This BUSINESS ASSOCIATE AGREEMENT (this “BAA”) is by and between the organization accessing the Apaly Platform (“Covered Entity”) and Apaly Health Inc. (“Business Associate”) and is effective as of the date that Covered Entity clicks “I ACCEPT” on the Platform or “Submit” on the any of our Intake Forms, thereby agreeing to the terms of the Apaly Health Platform Access Agreement (“Effective Date”).

Definitions.

Catch-all definition. The following terms Used in this BAA shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.

Specific definitions.

Business Associate.  “Business Associate” shall generally have the same meaning as the term “Business Associate” at 45 CFR 160.103, and in reference to the party to this BAA, shall mean the entity identified as Business Associate in the preamble to this BAA.

Covered Entity.  “Covered Entity” shall generally have the same meaning as the term “Covered Entity” at 45 CFR 160.103, and in reference to the party to this BAA, shall mean the entity identified as Covered Entity in the preamble to this BAA.

HIPAA Rules.  “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.

Obligations and Activities of Business Associate. Business Associate shall:

Not Use or Disclose Protected Health Information other than as permitted or required by this BAA or as Required By Law;

Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information, to prevent Use or Disclosure of Protected Health Information other than as provided for by this BAA;

Report to Covered Entity any Use or Disclosure of Protected Health Information not provided for by this BAA of which it becomes aware, including Breaches of Unsecured Protected Health Information as required at 45 CFR 164.410, and any Security Incident of which it becomes aware. The parties acknowledge and agree that this Section constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence or attempts of Unsuccessful Security Incidents for which no additional notice to Covered Entity is required.  “Unsuccessful Security Incidents” means, without limitation, pings and other broadcast attacks on Business Associate’s firewalls port scans, unsuccessful log on attempts, denial of service attacks, and any combination of the above, so long as no such incident results in any unauthorized access, Use, or Disclosure of Protected Health Information;

In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any Subcontractors that create, receive, maintain, or transmit Protected Health Information on behalf of the Business Associate agree to substantially the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information;

Make available Protected Health Information in a Designated Record Set to Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.524;

Make any amendment(s) to Protected Health Information in a Designated Record Set as directed or agreed to by the Covered Entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.526;

Maintain and make available the information required to provide an accounting of Disclosures to Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.528;

To the extent the Business Associate is to carry out one or more of Covered Entity’s obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s); and

Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.

Permitted Uses and Disclosures by Business Associate.

Business Associate may only Use or Disclose Protected Health Information as necessary to perform the services set forth in a service agreement or other arrangement between Covered Entity and Business Associate (the “Services Agreement”).

Business Associate may create de-identified information in compliance with 45 CFR § 165.514(b) to use for internal and external purposes permitted by law.

Business Associate may Use or Disclose Protected Health Information as Required By Law.

Business Associate may not Use or Disclose Protected Health Information in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity, except for the specific Uses and Disclosures set forth below:

Business Associate may Use Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.

Business Associate may Disclose Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of the Business Associate, provided the Disclosures are Required By Law, or Business Associate obtains reasonable assurances from the person to whom the information is Disclosed that the information will remain confidential and Used or further Disclosed only as Required By Law or for the purposes for which it was Disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

Business Associate may provide Data Aggregation services relating to the Health Care Operations of the Covered Entity.Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions.

Covered Entity shall notify Business Associate of any limitation(s) in the Notice of Privacy Practices of Covered Entity under 45 CFR 164.520, to the extent that such limitation may affect Business Associate’s Use or Disclosure of Protected Health Information.

Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an Individual to Use or Disclose his or her Protected Health Information, to the extent that such changes may affect Business Associate’s Use or Disclosure of Protected Health Information.

Covered Entity shall notify Business Associate of any restriction on the Use or Disclosure of Protected Health Information that Covered Entity has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s Use or Disclosure of Protected Health Information.

Permissible Requests by Covered Entity. Covered Entity shall not request Business Associate to Use or Disclose Protected Health Information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Covered Entity, except as set forth in Section 3.4.

Term and Termination.

Term. Unless terminated earlier as provided herein, the Term of this BAA shall be effective as of the Effective Date and shall terminate upon the expiration or termination of all Service Agreements.

Termination for Cause. Business Associate authorizes termination of this BAA by Covered Entity, if Covered Entity determines Business Associate has violated a material term of this BAA and Business Associate has not cured the breach or ended the violation within thirty (30) days after notice from Covered Entity. 

Obligations of Business Associate Upon Termination. Upon termination of this BAA for any reason, Business Associate, with respect to Protected Health Information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall:

Retain only that Protected Health Information which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities;

Return to Covered Entity or destroy the remaining Protected Health Information that the Business Associate still maintains in any form;

Continue to Use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information to prevent Use or Disclosure of the Protected Health Information, other than as provided for in this Section, for as long as Business Associate retains the Protected Health Information;

Not Use or Disclose the Protected Health Information retained by Business Associate other than for the purposes for which such Protected Health Information was retained and subject to the same conditions set out at Section 3.4(a) and (b) which applied prior to termination; and

Return to Covered Entity or destroy the Protected Health Information retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities.

Survival.  The obligations of Business Associate under this Section shall survive the termination of this BAA

Miscellaneous.

Regulatory References. A reference in this BAA to a section in the HIPAA Rules means the section as in effect or as amended.

Amendment. The parties agree to take such action as is necessary to amend this BAA from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law.

Interpretation. Any ambiguity in this BAA shall be interpreted to permit compliance with the HIPAA Rules.

By clicking “I ACCEPT,” on the Platform, you expressly acknowledge that you have read, understood, and considered the consequences of this BAA, that you agree to be bound by this Agreement, and that you are legally competent and authorized to enter into this BAA on behalf of yourself and your Company.