Terms and Policies

Augmedix Live - Product Schedule

Last Updated: October 16, 2020

1.      Definitions

1.1        “Augmedix Live” means the solution provided by Augmedix to Customer pursuant to an applicable Service Order, which such solution includes remote, real-time Scribing by Scribe(s) for Authorized User(s), and Content Capture Device(s) and their associated Software.

1.2        “Customer Facility(-ies)” means the certain designated Customer facility or facilities designated in the applicable Service Order.

1.3        “Content Capture Device(s)” means that/those certain Smartphone(s) or Google Glass device(s) (or other similar wearable) provided by Augmedix to Customer during the Subscription Term to enable remote Scribing on behalf of Customer.

1.4        “Scribe” means an Augmedix-supplied individual who performs Scribing on behalf of the Authorized User in real-time during a patient session.

1.5        “Scribing” means a Scribe’s act of entering, editing, and/or looking up content in Customer’s designated electronic health record system (collectively “Customer EHR") on behalf of an Authorized User based upon a patient-clinician encounter, subject to the Authorized User’s review, finalization and approval.

2.      IMPLEMENTATION SERVICES

2.1        Authorized User Selection. To the extent practicable, Customer’s designated Authorized Users should be identified in the applicable Service Order.  To the extent not identified in the Service Order (or in the event Customer desires to swap an Authorized User), Customer shall provide a list of its selected Authorized Users to Augmedix no later than thirty (30) days prior to the first day Augmedix produces live patient notes for one or more Authorized Users.  Augmedix will provide rolling guidance on the target Launch Date (as defined in Section 3.2 below) for each Authorized User.  Customer may swap one Authorized User for another Authorized User prior to the applicable Launch Date; provided, however, if Customer swaps one Authorized User for another less than fifteen (15) days prior to the Launch Date (as defined below), Customer shall pay a swap fee, as specified in the applicable Service Order (“Swap Fee”).

2.2        Kick-off Call. Augmedix will initiate and conduct a kick-off call with Customer to collect Authorized Users’ preferences, discuss workflow and coordinate appropriate access to the Customer EHR.

2.3        Technical Site Evaluation and Network Infrastructure Setup. Augmedix’s Site Connectivity Recommendations and Best Practices are set forth on Schedule 1 hereto.  Prior to deploying Augmedix Live for each Authorized User, Augmedix will assist with performance of a wireless network assessment on a mutually agreed upon date to determine whether Customer’s network infrastructure supports Augmedix Live for such Authorized User.  If Augmedix determines Customer’s network infrastructure fails to support Augmedix Live, Customer shall be responsible for the cost of any remediation necessary to enable its wireless network infrastructure to support Augmedix Live. Alternatively, Augmedix may, subject to a viability assessment and Customer’s approval, deliver Augmedix Live via LTE mobile technology.

2.4        Ramp-up. Augmedix will coordinate and manage the ramp-up of Augmedix Live in order to facilitate the relationships between Authorized Users and their Scribes.  During this ramp-up period, Augmedix will provide training to the Authorized User(s) and for one or more Scribe(s) working with the Authorized User(s) such that such Scribe(s) are able to satisfactorily complete notes for patient visits for such Authorized Users.

3.      SCRIBING SOLUTION

3.1        Augmedix Live. Subject to Customer’s compliance with the terms and conditions of this Agreement and the applicable Service Order, commencing on the effective date of the applicable Service Order and continuing throughout the remainder of the Subscription Term of such Service Order, Augmedix will provide Augmedix Live as specified herein and in the applicable Service Order.  Augmedix will facilitate coordination of Scribing into the Customer EHR, in pending status, awaiting the Authorized User’s review, finalization and approval. Augmedix shall ensure that all Scribes will comply with the terms and conditions of all agreements between Customer and third parties relating to the use of the Customer EHR software.  Customer may access and use Augmedix Live solely for its internal business purposes and such access and use is expressly limited to the number of Authorized Users for which Customer has paid Fees in accordance with the applicable Service Order.

3.2        Service Phase. The service phase (“Service Phase”) consists of ongoing Scribing by Augmedix-supplied Scribes on behalf of Customer’s designated Authorized Users.  The Service Phase will commence on the first day Augmedix produces live patient notes, on an Authorized User-by-Authorized User basis (each a “Launch Date”) and continue for the remainder of the Subscription Term of the applicable Service Order.

4.      PROVISION OF HARDWARE

4.1        Content Capture Devices. The Content Capture Devices and other hardware or materials provided for the purpose of Augmedix Live are owned (or Leased) by Augmedix. Augmedix will provide Customer with one (1) Smartphone kit per Authorized User without additional charge.  Customer may upgrade the Content Capture Device to a Google Glass kit by paying the monthly fee set forth in the applicable Service Order.  In the event an Authorized User desires an additional Content Capture Device(s), Customer shall pay a monthly fee for such additional device(s), as specified in the applicable Service Order.  Subject to Customer’s compliance with this Section 4, the acquisition, installation, configuration, and maintenance of the Content Capture Devices, including installation of all updates and other upgrades, will be solely the responsibility of Augmedix.

4.2        Customer Responsibilities. Customer shall ensure that Authorized Users: (a) maintain the Content Capture Devices in good repair, condition and working order; and (b) use the Content Capture Devices in accordance with the applicable user manual(s) and guidelines provided from time to time by Augmedix.  Upon receipt of the Content Capture Devices, Customer shall bear the entire risk of loss, damage, theft, or destruction of the Content Capture Devices or any part thereof, from any and every cause whatsoever, which shall occur prior to the return of the Content Capture Devices to Augmedix, excluding reasonable wear and tear.

4.3        Maintenance. In the event any Content Capture Device breaks or functions incorrectly, due to no fault of Customer, Augmedix shall use commercially reasonable efforts to repair or replace such device.

4.4        Prohibitions Related to Content Capture Device. Customer shall not: (a) sublease any of the Content Capture Devices; (b) create or incur, or permit to exist, any lien or encumbrance with respect to any of the Content Capture Devices; (c) load any software other than the Software provided by Augmedix onto any Content Capture Device; (d) disable any protective safeguards; or (e) use the Content Capture Devices outside of the approved Customer Facilities or for any purposes other than those set forth in this Agreement.

4.5        Return. Upon the termination or expiration of the Agreement, Customer will disconnect, package and return the Content Capture Devices to Augmedix in the same condition as when delivered to Customer, ordinary wear and tear excepted.  To the extent any Content Capture Device is lost, stolen or damaged, Augmedix may invoice Customer its reasonable costs for repair or replacement of such Content Capture Device and Customer shall promptly pay such costs within thirty (30) days of receiving such invoice.

4.6        Terms of Use. To the extent the Content Capture Devices are enabled to use or access any Google Services, Customer agrees to accept, and ensure that any Authorized User accepts, the applicable Google Terms of Use, set forth at https://www.google.com/glass/termsofuse/, prior to use of the Content Capture Devices. Notwithstanding the foregoing, the parties acknowledge and agree that the Content Capture Devices used to provide the Services are not enabled to access any Google services.  Furthermore, Customer acknowledges that, to the extent permitted by applicable laws, Google shall have no liability for any damages, whether direct, indirect, incidental or consequential, arising from the use of the Content Capture Devices, and all warranties with respect to the Content Capture Devices, including without limitation, warranties for merchantability, fitness for a particular purpose, and non-infringement are hereby disclaimed.

5.                CUSTOMER OBLIGATIONS

5.1        IT, Telecommunications and Internet Services. Customer acknowledges and agrees that Customer’s and its Authorized Users’ use of Augmedix Live is dependent upon access to telecommunications and Internet services meeting certain minimal site connectivity requirements. Except for the Content Capture Device(s) and Software, Customer shall be solely responsible for acquiring and maintaining all telecommunications, Internet services, and other hardware and software required to access and use Augmedix Live, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Augmedix shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.

5.2        Access. At no cost to Augmedix, Customer shall provide Augmedix (and any of its third-party Scribe suppliers) with appropriate access and related credentials for use of the Customer EHR, and any other required Customer Materials, as necessary for Augmedix to provide Augmedix Live to Customer.  Customer must provide all credentials and permissions necessary for Augmedix personnel to access the Customer EHR within two (2) weeks of Augmedix’s written request. If credentials are not provided within two (2) weeks of Augmedix’s written request, Augmedix cannot guarantee Service and reserves the right to delay Customer’s Launch Date until appropriate Customer EHR credentials can be provided by Customer.

5.3        Patient Education and Consent. Customer shall: (a) inform each patient, prior to an Authorized User’s use of Augmedix Live with such patient, of the function, extent, and purpose of Augmedix Live and utilization of audio/video equipment by means of the Content Capture Device in accordance with all applicable laws and regulations; and (b) obtain the patient’s consent, to the extent required under applicable laws and regulations, for the Authorized User to use Augmedix Live. Without limiting the foregoing, Customer will provide patients the education materials, including FAQs, provided by Augmedix (“Education Materials”). Customer agrees not to make any material changes to the Education Materials without Augmedix’s prior written consent.

5.4        Scheduling. Thirty (30) days prior to the Launch Date for the applicable Authorized User or the start of the month, thereafter, Customer shall input a daily schedule for each Authorized User for each day of the following month in the Customer EHR or other scheduling software (“Daily Schedule”). The Daily Schedule will be used by Augmedix to staff Scribes for Augmedix Live. If Customer does not notify Augmedix thirty (30) days in advance of clinic, Augmedix cannot guarantee Scribe availability.

5.4.1    Customer must provide fourteen (14) days written notice in advance of any material Daily Schedule change.  If less than fourteen (14) days written notice is received, Augmedix will make good faith efforts, but does not guarantee, to accommodate such requests.

5.4.2        Scribe Breaks. Notwithstanding the Daily Schedule, Customer shall provide, and ensure that its Authorized Users provide, Scribes with reasonable breaks during each Scribing shift, but no less than the breaks required by law in the jurisdiction from which the Scribes are providing Scribing Services.

5.4.3        Vacations/Leave of Absence.Customer shall continue to pay an Authorized User’s monthly Service Fees, as set forth in the applicable Service Order, in the event of a vacation and/or leave of absence of two (2) consecutive calendar weeks or less.  In the event Customer desires to suspend Services for an Authorized User for more than two (2) consecutive calendar weeks, Augmedix will hold the Scribe assigned to such Authorized User during his/her absence, provided that Customer provides thirty (30) days’ notice of such suspension and pays the monthly minimum fee set forth in the applicable Service Order (“Suspension Fee”). In the event Customer elects not to or fails to pay the Suspension Fee, Augmedix reserves the right to reallocate the Scribe assigned to such Authorized User, and upon resuming the Services, Customer shall pay a reimplementation fee in the amount of $2,000 for the onboarding and training of a new Scribe.

5.5        EHR Transitions. In the event Customer transitions from one EHR system to another EHR system, Customer shall provide at least sixty (60) days’ written notice to Augmedix.  The parties shall negotiate reasonably and in good faith to agree upon the details of a project plan for the transition.  The failure to provide Augmedix with the required notice or to abide by the agreed-upon project plan for an EHR transition may negatively impact the continuity of the Scribing Services.  Subject to the foregoing, transition services will be provided by Augmedix and paid for by Customer on a time and cost basis.

Schedule 1

Site Connectivity Recommendations and Best Practices

1.      Internet Service Provider

a. Required: Cable or Fiber internet connectivity

b. Recommended:

• • Maximum latency of 150ms from Augmedix device outbound to Augmedix service
  • Jitter under 30ms
  • Packet loss under 1%

2.      Wireless Infrastructure

a. Required Configuration for Augmedix Services

• • Access Point (AP) model offers 802.11n or greater
  • Wireless design optimized for VoIP coverage
  • No two neighboring APs broadcasting on the same channel (co-channel interference)
  • -65 dBm RSSI in all locations (-63 dBm under certain circumstances may be required for the standalone SmartGlass solution)
  • 25 dBm Signal to Noise Ratio (SNR) in all locations
  • WPA2 PSK (AES) or WPA2 PEAP authentication
  • PMK Key Caching enabled (CCKM also acceptable)
  • DHCP required
  • No 40 MHz channel width on the 2.4 GHz band
  • Low data rates disabled (12 Mbps as the minimum)
  • QoS enabled for Augmedix SSID & WLAN at the highest priority (platinum/voice)

 b. Recommended Configuration for higher quality Augmedix Services
[Required Configuration + Items Listed Below]

• • DFS channels avoided (prevents dropped client connections during AP radio reset caused by channel change)
  • No 80 MHz channel width on 5GHz
  • 802.11r enabled (Fast Transition)
  • 802.11k enabled (AP Roaming Decisions)
  • All APs in a single building on the same model
  • AP power levels tuned with RRM-TPC (or equivalent) and locked in place
  • AP channels tuned with RRM-DCA (or equivalent) and locked in place
  • Band-specific SSIDs available for use

3.      Available Bandwidth: 128 Kbps upload and download bandwidth of 10 Kbps for each provider.  On a shared SSID, a minimum of 256 Kbps upload and 48Kbps download bandwidth for each provider.

• 1 provider – 128 Kbps up and 10 Kbps down on a dedicated SSID or VLAN
• 10 simultaneous providers – 1.28 Mbps up / 100 Kbps down
• 100 simultaneous providers – 12.8 Mbps up / 1 Mbps down

4.     Quality of Service and Firewall Services and Ports

• VoIP quality of service with the highest priority available
• DSCP [value of 46(EF)] configuration applied to switches to support wireless QoS
• Enable on the firewall, all outbound originated Augmedix network traffic, the requirements of which will be provided by Augmedix separately.

Augmedix Notes - Product Schedule

Last Updated: October 16, 2020

1.      Definitions

1.1        “Augmedix Notes” means the non-real time documentation solution provided by Augmedix to Customer pursuant to a Service Order, which such solution includes Scribing by remote Scribe(s) for Authorized User(s) from recordings of patient-provider encounters, and the Content Capture Device(s) and the associated Software.

1.2        “Customer Facility(-ies)” means that certain designated Customer facility or facilities designated in the applicable Service Order.

1.3        “Content Capture Device(s)” means that/those certain hardware device(s) provided by Augmedix to Customer’s Authorized Users (e.g., smartphone) during the Subscription Term of the applicable Service Order to enable remote, non-real time Scribing on behalf of Customer.

1.4        “Scribe” means an Augmedix-supplied individual who performs Scribing on behalf of the Authorized User.

1.5        “Scribing” means a Scribe’s act of entering, editing, and/or looking up content in Customer’s designated electronic health record system (collectively “Customer EHR") and uploading patient notes into the Customer EHR on behalf of an Authorized User based upon a patient-provider encounter, subject to the Authorized User’s review, finalization and approval.

2.      IMPLEMENTATION SERVICES

2.1        Authorized User Selection. To the extent practicable, Customer’s designated Authorized Users should be identified in the applicable Service Order.  To the extent not identified in the Service Order, Customer shall provide a list of its selected Authorized Users to Augmedix no later than thirty (30) days prior to the first day Augmedix produces patient notes that are uploaded to the Customer EHR for one or more Authorized Users.  Augmedix will provide rolling guidance on the target Launch Date (as defined in Section 3.2 below) for each Authorized User.  Customer may swap one Authorized User for another Authorized User up to the applicable Launch Date of the Authorized User.

2.2        Kick-off Call. Augmedix will initiate and conduct a kick-off call with Customer to collect Authorized Users’ templates, macros and smartsets, discuss workflow and coordinate appropriate access to the Customer EHR.

2.3        Technical Site Evaluation and Network Infrastructure Setup. Augmedix’s Site Connectivity Requirements are set forth on Schedule 1 hereto.  To determine whether Customer’s network infrastructure supports Augmedix Notes, Augmedix will assist remotely with a wireless network assessment on a mutually agreed upon date.  If Augmedix determines Customer’s network infrastructure fails to support Augmedix Notes, Customer shall be responsible for the cost of any remediation necessary to enable its wireless network infrastructure to support Augmedix Notes.  Alternatively, Augmedix may, subject to a viability assessment and Customer’s approval, deliver Augmedix Notes via LTE mobile technology.

2.4        Augmedix Notes Deployment. Augmedix will coordinate and manage the deployment of Augmedix Notes on an Authorized User-by-Authorized User basis.  During the deployment, Augmedix will provide training to the Authorized User and for one or more Scribe(s) working with the Authorized User such that such Scribe(s) are able to satisfactorily complete and upload notes for patient visits for the Authorized User’s review and finalization.

3.      AUGMEDIX NOTES SCRIBING SOLUTION

3.1        Augmedix Notes. Subject to Customer’s compliance with the terms and conditions of the Agreement and the applicable Service Order, Augmedix will provide Augmedix Notes as specified herein and in the applicable Service Order.  Augmedix will facilitate Scribing and the pending of patient notes in the Customer EHR prior to the Authorized User’s next clinical shift.  Augmedix will ensure that all Scribes comply with the terms and conditions of all agreements between Customer and third parties relating to the use of the Customer EHR software.  Customer may access and use Augmedix Notes solely for its internal business purposes and such access and use is expressly limited to the number of Authorized Users for which Customer has paid Fees in accordance with the applicable Service Order.

3.2        Service Phase. The service phase (“Service Phase”) consists of ongoing non-real time Scribing by Augmedix-supplied Scribes on behalf of Customer’s designated Authorized Users.  The Service Phase will commence on the first day Augmedix produces patient notes that are uploaded into the Customer EHR, on an Authorized User-by-Authorized User basis (each a “Launch Date”), and continue for the remainder of the Subscription Term of the applicable Service Order.

4.      PROVISION OF HARDWARE

4.1         Content Capture Devices. The Content Capture Devices and other hardware or materials provided for the purpose of delivering Augmedix Notes are owned (or leased) by Augmedix. Augmedix will provide Customer with one (1) Content Capture Device kit per Authorized User during the Subscription Term of the applicable Service Order.  Subject to Customer’s compliance with this Section 4, the acquisition, installation, configuration, and maintenance of the Content Capture Devices, including installation of all updates and other upgrades, will be solely the responsibility of Augmedix.

4.2        Customer Responsibilities. Customer shall ensure that Authorized Users: (a) maintain the Content Capture Devices in good repair, condition and working order; and (b) use the Content Capture Devices in accordance with the applicable user manual(s) and guidelines provided from time to time by Augmedix.  Upon receipt of a Content Capture Device, Customer shall bear the entire risk of loss, damage, theft, or destruction of the Content Capture Device or any part thereof, from any and every cause whatsoever, which shall occur prior to the return of the Content Capture Devices to Augmedix, excluding reasonable wear and tear.

4.3        Maintenance. In the event any Content Capture Device breaks or functions incorrectly, due to no fault of Customer, Augmedix shall use commercially reasonable efforts to repair or replace such device.

4.4        Prohibitions Related to Content Capture Device. Customer shall not: (a) sublease any of the Content Capture Devices; (b) create or incur, or permit to exist, any lien or encumbrance with respect to any of the Content Capture Device; (c) load any software other than the Software provided by Augmedix onto any Content Capture Device; (d) disable any protective safeguards; or (e) use the Content Capture Devices outside of the approved Customer Facilities or for any purposes other than those set forth in the applicable Service Order.

4.5        Return. Upon the termination or expiration of the applicable Subscription Term or this Agreement, Customer will disconnect, package and return the Content Capture Devices to Augmedix in the same condition as when delivered to Customer, ordinary wear and tear excepted.  To the extent any Content Capture Device is lost, stolen or damaged, Augmedix may invoice Customer its reasonable costs for repair or replacement of such Content Capture Device and Customer shall promptly pay such costs within thirty (30) days of receiving such invoice.

5.      CUSTOMER OBLIGATIONS

5.1        IT, Telecommunications and Internet Services. Customer acknowledges and agrees that Customer’s and its Authorized Users’ use of Augmedix Notes is dependent upon access to telecommunications and Internet services meeting certain minimal site connectivity requirements. Except for the Content Capture Device(s) and Software, Customer shall be solely responsible for acquiring and maintaining all telecommunications, Internet services, and other hardware and software required to access and use Augmedix Notes, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Augmedix shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.

5.2        Access. At no cost to Augmedix, Customer shall provide Augmedix (and any of its third-party Scribe suppliers) with appropriate access and related credentials for use of Customer EHR, and any other required Customer Materials, as necessary for Augmedix to provide Augmedix Notes to Customer.  Customer must provide all credentials and permissions necessary for Augmedix personnel to access the Customer EHR within two (2) weeks of Augmedix’s written request. If credentials are not provided within two (2) weeks of Augmedix’s written request, Augmedix cannot guarantee Augmedix Notes and reserves the right to delay Customer’s Launch Date until appropriate Customer EHR credentials can be provided by Customer.

5.3        Recording of Patient Encounters. In order to enable Augmedix Notes, Authorized Users shall be responsible for initiating a recording on the Content Capture Device at the beginning of each patient-provider encounter and stopping the recording at the conclusion of the visit.  For clarity, Authorized Users shall not record patient-provider encounters in a block of two or more visits; each patient-provider encounter shall be recorded separately.  In the event an Authorized User fails to record each patient-provider encounter separately, Augmedix will make good faith efforts, but cannot guarantee, that patient notes will be available for review and finalization prior to the next clinic shift.

5.4        Patient Education and Consent. Customer shall: (a) inform each patient, prior to an Authorized User’s use of Augmedix Notes with such patient, of the function, extent, and purpose of Augmedix Notes and utilization of audio/visual recording by means of the Content Capture Device in accordance with all applicable laws and regulations; and (b) obtain the patient’s consent, to the extent required under applicable laws and regulations, for the Authorized User to use Augmedix Notes. Without limiting the foregoing, Customer will provide patients education materials, including FAQs, provided by Augmedix (“Education Materials”). Customer agrees not to make any material changes to the Education Materials without Augmedix’s prior written consent.

5.5        Scheduling. Thirty (30) days prior to the Launch Date for an Authorized User and the start of each month thereafter, Customer shall input a daily schedule for each Authorized User for each day of the following month in Customer EHR or other scheduling software (“Daily Schedule”). The Daily Schedule will be used by Augmedix to staff Scribes for Augmedix Notes. If Customer does not notify Augmedix thirty (30) days in advance of clinic, Augmedix cannot guarantee Scribe availability.

5.5.1      Customer must provide fourteen (14) days’ written notice in advance of any material Daily Schedule change during a month.  If less than fourteen (14) days’ written notice is received, Augmedix will make good faith efforts, but does not guarantee, to accommodate such requests.

5.6        EHR Transitions. In the event Customer transitions from one EHR system to another EHR system, Customer shall provide at least sixty (60) days’ written notice to Augmedix.  The parties shall negotiate reasonably and in good faith to agree upon the details of a project plan for the transition.  The failure to provide Augmedix with the required notice or to abide by the agreed-upon project plan for an EHR transition may negatively impact the continuity of Augmedix Notes.  Subject to the foregoing, transition services will be provided by Augmedix and paid for by Customer on a time and cost basis.

Schedule 1

Site Connectivity Requirements

1.  Internet Service Provider

• Cable or Fiber internet connectivity

2.  Wireless Infrastructure

• Access Point (AP) model offers 802.11n or greater
• WPA2 PSK (AES) or WPA2 PEAP authentication
• PMK Key Caching enabled (CCKM also acceptable)
• DHCP required

3.  Firewall Services and Ports

• Enable on the firewall, all outbound originated Augmedix network traffic, the requirements of which will be provided by Augmedix separately.

Business Associate Addendum

Last Updated: October 16, 2020

This Business Associate Addendum (“Addendum”) is entered into as of Effective Date and supplements the terms of the Agreement that requires Business Associate to perform a service, function or activity that may involve the use or disclosure of Protected Health Information, by and between Customer (hereinafter “Covered Entity”) and Augmedix, Inc. (hereinafter “Business Associate”).  The purpose of this Addendum is to set forth the obligations of the Parties with respect to such Protected Health Information in accordance with applicable federal law.

The Parties hereby agree as follows:

1. Definitions

Capitalized terms used in this Addendum, but not defined herein, shall have the same meaning as those terms in HIPAA. In addition, the following definitions apply:

1.1    HIPAA.  “HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations and HITECH, as each is amended from time to time (collectively, “HIPAA”).

1.2    HITECH. “HITECH” means Subtitle D of the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009, 42 U.S.C. §§17921-17954, and its implementing regulations.  Reference in this Addendum to any section of HITECH shall be deemed a reference to that provision, as interpreted and/or limited by its implementing regulations, and its existing and future implementing regulations, when and as each is effective.

1.3    Privacy Rule. “Privacy Rule” means the federal privacy regulations issued pursuant to HIPAA, as amended from time to time.

1.4    Protected Health Information. “Protected Health Information” or “PHI” mean protected health information as defined in 45 C.F.R. 160.103 that Business Associate creates, receives, Uses, maintains, transmits, or Discloses from or on behalf of Covered Entity pursuant to the Agreement.

1.5    Security Rule. “Security Rule” means the federal security regulations issued pursuant to HIPAA, as amended from time to time.

2. Obligations and Activities of Business Associate

Business Associate agrees to:

2.1    not Use or Disclose PHI other than as permitted or required by this Addendum or as Required by Law;

2.2    use appropriate safeguards, and comply with the Security Rule with respect to electronic PHI, to prevent Use or Disclosure of PHI other than as provided for by this Addendum;

2.3    report without unreasonable delay to Covered Entity: (i) any Use and/or Disclosure of PHI of which it becomes aware that is not permitted by this Addendum; and/or (ii) any Security Incident of which Business Associate becomes aware;

2.4    without unreasonable delay and in no case later than sixty (60) calendar days after discovery, Business Associate shall notify Covered Entity of a Breach of any Unsecured Protected Health Information all in accordance with 45 C.F.R. § 164.410; Notwithstanding the preceding, the parties stipulate and agree that this paragraph constitutes notice by Business Associate to Covered Entity with respect to any Unsuccessful Security Incident, which is defined for purposes of this BAA as any Security Incident that does not result in unauthorized access, use, disclosure, modification or destruction of Electronic PHI of Covered Entity or interference with system operations adversely affecting the ability of Business Associate to maintain, process or safeguard electronic protected health information of Covered Entity. By way of example, such Unsuccessful Security Incidents may include: (i) pings on the firewall of Business Associate; (ii) port scans; (iii) attempts to log on to a system or enter a database with an invalid password or username; (iv) denial-of-service attacks that do not result in a server being taken off-line; or (v) malware (worms, viruses, etc.). The parties further stipulate and agree that with respect to any such Unsuccessful Security Incident, no further or more detailed report to Covered Entity is needed or required under this BAA;

2.5    in accordance with 45 C.F.R. 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree to equivalent restrictions, conditions, and requirements that apply to Business Associate with respect to such information, including to the extent that Business Associate provides electronic PHI to a subcontractor, it shall require the subcontractor in writing to, where applicable, comply with the Security Rule with respect to that electronic PHI;

2.6    in the event that Business Associate in connection with the Services uses or maintains a Designated Record Set of information of or about an Individual on behalf of Covered Entity, within thirty (30) days of a written request from Covered Entity, Business Associate will make that information available to the Covered Entity in accordance with 45 C.F.R. 164.524;

2.7    in the event that Business Associate in connection with the Services uses or maintains a Designated Record Set of information of or about an Individual on behalf of Covered Entity, within thirty (30) days of a written request from Covered Entity, Business Associate will make any amendment(s) to PHI in a Designated Record Set as directed by Covered Entity pursuant to 45 C.F.R. 164.526;

2.8    within thirty (30) days of a written request from Covered Entity, make available to the Covered Entity the information required to provide an accounting of Disclosures as provided in 45 C.F.R. 164.528, and, in accordance with 42 U.S.C. § 17935(c), and when directed by Covered Entity, make such an accounting directly to the Individual;

2.9    to the extent that Business Associate agrees in writing to carry out any of Covered Entity's obligations under the Privacy Rule, comply with any applicable requirements of the Privacy Rule in the performance of such obligations;

2.10    request, Use and Disclose only the minimum amount of PHI necessary to accomplish the purpose of that request, Use or Disclosure, provided, that Business Associate shall comply with 42 U.S.C. § 17935(b);

2.11    make its internal practices, books, and records relating to the Use and Disclosure of PHI available to the Secretary for purposes of determining Covered Entity’s compliance with the HIPAA;

2.12    not directly or indirectly receive remuneration in exchange for any PHI as prohibited by 45 C.F.R. § 164.502(a)(5)(ii); and

2.13    not make or cause to be made communication about a product or service that is prohibited by 45 C.F.R. §§ 164.501 and 164.508(a)(3).

3. Obligations of Covered Entity

Covered Entity agrees to:

3.1    use appropriate safeguards to maintain and ensure the confidentiality, privacy and security of PHI transmitted to Business Associate pursuant to this Addendum and the Agreement, in accordance with the standards and requirements of HIPAA, the Privacy Rule and Security Rule, until such PHI is received by Business Associate;

3.2    promptly notify Business Associate, in writing, of any limitations in its Notice of Privacy Practices in accordance with 45 C.F.R. §164.520, to the extent that such limitation may affect Business Associate’s Use or Disclosure of PHI;

3.3    promptly notify and provide Business Associate with any changes in, revocations of, or restrictions to any permission or authorizations by an Indi­vidual to Use or Disclose his or her PHI, if such changes affect Contractor’s permitted or required Uses or Disclo­sures;

3.4    make reasonable efforts to Use, Disclose and request of Business Associate, only the minimum amount of PHI reasonably necessary to accomplish the intended purpose of the Use, Disclosure or request; and

3.5    obtain from individuals any applicable consents, authorizations and other permissions necessary or required by law for Covered Entity and Business Associate to fulfill their obligations under this Addendum.

4. Permitted Uses and Disclosures by Business Associate

Except as otherwise limited herein, Business Associate:

4.1    may Use or Disclose PHI as specified in this Addendum and as necessary to perform the Services pursuant to the Agreement;

4.2    may de-identify PHI in accordance with 45 C.F.R. 164.514(a)-(c) and may provide data aggregation services relating to the health care operations of the Covered Entity;

4.3    may Use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate; and

4.4    may Disclose PHI 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 will notify Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

5. Term and Termination

5.1    Term. The term of this Addendum shall be effective as of the Effective Date, and shall continue until the Addendum is terminated in accordance with this Addendum or the Agreement.

5.2    Termination for Cause. Either party may terminate this Addendum if the other party breaches a material term of this Addendum and fails to cure such breach after thirty (30) days’ notice of such breach.

5.3    Termination without Cause.  Either party may terminate this Addendum in accordance with the terms of the Agreement.

5.4    Obligations of Business Associate Upon Termination. Upon termination of this Addendum for any reason, Business Associate shall return to Covered Entity or, if agreed to by Covered Entity, destroy all PHI that the Business Associate still maintains in any form, except that Business Associate may retain PHI if its return or destruction is infeasible.  If Business Associate retains PHI after the termination or expiration of this Addendum, Business Associate shall extend any and all protections, limitations and restrictions contained in this Addendum to Business Associate’s Use and/or Disclosure of any PHI that is retained, and shall further Use and/or Disclosure such PHI solely for the purposes that make return or destruction of the PHI infeasible.  The obligations of Business Associate under this Section 4.4 shall survive the termination of this Addendum.

6. Miscellaneous

6.1    Regulatory References. A reference in this Addendum to a section in HIPAA means the section as in effect or as amended and any implementing regulations thereof.

6.2    Interpretation. Any ambiguity in this Addendum shall be interpreted to permit compliance with HIPAA.

6.3    No Third Party Beneficiaries. Nothing express or implied in this Addendum is intended or shall be deemed to confer upon any person other than Covered Entity, Business Associate, and their respective successors and assigns, any rights, obligations, remedies or liabilities.

6.4    Primacy. To the extent that any provisions of this Addendum conflict with the provisions of the Agreement, this Addendum shall control with respect to Business Associate’s duties as a business associate of Covered Entity pursuant to the Agreement.

6.5    Superseding Agreement.  This Addendum supersedes any and all previous business associate agreements between the parties.

Terms of Use

Last Updated: May 4, 2020

The following Terms of Agreement (“Terms”) are the terms of a legal agreement between you and Augmedix, Inc. By accessing or using this website, you acknowledge that you have read and agree to be bound by these Terms and to comply with laws applicable to your use of the website. If you do not agree to these terms, please do not use this website. We reserve the right to change these Terms any time without notice. Your continued visits to or use of the website after the effective date of the revisions constitutes your acceptance of the new Terms.

PARTIES TO THIS AGREEMENT

These Terms are between you, if you visit or use the website at www.3.129.210.3 (“the website”), and Augmedix, Inc. and its successors, affiliates and assigns (“Augmedix”).

REGISTERED USERS OF OUR HEALTHCARE SERVICES

Registered users of our healthcare services must agree to additional terms in order to use our services in compliance with HIPAA, a federal medical privacy law (Health Insurance Portability and Accountability Act.)

CONTACTING US

We will be pleased to communicate with you by email and respond to your inquiries and comments submitted through our online form. However, if you communicate with us through this website or via unsolicited email, you should not send confidential or sensitive information. We will endeavor to respond to inquiries submitted through email or our online form but accept no liability for failure to do so.

MATERIALS ON THIS WEBSITE

The materials on this website and any related links are for general information purposes only and are provided “AS IS.” They are not intended as and should not be construed as advice or guidance. The posting and updating of this website, and the transmission of information through this website, is not intended to and does not create a business or professional relationship. Such communications will not be treated as confidential.

NO PRACTICE OF MEDICINE

You understand and agree that we are not engaged in the practice of medicine, either through the website or any associated communications or services, and that the website is not a substitute for professional medical advice, diagnosis, or treatment. You are encouraged to seek professional diagnosis and treatment for medical conditions. YOU AGREE THAT WE HAVE NO RESPONSIBILITY TO PROVIDE MEDICAL ADVICE OR TAKE ANY MEDICALLY RELATED ACTION IN RESPONSE TO ANY INFORMATION YOU PROVIDE ON OR THROUGH THE WEBSITE. We do not recommend or endorse any specific devices, wearable equipment or technologies, physicians or other providers, clinical studies, treatments, tests, procedures, opinions, products, or other information that may appear on the website or on links reached through the website.

NO ASSURANCES OR WARRANTIES

The information on this website is not guaranteed to be correct, complete or up-to-date, and it is subject to change without notice.

WE PROVIDE THE WEBSITE "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES OR GUARANTEES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE WEBSITE AND RELATED COMMUNICATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES THAT THE WEBSITE OR ASSOCIATED COMMUNICATIONS ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE EXPRESSLY DISCLAIM ALL LIABILITY TO ANY PERSON REGARDING THE CONSEQUENCES OF ANYTHING DONE OR OMITTED TO BE DONE WHOLLY OR PARTLY IN RELIANCE UPON THE USE OR CONTENTS OF THE WEBSITE. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE WEBSITE OR ASSOCIATED COMMUNICATIONS AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR ASSOCIATED COMMUNICATIONS WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS.

LIMITATION OF LIABILITY

IN NO EVENT SHALL AUGMEDIX, ITS OFFICERS, EMPLOYEES OR AGENTS, OR CONTRIBUTORS TO THIS WEBSITE BE LIABLE FOR ANY LOSS OR INJURY, OR ANY DAMAGES, WHETHER DIRECT, SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR OTHERWISE, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, RESULTING FROM OR OCCASIONED BY YOUR ACCESS TO OR USE OF THIS WEBSITE OR ASSOCIATED COMMUNICATIONS. THIS LIMITATION APPLIES EVEN IF YOU ARE NOT FULLY COMPENSATED FOR ANY LOSSES, OR IF WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE LOSSES.

CERTAIN JURISDICTIONS LIMIT DISCLAIMERS OF WARRANTIES OR LIMITATIONS OF LIABILITY. IN SUCH JURISDICTIONS, YOU MAY HAVE ADDITIONAL LEGAL RIGHTS, AND THE PROVISIONS OF THESE TERMS WILL REMAIN IN EFFECT TO THE FULLEST EXTENT PERMITTED BY LAW.

NO UNLAWFUL OR PROHIBITED USE

As a condition of using the website, you agree that you will not use the website or associated communications in any way that is prohibited by law or these Terms. These prohibitions include, but are not limited to, the following:

• You must not use the website in any way that may damage, overburden, or impair the website or its availability, or in any way that is illegal, fraudulent or harmful or related to any illegal, fraudulent or harmful activity.
• You must not attempt to use the website, email, the Augmedix online form, or any other method or technology to gain unauthorized access to any Augmedix data or systems or any other data or systems. This includes any attempt to log into the website or any Augmedix data or systems using the credentials of another person.
• You must not use the website or email with Augmedix to copy, store, host, transmit, send, use, publish or distribute any material that consists of (or is linked to) any malicious computer software.
• You must not copy, modify, distribute, sell or lease any part of the website or its content or its software, nor may you reverse engineer or attempt to extract the source code of that software.
• You must not conduct any systematic or automated data collection activities (including, without limitation, scraping, data mining, data extraction and data harvesting) on or in relation to our website.
• You must not use the website for any purposes related to marketing or any other commercial or organizational purpose without our prior express written consent.

POSSIBLE LEGAL ACTIONS AGAINST YOU

You understand that we may pursue legal remedies against you if you violate these Terms. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS AUGMEDIX, ITS OFFICERS, EMPLOYEES OR AGENTS, OR CONTRIBUTORS TO THIS WEBSITE FROM ALL CLAIMS, LIABILITY, FINES AND PENALTIES, AND COSTS (INCLUDING ATTORNEYS’ FEES) ARISING FROM YOUR USE OF THE WEBSITE IN A WAY THAT VIOLATES THESE TERMS.

PRIVACY

If you submit information on or through the website, you agree that we may, subject to the protections and limitations described in our Privacy Statement and on the website, collect, use, store, or disclose that information in the United States or in another country outside your jurisdiction. You understand that information protection laws outside your country of residence may vary. By providing your information, you consent to the international transfer of your information for the purposes explained in these Terms, the Privacy Statement, or elsewhere on the website. More information about our privacy terms is contained in our Privacy Statement, which is hereby incorporated into these Terms.

INTELLECTUAL PROPERTY RIGHTS

Subject to applicable law, we or our licensors (people or entities from whom we license content) or business partners own the intellectual property rights in the website and materials on the website. You must not:

• republish or repost material from the website;
• sell, rent, or sub-license material from the website; or
• copy or otherwise exploit material on the website for a commercial purpose.

Augmedix, www.3.129.210.3, and our logo are trademarks belonging to us. We give no permission for the use of these trademarks, and any such use may constitute an infringement of our rights. Other trademarks or service marks on our website are the property of their respective owners. Unless otherwise stated, we do not endorse and are not affiliated with any of the holders of such rights and we cannot and do not grant any license to exercise such rights.

Subject to the protections and limitations described in our Privacy Statement, if you post content on the website you grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your posted content in any media. You also grant to us the right to sub-license these rights, and the right to bring an action for infringement of these rights. All these intellectual property rights are reserved.

PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

If you believe that your work has been copied and is accessible on this website in a way that constitutes copyright infringement, please contact us via email. The requirements for what you must include in your notice are in the Digital Millennium Copyright Act, 17 U.S.C. § 512.

DISPUTES

If you have a complaint, question, or dispute (collectively, “dispute”) regarding the website, you are encouraged to bring it to our attention. You may write to us here or email us and we will try to address your concerns. If we are unable to resolve a dispute ourselves, any dispute relating in any way to the website shall be submitted to confidential arbitration in San Francisco County, California, except that to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any federal or state court. Arbitration under these Terms shall be conducted in accordance with the prevailing rules and procedures of the American Arbitration Association, with each party being responsible for its own costs and fees, and the joint costs of arbitration being shared equally by the parties. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, no arbitration or claim under these Terms may be joined to any other arbitration or claim, including any arbitration or other legal proceeding involving any other current or former user of the website, and no class action proceedings will be permitted.

By agreeing to arbitration in these Terms, you understand and agree that you are relinquishing (i) any right to pursue claims or have disputes resolved in a court of law, (ii) any right to compulsory discovery, and (iii) any right to the appeal of any adverse arbitration decision.

You agree that, regardless of any law or statute, any claim or cause of action you may have against us must be brought within one year after the claim or cause of action arises or is known or should reasonably have been known to you, or the claim or cause of action will be forever barred.

OTHER

Any failure or delay by either party to enforce any part of these Terms will not constitute a waiver of that party’s rights under these Terms. We have no responsibility for any third-party websites not operated by us to which our website may be linked. These Terms constitute the entire agreement between you and Augmedix with respect to the use of the website and its contents and associated communications and actions. All matters relating to the website will be governed by the laws of California, without regard to conflicts of law provisions. If you have any questions about these Terms, please contact us via email.

EFFECTIVE DATE

The effective date of these Terms is May 4, 2020.