Use and Disclosure Provisions. Business Associate may use and disclose PHI as necessary to perform the services set forth in Subscription Agreement or as required by law, provided that any such use or disclosure would not violate the Privacy Rule if done by Covered Entity. Business Associate agrees that it shall use, disclose, transmit, and return to Covered Entity all PHI in accordance with the terms and conditions of this BAA.

(b) Management and Administration. Business Associate may use PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate. Business Associate may disclose PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that (1) the disclosure is Required By Law; or (2) Business Associate obtains reasonable written assurances from the person to whom the information is disclosed that it will remain confidential and be used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person, and the person agrees to notify Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

(c) Data Aggregation. Business Associate may provide data aggregation services relating to the health care operations of Covered Entity.

(d) De-Identification. Business Associate may de-identify PHI created or received by Business Associate pursuant to this BAA provided that the de-identification conforms to the requirements of the Privacy Rule. The Parties acknowledge once PHI is de-identified by Business Associate, such de-identified data is not subject to the terms of this BAAs and may be used by Business Associate for any purpose, without limitation, to the extent permissible by law.

4. Obligations of Covered Entity.

(a) Covered Entity shall notify Business Associate of any limitation(s) in a Covered Entity's notice of privacy practices, to the extent that such limitation may affect Business Associate's use or disclosure of PHI.

(b) Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI.

(c) Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI that Covered Entity agreed to, to the extent that such restriction may affect Business Associate's use or disclosure of PHI.

(d) Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity and shall only disclose the minimum PHI necessary for the fulfillment of services under the Subscription Agreement.

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5. Term and Termination.

(a) Term. This BAA shall terminate when the Subscription Agreement is terminated.

(b) Termination. Without limiting the termination rights of the Parties pursuant to the Subscription Agreement, in the event of a material breach of the terms of this BAA by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure the breach. Covered Entity may terminate this BAA if Business Associate does not cure any material breach within twenty (20) days of Business Associate’s discovery of such breach.

(c) Effect of Termination. Upon termination of this BAA, Business Associate shall retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities and Business Associate shall return or destroy all other Covered Entity PHI. In the event that Business Associate determines that returning or destroying PHI is infeasible, Business Associate may retain such PHI, in which case Business Associate shall extend the protections of this BAA to the retained PHI.

6. Miscellaneous

(a) Regulatory References. A reference in this BAA to a section in the HIPAA rules means the section as in effect or as amended.
(b) Amendment. The Parties agree to take such action as is necessary to amend this BAA from time to time as is necessary for Covered Entity and Business Associate to comply with the requirements of the HIPAA Rules.
(c) Interpretation. Any ambiguity in this BAA shall be resolved to permit the Parties to comply with HIPAA. In the event of any inconsistency or conflict between this BAA and the Subscription Agreement, the terms, provisions and conditions of this BAA shall govern and control in relation to PHI.
(d) No Third Party Beneficiary. This BAA is solely for the benefit of the Parties hereto and no other party shall be deemed a third party beneficiary of this BAA.
(e) No Agency Relationship. Both Parties agree that Business Associate is not, and shall not be deemed to be, an agent of Covered Entity, and both agree that Business Associate is an independent contractor.
(f) Assignment. This BAA shall follow any permitted assignment of one or more of the Subscription Agreements, and thereby be applicable to, and binding on, any permitted assignee of the Subscription Agreement.
(g) Limitations Apply. This BAA is subject to any limitation of liability specified in the Subscription Agreement.