i2i Platform and Services Agreement

Effective Date: September 16, 2026

This i2i Platform and Services Agreement (“Agreement”) contains the terms and conditions that apply to the use by you (“User” or “You”), and the Practices and Practice Members that you represent, of the Services (as defined in Section 1.a) offered by i2i LLC (“i2i,” “we,” or “us”), including but not limited to i2iTherapy.com, i2iConnect.com, and all related websites, applications, and services owned or operated by i2i that reference or link to this Agreement (collectively, the “i2i Platform”). As used in this Agreement, “Practice” shall mean the entity on behalf of which User has engaged i2i to provide the Services, and shall include all clinicians and staff members (each a “Practice Member”) for whom an account is created. This Agreement hereby incorporates by reference any User account page accessible by User through the Services (the “User Account Page”) or other order form entered into by the parties (collectively, the “Order Form”). 

BY CLICKING ON THE “ACCEPT” BUTTON OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED TO ENTER INTO AND BIND USER AND THE PRACTICE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND I2I WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT.

  • i2i Services
  • Software and Platform Tools
  • i2iConnect Subscriptions
  • Telemedicine Services
  • User Responsibilities
  • Software License for Your Website
  • Fees and Payments
  • Disclaimers
  • User Representations and Warranties
  • Indemnification
  • Warranties and Disclaimers
  • Limitation of Liability
  • Intellectual Property
  • Confidentiality
  • Term and Termination
  • Miscellaneous
  • EXHIBIT A: BUSINESS ASSOCIATE AGREEMENT

1. i2i Services

a.  Services. Subject to the terms and conditions of this Agreement and payment of any applicable fees, i2i will provide a variety of services via the i2i Platform (“Services”), which may include, but are not limited to, the following: (i) hosting Practice and Practice Member profile web pages and marketing User’s services (collectively, the “Marketing Services”); (ii) administrative, AI-powered patient-provider matching and search scoring services (collectively, the “Matching Services”), which analyze user-selected preferences, administrative criteria, and latent consumer compatibility indicators (including values, identity preferences, and historical client alliance feedback) to generate statistical alignment scores without performing clinical triage, diagnostic assessments, or clinical referrals; (iii) practice management tools, including an embeddable booking widget, 24/7 self-scheduling, and automated appointment reminders (collectively, the “Scheduling Technology Services”); (iv) digital collection of consent forms, insurance information, provider-designated pre-session intake or check-in instruments, and other patient data (collectively, the “Onboarding Services”);  and (v) billing, collection, and payment services (collectively, the “Payment Services”).

The specific Services to which User has access shall be determined by User’s subscription tier or as set forth in a separate Order Form. User acknowledges that while the Services are provided for the benefit of the User, scheduling requests are facilitated through the Services on behalf of the Patient making such a request.

b.User Access. During the Term, and subject to the terms and conditions of this Agreement, i2i grants User the right to access and use the Services and to permit its Practice Members, agents, and subcontractors the right to access and use the Services solely on User’s behalf; provided, however, that User shall be fully responsible for any access to or use of the Services by such Practice Members, agents, and subcontractors. To the extent applicable to User’s subscription tier or enabled by User, User hereby grants i2i the right during the Term to access, integrate with, and interact with User’s practice management system, electronic health record (EHR) system, calendar system, and patient database(s) (collectively, “User’s Systems”), and to copy, extract, sync, and use all data necessary to provide the Services. User represents and warrants that it possesses all necessary rights, licenses, and authority to grant i2i access to User’s Systems. User acknowledges and agrees that i2i shall not be subject to or bound by any terms, end-user license agreements, or policies not set forth herein with respect to User’s Systems, including, without limitation, any click-through agreements i2i or its software may encounter in connection with such access. User will furnish to i2i such cooperation, credentials, technical assistance, and support as reasonably necessary for i2i to implement, configure, and perform the Services.

c. User Information. User acknowledges and agrees that i2i shall, and shall authorize its partners to, make certain Practice information available to i2i’s end users (“Patients”), including, without limitation: (i) the address, phone number, and email of the Practice and Practice Members; (ii) information regarding Practice Member appointment availability and National Provider Identifier (“NPI”); (iii) insurance plans with which each Practice Member is in-network; and (iv) trademarks, logos, and other images and materials that User provides to i2i (“User Logos”) (collectively, “User Information”). i2i and its partners may use, modify, display, and reproduce User Information in connection with providing the Services and promoting the i2i Platform, including but not limited to, including User Information in press releases, presentation materials, and on a list of i2i clients.

d. Accounts and Security. User shall ensure that each Practice Member creates and maintains a secure credential (“Account”). Account credentials may not be shared or transferred. User shall be solely responsible for all activity under its Accounts. When accessing the i2i Platform to view or retrieve Patient PHI, User and Practice Members shall maintain reasonable administrative, physical, and technical safeguards, including accessing the Services via encrypted endpoints and utilizing multi-factor authentication (MFA). User shall immediately notify i2i at legal@i2iconnect.com following any credential compromise or suspected security breach, and at support@i2iconnect.com when a Practice Member disaffiliates from Practice.

e. Feedback and Consumer Reviews. i2i collects feedback and reviews from Patients regarding Practice Members (“Feedback”). i2i does not restrict or prohibit Patients from submitting honest, good-faith quantitative or qualitative reviews. User agrees not to censor, coerce, or unduly influence Patient Feedback, nor post fraudulent or artificial reviews. i2i reserves the right to remove Feedback that violates applicable law, contains Protected Health Information, confidential medical records, trade secrets, vulgar or profane content, actionable libel or slander, or content that is demonstrably false as determined by a court of competent jurisdiction or objective administrative verification, in strict compliance with the FTC Consumer Review Fairness Act (15 U.S.C. § 45b). User acknowledges that i2i is an interactive computer service provider under Section 230 of the Communications Decency Act (47 U.S.C. § 230). i2i takes no responsibility and assumes no liability for any Feedback posted by Patients, and User agrees that i2i shall not be treated as the publisher or speaker of any such third-party content.

f. User Sourced Feedback. If applicable, i2i may, in its sole discretion, display feedback of Practice Members submitted by User’s own patients directly to User (“User Sourced Feedback”). User agrees to work in good faith to conform such feedback to i2i’s standard format. User acknowledges and agrees that i2i may, in its sole discretion, choose not to publish or to remove from the i2i Platform any User Sourced Feedback that violates i2i’s then-current policies or is in violation of applicable law.

g. Patient Personal Information. i2i collects and maintains consent for the collection, use, and disclosure of personal and health-related information provided directly by Patients to facilitate directory search, matching, and scheduling Services, including, without limitation, information provided for platform account creation, directory browsing, matching algorithms, user-selected provider specialty and focus area preferences, and platform Feedback (“Patient Personal Information”). Patient Personal Information collected prior to provider booking is non-PHI and governed exclusively by i2i’s direct consumer Privacy Policy and applicable consumer privacy regulations. Upon a Patient initiating an appointment request, booking a consultation, or submitting practice-specific intake materials for transmission to or retrieval by User through the i2i Platform, such transmitted or stored data is processed by i2i on behalf of Practice and constitutes Protected Health Information (“PHI”) governed by Section 14.e and Exhibit A (Business Associate Agreement). i2i bears no obligation or liability to review, verify, or confirm the legal, regulatory, or clinical validity, accuracy, or effectiveness of any intake forms, consent documents, or notices presented to Patients on User’s behalf. 

h. Content. i2i shall develop, compile, and modify all content on the i2i Platform. User hereby grants i2i a fully-paid, transferable, irrevocable, and perpetual right and license to: (i) make content, including User Information and photographs, available on partner sites and through marketing initiatives; and (ii) use a Practice Member’s name and NPI to obtain insurance and benefit information. User shall obtain any necessary permission or consent from each Practice Member as may be required to share their information with i2i. i2i may, but has no obligation to, delete any content that i2i, in its sole discretion, deems inappropriate. If i2i assists in the creation of any photographs of the Practice, such photographs are the exclusive property of i2i.

 

2. Software and Platform Tools

a. Acceptance. User may choose to utilize certain software applications or other code and functionality from the i2i Platform or otherwise provided by i2i (“Software”). As a condition to using the Software, User must review and agree to the terms of this Section 2. If User uses the Software, User will be deemed to have accepted these terms. The term “Software” includes Embedded Modules, as defined below. b. Definitions. i. “Embedded Module” means the HTML and other code and functionality provided by i2i that is displayed on a User Website, including, without limitation, the “Booking Widget” and other functionality that i2i may provide for use on a User Website from time to time. ii. “End User” means a visitor to the User Website. iii. “User Website” means the User’s domains or other web properties on which an Embedded Module is hosted by User. iv. “i2i Content” means all data, information, and content provided by or on behalf of i2i through the Services and the i2i Platform. i2i Content includes, without limitation, i2i Marks, links and search functionality, and any and all data, HTML, and other code that accompanies the Embedded Module. v. “i2i Marks” means the i2i name and any trade name, trademark, service mark, or logo of i2i.

c. Licenses.

i. Software. Subject to the terms and conditions of this Agreement, i2i hereby grants User a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right and license to use the Software for its internal business purposes solely in connection with the Services. i2i reserves all rights to the Software not expressly granted herein.

ii. Embedded Modules. i2i hereby grants to User a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to embed the code provided by i2i on the User Website in order to display the Embedded Modules and to use them for their intended purposes. Upon i2i’s request, User agrees to immediately remove any Embedded Modules from the User Website. Nothing in this Agreement shall be deemed to grant User any other right, title, or interest in the Embedded Modules.

iii. i2i Marks. User may display i2i Marks on the User Website in connection with the presentation of the Embedded Module; provided that all goodwill related to such marks shall inure solely to the benefit of i2i. If i2i determines in its sole discretion that any use of i2i Marks is detrimental to the i2i brand, User will promptly cease or modify its use upon i2i’s request. Upon termination of this Agreement, User will immediately cease all use of i2i Marks.

d. User Website Terms. User agrees to provide the Embedded Modules to End Users subject to User’s own terms and conditions on the User Website (“End User Terms”). User acknowledges and agrees that: (i) each End User must affirmatively accept the End User Terms in connection with their use of the User Website; and (ii) such End User Terms will include all legally required disclaimers related to the Embedded Modules and will comply with all applicable laws regarding the collection and processing of End Users’ personal information. User acknowledges that End Users shall be required to accept i2i’s own Terms of Service and Privacy Policy if such End Users elect to use i2i’s services or access the i2i Platform.

e. Proprietary Rights and Restrictions.

i. Feedback. User may choose to provide i2i with comments concerning the Services, which may include bug reports, evaluations, and proposed product integrations (“Feedback”). User hereby assigns to i2i all rights, title, and interest to the Feedback for any and all commercial and non-commercial purposes, with no obligation of any kind to User.

ii. Restrictions. Except as expressly authorized under this Agreement, User may not: (a) copy, sell, sublicense, reverse engineer, or decompile any part of the i2i Platform; (b) introduce any virus, worm, or other malicious code to the i2i Platform; (c) use the i2i Platform for any unlawful purpose; (d) use the i2i Platform to create a separate or competing product or service; (e) resell, publish, or distribute any information or data provided through the Services; (f) cache or store any content obtained via the Services; or (g) remove or alter any branding or notices included with the Software, including but not limited to, “Powered by i2i”.

iii. Placement. User may not place the Software or i2i Content on any User Website that includes content that is offensive, abusive, harassing, or otherwise inappropriate, as determined by i2i in its sole discretion.

iv. Ownership. All data generated by i2i in connection with the Services or provided by i2i to User shall be owned exclusively by i2i. User may use any data provided by i2i for its internal purposes only and is not permitted to share such data with any third party without i2i’s prior written consent.

3. i2iConnect Subscriptions

For Users who subscribe to premium services with enhanced features, such as deep EHR integration and advanced analytics (“i2iConnect Services”), the following terms apply:

a. User Licenses. i2iConnect Services are sold on a per-user, subscription basis (“User License”). A User License is the right granted to User for one (1) individual (“Authorized User”) to access the i2iConnect Services for the duration of the then-current Agreement term. User Licenses are purchased for the entire Agreement Term, are non-cancelable and non-refundable, and may be reassigned from a former Authorized User to a new Authorized User within User’s organization. The total number of concurrent Authorized Users may not exceed the total number of User Licenses purchased.

4. Telemedicine Services

a.Telemedicine Encounters. Subject to the terms and conditions of this Agreement, i2i may provide services that will enable Patients to access health care encounters with Practice Members via telemedicine technology (“Telemedicine Encounters”), which may be conducted through either (i) the Practice’s existing telemedicine capabilities, or (ii) an interactive, two-way audio-visual communications system that i2i will facilitate through its Software.

b.Role as a Technology Facilitator. i2i’s services with regard to Telemedicine Encounters shall be limited to the Marketing, Matching, and Scheduling Technology Services. Under no circumstances shall i2i be deemed to be the provider of Telemedicine Encounters or any clinical services. i2i’s services may also include the technological facilitation of such encounters through our Software.

c.Telemedicine Software. i2i may, in its sole discretion, choose to provide its teletherapy services using its own technology or by partnering with a third-party technology provider. In either case, any technology provided by i2i for the purpose of facilitating Telemedicine Encounters is included in the definition of “Software” under this Agreement and is subject to all terms and conditions that apply to Software hereunder.

d. Telemedicine Representations and Warranties. User represents, warrants, and covenants that, at all times during the Term:i

i. Each Practice Member who engages in Telemedicine Encounters possesses all valid and unrestricted licenses required to do so in the jurisdiction where the Patient is located;

ii. All Telemedicine Encounters will be provided in a manner that complies with all applicable state and federal laws and regulations, including, but not limited to, those related to a Practice Member’s scope of practice, remote prescribing, privacy and security, and billing activities;

iii. User shall obtain legally required informed consent from Patients prior to engaging in Telemedicine Encounters and acknowledges that i2i bears no responsibility for the content or validity of any documentation transmitted to Patients through the Services on User’s behalf;

iv. User is solely responsible for assessing all insurance coverage and billing requirements that apply to Telemedicine Encounters; and

v. User is solely responsible for establishing and maintaining appropriate procedures for any Patient requiring emergency health care services

5. User Responsibilities

a. User Information. User will cooperate with i2i to verify User Information and any other information that i2i, in its sole discretion, deems necessary to confirm a Practice Member’s professional qualifications. User will promptly update and notify i2i of any change in User Information, including Practice Member licensure status, board certifications, and any applicable disciplinary action or exclusion involving a Practice Member. User is solely responsible for any liability or expense resulting from outdated or inaccurate User Information. User agrees that i2i may modify its qualification criteria and reject or remove a Practice Member from the Services for failure to meet i2i’s eligibility standards.

b. Scheduled Interactions & Clinical Autonomy. When User accepts an appointment scheduled through the i2i Platform, User acknowledges that i2i’s role is limited to that of a scheduling and technology facilitator. User and its Practice Members are fully and solely responsible for determining the nature of the professional relationship with any individual booked through the Services, for all clinical care and treatment rendered, and, unless utilizing i2i’s Payment Services, for collecting all payments for such care. i2i shall have no liability whatsoever for any unpaid fees due to User by a Patient. For Users accessing Patient PHI manually via the i2i web portal, User is solely responsible for securely retrieving and documenting such PHI within Practice’s own clinical records.

c. Incorrect User Information. User agrees that it shall not charge any Patient for fees that are not covered by the Patient’s insurance provider if such lack of coverage is a direct result of User’s failure to provide accurate, up-to-date insurance or practice information to the i2i Platform.

d. Appointment Requests. For certain appointments, User will be required to confirm or respond to the scheduling request within twenty-four (24) hours of receipt. Failure to respond within this timeframe may result in automatic cancellation of the request. User acknowledges and agrees that repeated rescheduling, canceling of confirmed appointments, or failing to respond promptly may result in User or the relevant Practice Member(s) being suspended, removed, or negatively adjusted in the display order of search listings, in i2i’s sole discretion; provided, however, that no penalty, adverse action, or algorithmic demotion shall be applied to User for cancellations reasonably based upon a Practice Member’s independent clinical judgment or ethical obligations to avoid inappropriate patient care.

e. Confirmation and Safeguarding of Patient Data. If a Patient submits personal or intake information through the i2i Platform and authorizes User to access such information, User agrees to: (i) provide the Patient with a copy of such information upon request at or prior to their appointment, and (ii) give the Patient an opportunity to review and confirm its accuracy. User shall maintain strict HIPAA compliance and technical safeguards when downloading, printing, or exporting PHI from the i2i web portal into Practice’s clinical systems. User hereby releases and indemnifies i2i from all claims and liability arising out of User’s failure to fulfill these obligations or from errors in Patient information provided through the Services. User has no rights in Patient Personal Information or PHI maintained by i2i other than as expressly set forth herein and in Exhibit A (BAA). If i2i discovers that User is using Patient data in a manner inconsistent with this Agreement or applicable law, i2i may immediately suspend or terminate User’s access.

f. Communications. User agrees that i2i may contact User or any Practice Member via email, SMS, or electronic messaging regarding the operational performance of the Services. If User has previously opted out of receiving electronic communications from i2i, User, as a condition of receiving the Services, hereby expressly opts back in to receiving essential transactional and operational communications and withdraws its prior opt-out.

g. No Endorsement. User acknowledges and agrees that any search results, matching algorithm scores, or provider listings generated by the i2i Platform are informational tools provided to Patients and do not constitute a clinical recommendation, medical referral, or endorsement by i2i.

6. Software License for Your Website

a. License Grant. As a material benefit of User’s active participation in the i2iTherapy marketplace, i2i hereby grants User a limited, non-exclusive, revocable license to use certain i2i Software, including the embeddable Booking Widget and associated Onboarding Services, on User’s own website.

b. Responsibilities. User is solely responsible for its relationship with its own patients and for obtaining any required consents for the use of such Services, including disclosure to i2i of their personal and health information consistent with this Agreement and applicable law.

c. Restrictions. Except as expressly authorized under this Agreement, User may not (i) copy, sell, sublicense, reverse engineer, or decompile any part of the Software; (ii) use the Software on any website other than User’s own professional website; (iii) use the Software to create a separate or competing product or service; or (iv) remove or alter any branding or notices included with the Software, including but not limited to, “Powered by i2i”.

d. Communications. i2i may send information to User’s patients who use the Software, including but not limited to, information regarding i2i and the Services.

7. Fees and Payments

a. Fees. In consideration of the Services, User shall pay i2i any applicable fees as specified on User’s account page on the i2i Platform (“User Account Page”) or as set forth in a separate Order Form. All fees are exclusive of applicable taxes, which User agrees to pay. All invoices are due immediately, and User authorizes i2i to charge User’s designated payment method on a recurring basis in accordance with the terms of User’s subscription or other agreed-upon payment schedule. Fees may include, but are not limited to, one-time service fees, recurring subscription fees, and performance-based fees.

b. Fair Market Value, Per-Booking Fees, and Regulatory Compliance. The parties expressly agree that all fees paid under this Agreement—including fixed, flat-rate technology and marketing service fees charged per new patient appointment booking (“Per-Booking Fees”)—represent Fair Market Value (FMV) for marketplace directory hosting, API data orchestration, digital acquisition, and scheduling technology negotiated at arm’s length. Per-Booking Fees are established in advance using an objective FMV methodology based on technology utilization and local geographic market advertising factors, without regard to, and not based upon, the volume or value of any patient referrals, clinical treatment rendered, or health plan reimbursement received. To the extent Per-Booking Fees vary by specialty or geographic market, such variance is based strictly on objective, verifiable differences in digital marketing acquisition costs (such as search engine keyword pricing) and platform administrative overhead, and in no event reflects the anticipated reimbursement value of clinical care.

Per-Booking Fees are strictly insurance-agnostic, applying uniformly to all new patient bookings regardless of payor status (including commercial insurance, self-pay, and Federal Healthcare Programs such as Medicare, Medicaid, and TRICARE). Per-Booking Fees accrue immediately upon the successful technical routing and transmission of a new patient booking request into an open time slot displayed on User’s calendar through the Services. Because fees represent Fair Market Value for digital acquisition and technology delivered at the time of routing, they accrue independently of patient attendance, clinical outcomes, health plan billing, or whether User ultimately accepts, rejects, or treats the patient, and do not constitute a division or splitting of professional fees under federal or state law.

User may request a Per-Booking Fee credit solely under two conditions: (i) an Administrative Lead Defect (defined strictly as fraudulent bot traffic, duplicate system transmissions, or verified platform sync errors); or (ii) a Timely Patient Cancellation, where the patient independently cancels the booking request within twenty-four (24) hours of the initial booking creation timestamp and prior to the scheduled appointment time. Any request for a Per-Booking Fee credit under these conditions must be submitted through the Provider dashboard within ten (10) business days of the initial booking creation timestamp. Following the expiration of said twenty-four (24) hour cancellation period or the ten (10) business day reporting window, the Per-Booking Fee becomes entirely non-refundable, and no fee credit shall be issued for patient no-shows, late cancellations, or User’s discretionary clinical rejections. User acknowledges that granting fee credits for patient non-attendance, clinical rejections, or unfulfilled care outside the narrow credit parameters defined herein would impermissibly reallocate financial risk based on clinical care and reimbursement, in violation of applicable federal and state anti-kickback and fee-splitting statutes. i2i reserves the right to suspend or deny cancellation credits if it detects abnormal or abusive cancellation patterns from User’s account.

i2i shall not adjust display placement, search ordering, or matching scores based on provider fee arrangements. Furthermore, the parties expressly agree that i2i holds no equitable or financial interest in Practice’s clinical collections, and the payment of fees hereunder grants i2i no authority, control, or oversight over any Practice Member’s independent clinical judgment or the rendering of medical care.

c. Amounts Past Due and Fee Changes. Any amounts not paid by the due date shall bear interest at the maximum rate permissible by law. If i2i uses a collection agency to recover amounts due, User agrees to reimburse i2i for all expenses incurred to recover such monies, including attorneys’ fees. Except as otherwise may be agreed in an applicable Order Form, i2i reserves the right to change the fees for any of the Services from time to time. i2i will provide User with at least thirty (30) days’ notice of any fee changes. If User does not agree to the new fees, User’s sole remedy is to terminate this Agreement prior to the new fees taking effect. User’s continued use of the Services following the effective date of a fee change constitutes User’s agreement to pay the new fees.

8. Disclaimers

a. Disclaimer. The parties acknowledge and agree that i2i is not responsible for: (i) the accuracy, reliability, or completeness of any data or information provided through the i2i Platform; (ii) any results that may be obtained from the use of the Services; (iii) the provision of User’s clinical services as a result of User’s reliance on any data provided through the Services; (iv) the canceling or rescheduling of any appointment; or (v) any losses arising from a security incident not caused by i2i or from User’s failure to implement and maintain appropriate security safeguards.

b. Health Care. User acknowledges and agrees that i2i is not a health care provider. i2i cannot and will not assume responsibility for the health care of any Patients, which shall at all times remain the sole responsibility of User and its Practice Members. i2i will not be responsible for any activity that involves the practice of medicine, mental health therapy, or any other licensed profession.

c. Benefit Information. User may receive certain insurance-related information (“Benefit Information”) through the Services. User agrees and acknowledges that: (i) Benefit Information is obtained from third-party clearinghouses and payers, and i2i cannot and has no responsibility to confirm its accuracy; (ii) I2I MAKES NO GUARANTEES AND DISCLAIMS ALL WARRANTIES THAT SUCH BENEFIT INFORMATION IS ACCURATE, TIMELY, COMPLETE, OR ERROR-FREE; and (iii) User is ultimately responsible for verifying all Benefit Information with the applicable insurance carrier and Patient.

d. System of Record & Active Data Retention. User acknowledges and agrees that i2i is a technology facilitator for patient onboarding, matching, and appointment scheduling, and is not an Electronic Health Record (EHR) system, medical archive, or the official system of record for Practice. Practice remains solely and exclusively responsible for exporting, reviewing, documenting, and maintaining all patient medical records in Practice’s own compliant EHR system to satisfy state and federal record retention laws. i2i shall maintain Patient PHI on the web portal for the duration of Practice’s active subscription term. Upon termination or expiration of this Agreement, Practice shall have a period of thirty (30) days to export or retrieve all Patient PHI from the i2i web portal. Following such thirty (30)-day post-termination period, i2i shall permanently destroy, purge, or properly de-identify such data in strict accordance with the terms of Exhibit A (BAA) and applicable law, and shall not maintain identifiable PHI indefinitely.

9. User Representations and Warranties

a. Confidentiality. User represents, warrants, and covenants that it will: (i) maintain the confidentiality of Patient Personal Information and shall only use such information as permitted in this Agreement and consistent with all applicable state and federal laws; and (ii) implement and maintain reasonable and appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of Patient Personal Information, Account information, and i2i Confidential Information, and to prevent such information from improper use and disclosure.

b. Practice Member Information. User represents, warrants, and covenants that at all times during the Term:

i. User will provide i2i with complete and accurate information about its Practice Members, including but not limited to, specialties, board certifications, insurance participation, and contact information;

ii. User will provide i2i with accurate and up-to-date information regarding each Practice Member’s appointment availability;

iii. each Practice Member who provides clinical services possesses the appropriate legal authority to do so in all applicable jurisdictions, either through a valid, unexpired, and unrestricted license or by practicing under the formal supervision of a fully licensed provider in full compliance with all state and federal laws and regulations governing such supervised practice;

iv. User will obtain and maintain professional liability insurance coverage for each Practice Member in amounts that are consistent with industry standards and applicable law;

v. no Practice Member is excluded from participation in any federal or state-funded health care program;

vi. each Practice Member will treat all patients without regard to race, religion, gender, sexual orientation, disability, or other unlawful considerations;

vii. User and each Practice Member will use the Services in compliance with all applicable laws and regulations; and

viii. each Practice Member shall comply with the then-current i2i Community Guidelines.

User agrees to promptly update any information provided to i2i and acknowledges that failure to do so may result in removal from the platform.

c. Fair Competition. User represents, warrants, and covenants that it will not, and will ensure its Practice Members do not, use the Services to: (i) establish, attempt to establish, or enforce any agreement or coordination of the prices charged for any service; the kinds, frequencies, or amounts of any service offered; or the customer categories for any service, or otherwise engage in price-fixing, output restriction, or customer or market allocation; or (ii) engage in any other anti-competitive, deceptive, or unfair practices in violation of applicable antitrust and consumer protection laws.

d. Discount Reporting. User acknowledges and agrees that it shall disclose to each applicable payor, to the extent required by applicable law or contract, the net value of the Marketing and Matching Services provided by i2i under this Agreement.

e. Ownership of Content. User represents, warrants, and covenants that it has all necessary right, title, and interest in and to any content or information submitted by User to i2i, including any and all rights to User Information, copyrights, trademarks, publicity rights, and privacy rights, and has obtained all necessary consents and authorizations required to grant i2i the licenses needed to perform the Services.

f. User Sourced Feedback. User represents and warrants that for any feedback provided to i2i by User (“User Sourced Feedback”): (a) User has obtained all necessary rights and consents in accordance with applicable law for i2i to publish such feedback; (b) each instance of User Sourced Feedback is authentic and unbiased, and no remuneration has been provided to the patient for their feedback; and (c) each instance of User Sourced Feedback was provided by one of User’s own patients in connection with clinical services actually rendered by the applicable Practice Member.

10. Indemnification

User will defend, indemnify, and hold harmless i2i and its affiliates, directors, officers, and employees from any and all claims, losses, damages, and expenses, including reasonable attorneys’ fees, arising from or related to: (i) any clinical services provided by User or a Practice Member; (ii) any fees or costs in connection with services provided by User; (iii) User’s use of the Services for its own patients; (iv) gross negligence, fraud, or willful misconduct by User or a Practice Member; (v) any breach of User’s obligations and warranties in Sections 2.e, 4, 5, and 9 of this Agreement; (vi) User Information or User Sourced Feedback provided by User.

11. Warranties and Disclaimers

a. Mutual Warranties. Each party represents and warrants to the other party that: (i) it is duly organized, validly existing, and in good standing; (ii) it has the full power to enter into this Agreement and perform its obligations hereunder; (iii) the execution of this Agreement will not result in a breach of any other agreement to which such party is bound; and (iv) it is not currently the subject of a voluntary or involuntary petition in bankruptcy.

b. No Other Warranties. EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES AND THE I2I PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, I2I HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING OR PERFORMANCE. I2I DOES NOT WARRANT THAT THE SERVICES WILL BE BUG-FREE, ERROR-FREE, OR FREE FROM DEFECTS.

c. Disclaimer Regarding AI Features. From time to time, i2i may make available certain features powered by artificial intelligence, machine learning, or algorithmic scoring engines (“AI Features”), including the Matching Services. User acknowledges and agrees that all AI Features are provided “AS IS” and should be used at User’s own risk. i2i makes no representations or warranties whatsoever regarding the AI Features or the accuracy, completeness, or suitability of any output generated thereby. User acknowledges that AI Features generate search results and display placement via proprietary algorithms that analyze user-specified parameters, administrative criteria, and aggregate consumer engagement data (such as clicks, geographic proximity, or historical booking trends). These algorithms do not constitute clinical triage, medical or psychological evaluation, diagnostic intake, treatment planning, or clinical referrals, nor do they guarantee or predict an individual client’s experience or clinical outcome. Under no circumstances will i2i be liable in any way for the AI Features or any information generated by them, including but not limited to, any errors, omissions, or scoring methodologies, or for any loss or damage of any kind incurred as a result of User’s, a Practice Member’s, or a Patient’s interaction with the AI Features. Practice and Practice Members retain exclusive legal and clinical responsibility for evaluating client fit, determining treatment appropriateness, and rendering clinical care. Furthermore, User agrees that it shall retain ultimate responsibility for non-discriminatory patient selection and shall not rely on the AI Features in any manner that violates federal or state anti-discrimination laws.

12. Limitation of Liability

a. Disclaimer of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL I2I OR ITS PARTNERS BE LIABLE TO USER OR ANY PRACTICE MEMBER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OR INTERRUPTION OF USE OF THE SERVICES, OR ANY DAMAGES ARISING FROM THE PROVISION OF CLINICAL SERVICES TO PATIENTS, WHETHER IN AN ACTION IN CONTRACT, TORT, OR BASED ON A WARRANTY, EVEN IF I2I HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. Limitation of Aggregate Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF I2I OR ITS PARTNERS FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF: (i) THE AGGREGATE AMOUNT OF FEES ACTUALLY PAID BY USER TO I2I HEREUNDER DURING THE PREVIOUS TWELVE (12)-MONTH PERIOD, OR (ii) ONE HUNDRED DOLLARS ($100).

13. Intellectual Property

a. Intellectual Property & AI Models. All right, title, and interest in and to the Services, Software, i2i Platform, and i2i Marks remain the exclusive property of i2i. i2i expressly retains all rights, title, and interest in and to all artificial intelligence and machine learning models, algorithms, weighting methodologies, matching engines, software, anonymized aggregated data, and derived analytical insights created, trained, or deployed by i2i in connection with the Services. Nothing herein grants User any ownership interest in i2i’s underlying AI technologies or datasets. 

b. i2i Marks. Any use of an i2i Mark by User that is not expressly permitted hereunder requires the prior written consent of i2i. All such use will be subject to i2i’s then-current trademark usage guidelines. i2i reserves the right to terminate User’s right to use any i2i Mark immediately upon written notice if i2i determines, in its sole discretion, that User is in violation of such guidelines.

14. Confidentiality

a. Confidential Information. As used herein, “Confidential Information” means all non-public information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) that: (i) if disclosed orally is designated as confidential at the time of disclosure; (ii) if disclosed in writing is marked as “Confidential”; or (iii) reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, without limitation, the terms and conditions of this Agreement (including all pricing and other terms reflected in any Order Form hereunder), business and marketing plans, and technology and technical information. Confidential Information shall not include Protected Health Information (“PHI”), or any information that: (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party prior to its disclosure; (3) was independently developed by the Receiving Party; or (4) is received from a third party without breach of any obligation of confidentiality.

b. Non-Disclosure. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement without the Disclosing Party’s prior written permission. The Receiving Party may disclose Confidential Information to its employees and contractors who have a need to know such information, provided that the Receiving Party certifies that such employees and contractors have agreed to be bound by terms and conditions substantially similar to those in this Agreement. The Receiving Party shall use the same degree of care to protect the Confidential Information of the Disclosing Party as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

c. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall, to the extent legally permitted, provide the Disclosing Party with prior notice of such compelled disclosure and reasonable assistance, at the Disclosing Party’s cost, should the Disclosing Party wish to contest the disclosure.

d. Injunctive Relief. Each party acknowledges that any breach of its confidentiality obligations would cause irreparable harm to the other party for which monetary damages would be inadequate. Accordingly, either party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such a breach.

e. HIPAA. In the event that i2i creates, receives, maintains, or transmits Protected Health Information (“PHI”) on behalf of User in order to perform the Services, the parties agree that i2i is serving as a “Business Associate” of User as such term is defined under the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (collectively, “HIPAA”). Both parties agree to discharge their respective duties in accordance with the applicable provisions of HIPAA. The terms of the Business Associate Agreement (“BAA”) set forth in Exhibit A of this Agreement are incorporated herein by reference.

15. Term and Termination

a. Term. This Agreement will commence as of the date of User’s acceptance of these terms, whether by clicking the “Accept” button, signing an Order Form, or by accessing or otherwise using the Services, and shall continue in effect until terminated as set forth herein (the “Term”). For any paid subscription services, such as i2iConnect, the specific initial subscription term and any renewal terms shall be as set forth in the applicable Order Form.

b. Termination. If no Order Form is then in effect, either party may terminate this Agreement immediately upon notice to the other. If an Order Form is in effect, either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice. Notwithstanding the foregoing, i2i may terminate this Agreement or any Order Form immediately for User’s non-payment or for any breach by User that cannot be reasonably cured. Upon termination, User shall pay to i2i all fees accrued as of the termination date. All fees paid are non-refundable.

c. Suspension and Removal. i2i may, in its sole discretion, immediately suspend or terminate this Agreement or a specific Practice Member’s access to the Services if i2i believes a Practice Member has engaged in unprofessional conduct, breached any provision of this Agreement, or failed to fulfill the requirements set forth in Section 9. i2i further reserves the right to suspend or terminate a User for repeated rescheduling or canceling of appointments.

d.Survival. The provisions of Sections 2.e (Proprietary Rights and Restrictions), 7 (Fees and Payments), 8 (Disclaimers), 10 (Indemnification), 11 (Warranties and Disclaimers), 12 (Limitation of Liability), 13 (Intellectual Property), 14 (Confidentiality), this Section 15, and 16 (Miscellaneous), and any other terms which by their nature are intended to survive, shall survive the expiration or termination of this Agreement.

16. Miscellaneous

a. Assignment. Neither party may assign this Agreement, or any of its rights and obligations hereunder, without the prior written consent of the other party, except that i2i has the unrestricted right to assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns.

b. No Inducement. Nothing contained in this Agreement, including any fees paid or payable, is intended or shall be construed: (i) to require, influence, or induce referrals of any kind; (ii) as the splitting of any professional fees paid to User; (iii) to interfere with a patient’s right to choose their own health care provider or a provider’s clinical judgment; or (iv) as remuneration in exchange for the disclosure of PHI.

c. Notices. All notices or other communications required under this Agreement shall be in writing. Notices to i2i shall be sent to 508 Deep Eddy Ave, Austin, TX 78703, Attn: Legal, with a copy delivered via email to legal@i2iconnect.com. Notices to User shall be sent via email to the primary contact address on file. User expressly consents to the provision of notices via email. Any such notice shall be deemed to be given as of the date it is delivered to the recipient.

d. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas without reference to the conflict of laws provisions thereof.

e. Arbitration Agreement. The following ARBITRATION AGREEMENT requires User to arbitrate certain disputes and claims with i2i and limits the manner in which User can seek relief from i2i. User and i2i acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of this Agreement, i2i’s officers, directors, employees, and independent contractors are third-party beneficiaries of this Agreement, and that upon User’s acceptance of this Agreement, such personnel will have the right to enforce this Agreement against User as a third-party beneficiary hereof.

i. Mandatory Informal Dispute Resolution and Commercial Rules. The parties agree to engage in good-faith negotiations to resolve any Dispute before initiating arbitration. A Pre-Arbitration Notice must be submitted to legal@i2iconnect.com. If unresolved within sixty (60) days, the Dispute shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. For any claim where the total amount in controversy is less than $75,000, the AAA Expedited Procedures shall apply. Notwithstanding the foregoing, the sixty (60)-day informal negotiation period and Pre-Arbitration Notice requirement shall not apply to any claims, actions, or proceedings brought by i2i for the collection of past-due fees owed by User under this Agreement. 

ii. Cost, Scope, and Venue of Arbitration. Arbitration fees and administrative costs shall be allocated in accordance with the AAA Commercial Arbitration Rules. Each party shall bear its own attorneys’ fees unless the arbitrator determines a claim was brought in bad faith or as authorized by statute. The arbitration will be conducted by a single neutral arbitrator applying Texas substantive law. Unless the parties mutually agree otherwise, any arbitration hearing shall be conducted virtually via video conference or, if agreed by the parties or directed by the arbitrator, solely based on written submissions, eliminating any requirement for physical travel to Austin, Texas. 

iii. Exceptions to Arbitration. Notwithstanding the parties’ agreement to resolve all Disputes through binding arbitration, either party shall retain the right to seek emergency injunctive or other equitable relief from a court of competent jurisdiction solely to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. 

iv. Waiver of Jury Trial. USER AND I2I WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. User and i2i are instead choosing to have claims and disputes resolved by arbitration. In any litigation between User and i2i over whether to vacate or enforce an arbitration award, USER AND I2I WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.

v. Waiver of Class Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.

vi. Opt-Out. User has the right to opt out of the provisions of this Arbitration Agreement by sending written notice of its decision to opt out to 508 Deep Eddy Ave, Austin, TX 78703, Attn: Legal, postmarked within thirty (30) days of first accepting this Agreement. The notice must include User’s name, the email address associated with User’s account, and a clear statement of the intent to opt out.

vii. Arbitration Severability. If any part of this Arbitration Agreement is found to be unenforceable, the remainder of the Arbitration Agreement shall continue in full force and effect. In the event the Waiver of Class Actions is found to be unenforceable, then the entirety of this Arbitration Agreement shall be null and void. This Arbitration Agreement will survive the termination of User’s relationship with i2i.

viii. Future Changes to this Section. Notwithstanding anything to the contrary in Section 16.g, if i2i makes any future material change to this Arbitration Agreement, such change shall not apply to any individual claim or Dispute of which i2i had actual notice on or before the effective date of the change. User may reject any such change by sending written notice within thirty (30) days of notice of the change to i2i LLC, Attn: Legal, 508 Deep Eddy Ave, Austin, TX 78703. Rejecting a change does not terminate User’s agreement to arbitrate Disputes under the terms in effect prior to the modification. 

f. Force Majeure. Except for User’s payment obligations, neither party shall be liable for any failure or delay in performance under this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to, acts of God, war, strikes, government orders, or any other force majeure event. If any such period of suspension continues for more than thirty (30) days, the other party may terminate this Agreement by providing written notice.

g. Modifications. i2i reserves the right to modify the terms of this Agreement at any time by providing at least thirty (30) days’ advance written notice to User via email or a conspicuous notice posted on the User Account Page. For material changes, User’s continued access to the Services following the effective date shall be conditioned upon User’s affirmative clickwrap acceptance of the updated Agreement. If User does not agree to the modified terms, User’s sole and exclusive remedy is to terminate this Agreement prior to the effective date by providing written notice to i2i. In no event shall any modification to this Agreement apply retroactively to any Dispute, claim, or proceeding that arose or was initiated prior to the effective date of such modification. 

A failure or delay of either party to exercise any right provided for herein shall not be construed as a waiver of any further rights.

Furthermore, User acknowledges that i2i may modify, discontinue, or deprecate any of the Services, or any feature thereof, at any time without liability to User.

h. Severability. In the event any provision of this Agreement shall for any reason be held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and the invalid or unenforceable provision shall be deemed modified to be valid and enforceable to the maximum extent permitted by law.

i. Entire Agreement. This Agreement, together with any exhibits, addenda, applicable Order Form, and any supplemental terms, policies, or guidelines posted through the Services (each of which is incorporated herein by reference), constitutes the entire agreement between the parties and supersedes all previous written or oral agreements and representations between the parties with respect to the subject matter hereof.

j. Independent Contractors. The relationship of the parties shall be that of independent contractors. Any employee or agent of i2i who is assigned to provide services under this Agreement shall remain at all times under the exclusive direction and control of i2i and shall not be deemed an employee or agent of User. Neither party will represent that it has any authority to assume or create any obligation on behalf of the other party, or to represent the other party as an agent or employee.

k. No Third-Party Beneficiaries. This Agreement is entered into solely between, and for the sole benefit of, i2i and User. This Agreement will not be deemed to create any rights, remedies, or liabilities for any third parties, including any Practice Member, unless explicitly stated herein. Except as otherwise stated in this Agreement, no third party shall have the right to make any claim or assert any right under this Agreement, and no third party shall be deemed a beneficiary of this Agreement.

l. Remedies Cumulative. Unless expressly stated otherwise, the remedies afforded to a party under this Agreement are not exclusive and shall not preclude any other remedies available under equity or law.

m. Time Limitation on Claims. To the maximum extent permitted by applicable law, any arbitration, claim, or legal proceeding brought by User or Practice arising out of or relating to this Agreement, the Services, or any fees assessed hereunder must be initiated within one (1) year after the cause of action or disputed fee charge arose. Failure to initiate a claim within this one (1) year period constitutes an absolute waiver and permanent bar of such claim. 

Copyright © 2026 i2i LLC. All rights reserved.

EXHIBIT A: BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement (“BAA”) is incorporated into and forms an integral part of the i2i Platform and Services Agreement (the “Agreement”) by and between i2i LLC, a Texas limited liability company (“Business Associate”), and the User and Practice accepting the Agreement (“Covered Entity”).

The parties are entering into this BAA to assist Covered Entity in complying with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and to set forth Business Associate’s obligations under the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), and 45 CFR Parts 160 and 164, Subpart C (the “Security Rule”), Subpart D (the “Breach Notification Rule”), and Subpart E (the “Privacy Rule”) (collectively, the “HIPAA Regulations”). Terms used but not otherwise defined in this BAA shall have the same meaning as those terms in the HIPAA Regulations.

By clicking “Accept” to the Agreement or by otherwise accessing or using the Services to transmit Protected Health Information (PHI), Covered Entity expressly agrees to be bound by this BAA. Covered Entity’s electronic acceptance of the Agreement shall constitute a valid, legally binding signature and execution of this BAA. Business Associate’s provision of the Services to Covered Entity shall constitute Business Associate’s execution of this BAA, thereby creating a mutually executed, legally binding agreement under the HIPAA Regulations.

  1. Permitted Uses and Disclosures Business Associate may use and disclose Covered Entity’s PHI to provide Covered Entity with the goods and services contemplated by the Agreement. Except as expressly provided below, this BAA does not authorize Business Associate to make any use or disclosure of PHI that Covered Entity would not be permitted to make.
  2. Obligations of Business Associate Business Associate will:
  • (a) Not use or further disclose Covered Entity’s PHI except as permitted by the Agreement or this BAA, or as required by law;
  • (b) Use appropriate safeguards, and comply, where applicable, with the HIPAA Security Rule with respect to electronic PHI (ePHI), to prevent use or disclosure of Covered Entity’s PHI other than as provided for by the Agreement or this BAA;
  • (c) Report to Covered Entity any use or disclosure of Covered Entity’s PHI not provided for by the Agreement or this BAA of which it becomes aware, including breaches of unsecured PHI as required by the Breach Notification Rule (45 CFR § 164.410), and any Security Incident of which Business Associate becomes aware. Notwithstanding the foregoing, Covered Entity and Business Associate hereby agree that Business Associate receives frequent, routine, unsuccessful attempts to penetrate or compromise its systems, including pings, port scans, and log-on attempts, and that this constitutes Business Associate’s report and notification to Covered Entity of such events. No further reporting of such routine Security Incidents is required unless these attempts result in an unauthorized access to, use, disclosure, destruction, or loss of ePHI;
  • (d) Ensure that any of Business Associate’s subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree in writing to the same restrictions and conditions that apply to Business Associate with respect to such information, including compliance with the HIPAA Security Rule with respect to ePHI;
  • (e) Make any PHI in a Designated Record Set available to Covered Entity to enable Covered Entity to meet its obligation to provide access to the information in accordance with 45 CFR § 164.524;
  • (f) Make any PHI in a Designated Record Set available for amendment and incorporate any amendments to PHI as directed by Covered Entity pursuant to 45 CFR § 164.526;
  • (g) Make available to Covered Entity the information concerning disclosures that Business Associate makes of Covered Entity’s PHI required to enable Covered Entity to provide an accounting of disclosures in accordance with 45 CFR § 164.528;
  • (h) To the extent that Business Associate carries out Covered Entity’s obligations under the Privacy Rule, comply with the requirements of the Privacy Rule that apply to Covered Entity in the performance of such obligations;
  • (i) Make Business Associate’s internal practices, books, and records relating to Business Associate’s use and disclosure of PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, available to the Secretary of the United States Department of Health and Human Services for purposes of determining Covered Entity’s compliance with the HIPAA Regulations;
  • (j) Upon termination of the Agreement, return or destroy all Covered Entity’s PHI that Business Associate still maintains in any form and retain no copies of such information or, if return or destruction is not feasible, extend the protections of this BAA to that information and limit further use and disclosure to those purposes that make the return or destruction of the information infeasible.
  1. Termination for Cause If Covered Entity determines that Business Associate has violated a material term of this BAA, and if Business Associate fails to cure such violation within thirty (30) days of delivery of written notice thereof, Covered Entity may immediately terminate this BAA and the Agreement.
  2. Management, Administration, and Legal Responsibilities Business Associate may use Covered Entity’s PHI for the management and administration of Business Associate’s company and to carry out Business Associate’s own legal responsibilities. Business Associate may disclose the information for these purposes if Business Associate is required to do so by law, or if Business Associate obtains reasonable assurances from the recipient of the information (1) that it will be held confidentially, and used or further disclosed only as required by law or for the purpose for which it was disclosed to the recipient, and (2) that the recipient will notify Business Associate of any instances of which the recipient is aware in which the confidentiality of the information is breached.
  3. Data Aggregation Business Associate may use Covered Entity’s PHI to provide Data Aggregation services relating to the health care operations of Covered Entity, as permitted by the Privacy Rule.
  4. De-Identification and Artificial Intelligence Business Associate may de-identify Covered Entity’s PHI in accordance with the safe harbor or expert determination standards set forth in 45 C.F.R. § 164.514(b). Business Associate shall be the sole and exclusive owner of such de-identified data and may use it for any lawful business purpose, including but not limited to, the training, development, and deployment of artificial intelligence, machine learning models, and matching algorithms.
  5. Miscellaneous
  • (a) Interpretation. This BAA is to be interpreted in accordance with HIPAA, the HITECH Act, and the regulations promulgated thereunder, as amended from time to time. Any ambiguity in this BAA shall be resolved to permit compliance with the HIPAA Regulations.
  • (b) Conflict. In the event of a direct conflict between the terms of the Agreement and the terms of this BAA regarding the treatment of PHI, the terms of this BAA shall control.