Terms and Policies

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.augmedix.com (“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.augmedix.com, 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.

Privacy Policy

Last Updated: May 4, 2020

Augmedix is committed to protecting your privacy. This Privacy Statement explains the types of personal information we may collect from visitors to this website, why we collect it, and with whom we may share it. It also describes how we protect your personal information and how you can contact us with any questions.

OUR HEALTHCARE BUSINESS SERVICES

Augmedix’s core business services involve providing doctors and other clinicians with wearable technology that enables them to transmit information seamlessly into their patients’ Electronic Health Records (EHRs). Compared to manually typing information into the EHR themselves, Augmedix solutions allow clinicians to save valuable time, while focusing better on patients. When we provide these services within the healthcare environment, we are subject to a federal medical privacy law called HIPAA (Health Insurance Portability and Accountability Act). Registered users of our healthcare services must agree to additional terms in order to use our services in compliance with HIPAA. We are classified as a Business Associate under HIPAA, and that law’s protections apply to all patient information we access.

Any personal information collected through our website is not subject to HIPAA, which is why this Privacy Statement describes the privacy practices and protections applicable to personal information we collect online.

INFORMATION YOU PROVIDE

You may choose to provide us with personal information via this website. For example, you may use our web form to submit questions to us about potential business or professional opportunities or product updates. Our form for these inquiries collects name, address, email address, and other information you choose to submit. You may also choose to email us through the site, in which case we will receive your name, email address, and other information you include. As described in our Terms of Use, please do not send us confidential information through our website.

In addition, registered users of our healthcare services may log into a password-protected portal (area) in our website in order to seek technical support and handle administrative matters. We use information collected through this portal to communicate with our registered users about administrative matters and technical support issues. We may aggregate and/or anonymize this information to improve our services. Users are not allowed to send patient medical information (called Protected Health Information under HIPAA) through this administrative and support portal.

PERSONAL INFORMATION WE COLLECT AND YOUR CHOICES

We do not collect personal information when you visit our website unless you choose to provide it to us. If you send us questions and/or let us know that you would like updates about Augmedix, we may respond to your questions and/or send you news about company developments or product updates from time to time. If you do not wish to receive further publications or emails, please contact us via email. We use personal information collected through our website only for purposes consistent with the reasons you provided it.

NON-PERSONAL INFORMATION WE COLLECT

We collect non-personal web usage information about visitors to our site. This may include information about your browser type, geographic location, IP address, and pages you visit. We may also use cookies, web beacons, and/or third-party web analytic tools to analyze website traffic.

Cookies are small text files or data placed by your web browser on your hard drive to store information that allow a website to recognize whether a certain computer or device has been used to visit the site in the past. Cookies enable websites to keep track of online patterns and preferences and make the personalization of web experiences possible. You can adjust your browser settings to remove or block cookies. A web beacon is a graphic on a web page or in an email that gathers non-personal web log information about pages visited or emails opened. Web analytics services record non-personal data such as browser type, operating system, the date and time of a visit, where visitors came from, the pages visited on this website, the time spent viewing site, where visitors went when they left the site, and return visits to the site.

We may aggregate this non-personally identifiable data to better understand how visitors use our site, and to help manage, maintain, and report on use of our website. We may store IP addresses for fraud detection and prevention purposes.

CALIFORNIA "DO NOT TRACK" DISCLOSURE

California recently enacted a law requiring websites to explain certain online practices regarding tracking of visitors.

Augmedix does not engage in tracking visitors to our website. We thus do not operate any differently in response to “Do Not Track” signals, which are signals some web browsers send to websites to make them aware of whether their visitors wish to be tracked over time and across websites. Except for any information that is voluntarily entered, we do not acquire personal information through our website. We also do not authorize third parties to collect personal information about your online activities over time and across different websites when you visit our website.

SOCIAL PLUG-IN DATA

The Augmedix website may use interfaces with social media sites like Facebook, LinkedIn, Twitter, AngelList, or others. If you chose to “like” or share information from the Augmedix website through these services, you should review their privacy policies. If you are a member of a social media site, the interfaces may allow the social media site to connect your site visit to your personally identifiable information.

INFORMATION WE SHARE

If you provide personal information to us via the website, we may share it with service providers who assist us in activities such as technology or communications management. These providers are not authorized to use or disclose the information except as necessary to perform services on our behalf or to comply with legal requirements. We will not share personal information about you with third parties for marketing purposes.

We might share personal information if we were to sell or transfer all or a portion of our business or assets, in which case we would make commercially reasonable efforts to contractually require the recipient to treat the information in accordance with this Privacy Statement. We might also disclose information about you (i) if required by law, subpoena, court order, or legal process, (ii) to law enforcement or other government authorities, or (iii) if we believe disclosure is necessary or appropriate to prevent serious physical harm or in connection with an investigation of illegal or fraudulent activity.

PROTECTING PERSONAL INFORMATION

We are committed to maintaining the security of personal information. We use appropriate administrative, technical, and physical security measures intended to protect against loss, misuse, improper access, disclosure, alteration, or destruction of personal information. If we share personal information with third parties to provide services to us, we will contractually require them to employ appropriate security measures to protect it.

LINKS TO OTHER SITES

We may provide links to other websites for your convenience and information, but we do not operate these websites and are not responsible for their privacy practices or content. Please contact those websites directly if you have any questions about their practices.

CHILDREN

The website is intended for use by adults. Children under the age of 13 are not permitted to submit any personal information to us online.

INTERNATIONAL DATA TRANSFERS

We may transfer your personal information to our offices or service providers in various countries, including to jurisdictions not deemed “adequate” by European Union governmental bodies. Please do not provide us any information that you do not wish to be transferred internationally.

CHANGING AND ACCESSING YOUR INFORMATION

If you would like to access or change information you have submitted to us online, please contact us via email.

CHANGES TO THIS NOTICE

We may update this Privacy Statement at any time and, if so, we will post the new effective date below. We expect most changes to be only editorial in nature or reflect changes in the services we offer. In the unlikely event that we would ever make material changes permitting us to share online personal information more broadly than is described here, we would post a prominent announcement on this site.

CONTACT US

Augmedix welcomes your comments. If you have any questions or comments about our Privacy Statement or our information practices, please contact us via email.

EFFECTIVE DATE

The effective date of this Privacy Statement is May 4, 2020.

Terms of Service - Subscriber Agreement

Last Updated: May 13, 2020

This Subscriber Agreement (the “Agreement”) is entered into by and between Augmedix, Inc., a Delaware Corporation (“Augmedix”), and the organization or individual agreeing to the terms of this Agreement (“Customer”).  This Agreement shall be effective on the earliest of (a) the date Customer clicks a button indicating its agreement with the terms of this Agreement; (b) Customer entering into an Service Order or similar form referencing or otherwise incorporating this Agreement; or (c) Customer’s use of the Service (the “Effective Date”).  If you are entering into this Agreement on behalf of your organization, that organization is deemed to be the Customer and you represent that you have the power and authority to bind that organization to this Agreement.

1.      DEFINITIONS

1.1      “Authorized User” means any individual that Customer designates in writing to Augmedix as being authorized access to the Services on Customer’s behalf pursuant to a Service Order.  Each Authorized User must be an individual who is an: (a) employee, student (medical, nursing and other student), volunteer, nurse, physician (including referring physician), medical staff member, or technician, clinician or other personnel or agent on staff or otherwise associated with Customer and/or Customer’s affiliates; (b) authorized representative of Customer’s (or Customer’s affiliate’s) third-party agent, consultant, system integrator, auditor or other independent contractor performing services for Customer and/or its affiliates, provided that such individuals and entities are not competitors of Augmedix and each has entered into an agreement with Customer that requires such individuals and entities to comply with terms no less protective of the Services than those set forth in Section 4 (Confidentiality) of the Agreement; and (c) such other parties as may be as mutually agreed in writing. For the purposes of clarity, unless indicated otherwise in a Service Order, Authorized Users are discrete (i.e. one Authorized User to one individual, and multiple individuals may not be “summed” together to create one Authorized User).

1.2        “Business Associate Agreement” (or “BAA”) means that certain agreement between the Parties which governs the creation, use, maintenance, and disclosure of PHI (as defined below) under HIPAA (as defined below), which such agreement forms part of this Agreement and is herein incorporated by this reference.

1.3        “Customer Data” means any data, records, materials, files, information, content or any associated Intellectual Property Rights (as defined below) of Customer (a) uploaded, transmitted, received, generated or stored by or on behalf of Customer, or (b) provided or made accessible by Customer to Augmedix under this Agreement.

1.4        “Customer Materials” means the equipment, software, programs or other materials provided by Customer to Augmedix in order to permit Augmedix to provide the Services to Customer.

1.5        “Documentation” means all materials and documentation, whether in hard copy, magnetic media or machine-readable form, provided by Augmedix to Customer which pertains to the capabilities of, operation of, and/or Augmedix-supplied software and hardware used with the Services, as may be amended and updated by Augmedix from time to time.

1.6        “Fees” means the fees described in the applicable Service Order.

1.7        “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and the related regulations, as they may be amended from time to time.

1.8        “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.

1.9        “Services” means Augmedix’s scribing or other services, as described in the applicable Product Schedule (as defined below) and Service Order.

1.10        “Service Order” means an ordering document or an online order set forth in the Service interface entered into between Customer and Augmedix pursuant to the terms set forth in this Agreement.

1.11        “Software” means the software supplied by Augmedix pursuant to the applicable Service Order.

1.12        “Subscription” means the access to the Services purchased by Customer on a per Authorized User basis.

1.13        “Subscription Term” means the period identified in the Service Order during which Customer’s Authorized Users are permitted to use or access the Service purchased by Customer on a per Authorized User basis.

1.14        In addition to the foregoing, the following terms shall have the meanings ascribed to them under the Business Associate Agreement and/or HIPAA: “Business Associate”, “Covered Entity” and “Protected Health Information” (or “PHI”).

2.      SERVICES

2.1        Scope of Services. Augmedix shall make the Service purchased under a Service Order available to Customer and its Authorized Users pursuant to this Agreement during the applicable Subscription Term.  In addition to the terms and conditions of this Agreement and the applicable Service Order(s), the Services shall be subject to the terms and conditions described in the product schedule(s) applicable to each Service (each a “Product Schedule”) described in each Service Order, which such schedule(s) are herein incorporated by this reference.

2.2        Service Order(s).  Each Service Order which expressly refers to this Agreement forms a part of this Agreement, is subject to the terms and conditions contained herein, and is herein incorporated by this reference. Except as expressly stated in this Agreement, or except if the Parties expressly state in a Service Order that a particular provision is intended to amend this Agreement (including by reference to a specific section number of this Agreement and the extent to which such terms are to be modified for such project), if there is a conflict between the terms of Service Order and the terms of this Agreement, the terms of this Agreement shall control.

2.3        Access Rights. Subject to the terms of this Agreement and the applicable Service Order, Augmedix hereby grants Customer a non-exclusive, non-transferable, non-sublicensable right for Customer and its Authorized Users to (a) access and use the Services; (b) use the Software; (c) use, copy, publish, and transmit the Documentation, solely for Customer’s internal training purposes; and (d) use, copy, publish, transmit, distribute, publicly display and publicly perform the Education Materials (as defined in the applicable Product Schedule) in connection with using the Services. For the avoidance of doubt, the Software may be used by Customer on a concurrent-user basis to the extent necessary for Customer to receive the Services for the agreed-upon number of Authorized Users.

2.4        Restrictions. Customer shall not attempt to interfere with or disrupt the Services, the Software or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Services).  Customer shall not allow access to or use of the Services by anyone other than Authorized Users.  Customer shall not: (a) copy, modify or distribute any portion of the Services, the Software or the Documentation; (b) sell, rent, lease, lend, license, sublicense, distribute, or otherwise transfer the Services, Software or the Documentation to any third party; (c) decompile, disassemble or reverse engineer any portion of the Services or the Software; (d) write or develop any derivative software or service based upon the Services, the Documentation or any Augmedix Confidential Information (as defined below); (e) use the Services to provide processing or other services to third parties, or otherwise use the Services on a “service bureau” basis; or (f) provide, disclose, divulge or make available to, or permit use of the Services, Software or Documentation by any third party without Augmedix’s prior written consent.

2.5        Customer Responsibilities.  As a condition to Augmedix’s obligations under this Agreement, Customer shall: (a) provide Augmedix with good faith cooperation and access to such information, facilities, and equipment as may be reasonably required by Augmedix to provide the Services, including, but not limited to, providing Customer Materials, Customer Data and security access, to Customer’s business applications; (b) provide the assistance of Customer’s personnel as may be reasonably requested by Augmedix from time to time, to enable Augmedix to render the Services; and (c) carry out in a timely manner all other Customer responsibilities set forth in this Agreement. In the event of any delay in Customer’s performance of any of the obligations set forth in this Agreement, Augmedix may, without penalty, adjust the launch dates for the applicable Services set forth in the applicable Service Order as reasonably necessary to account for such delays.

2.6        Trial Subscriptions. Customer may access a version of the Service on a trial basis (a “Trial”) subject to the terms of this Agreement; provided, however, the following additional terms shall apply to its Trial notwithstanding anything to the contrary herein: (a) Augmedix shall have the right to terminate a Trial at any time and for any reason; (b) Augmedix is providing the Service “as is” and makes no warranties (express or implied) of any kind with respect to the Service during the Trial; and (c) Augmedix shall have no obligation to indemnify Customer. CUSTOMER ACKNOWLEDGES THAT ITS TRIAL WILL AUTOMATICALLY CONVERT TO A PAID SUBSCRIPTION AT THE END OF THE TRIAL AND THAT AUGMEDIX WILL CHARGE CUSTOMER FOR THE APPLICABLE SUBSCRIPTION FEES AFTER THE TRIAL UNLESS CUSTOMER HAS NOTIFIED AUGMEDIX IN WRITING OF ITS DECISION TO OPT OUT PRIOR TO THE END OF THE TRIAL.

3.      PROPRIETARY RIGHTS

3.1        Services. As between Augmedix and Customer, the Services, Software, Documentation, Educational Materials (as defined in the applicable Product Schedule), including all Intellectual Property Rights therein or relating thereto, and any improvements, enhancements or modifications to any of the foregoing, are and shall remain the exclusive property of Augmedix or its licensors.

3.2        Customer Data and Materials. Customer, or its licensors, shall retain all right, title and interest to the Customer Data and Customer Materials, including all Intellectual Property Rights therein and thereto. Augmedix may use the Customer Materials solely for the purpose of performing its obligations under this Agreement.  By providing Customer Data or Customer Materials to Augmedix, Customer hereby grants Augmedix a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to (a) use, copy, modify, and create derivative works based upon the Customer Data, and (b) access and use Customer Materials in connection with operating and providing the Services.

3.3        Usage Data. The parties acknowledge and agree that Augmedix and/or its vendors may monitor, collect, use and store anonymous and aggregate data regarding Customer’s use of the Services or components thereof for their respective business purposes, including, but not limited to, enhancing the Services and its respective components and creating new features thereof.

3.4        Feedback. To the extent Customer provides any suggestions, recommendation or other feedback to Augmedix with respect to the Services, Customer hereby grants to Augmedix a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable license to use, copy, modify, create derivative works based upon and otherwise use any such feedback and the Intellectual Property Rights therein.

4.      CONFIDENTIALITY

4.1        Definition. By virtue of this Agreement, the Parties may have access to each other’s Confidential Information. “Confidential Information,” as used in this Agreement, means (i) any information that is marked or identified at the time of disclosure as being confidential or proprietary; and (ii) any other information not previously known to the receiving Party or not generally known or readily ascertainable and from which the receiving Party or others may obtain a business benefit or advantage.  Augmedix’s Confidential Information includes, without limitation, the Services, and any associated Software, whether in source or executable code, the Documentation, nonpublic financial information, pricing, business plans, techniques, methods, processes, and the results of any performance tests of the Services, including, without limitation, the Software. Customer Data is the Confidential Information of Customer. The terms and conditions of this Agreement shall be deemed the Confidential Information of both Parties and neither Party shall disclose such information except to such Party’s advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers as have a reasonable need to know such information, provided that any such third parties shall, before they may access such information, either (a) execute a binding agreement to keep such information confidential or (b) be subject to a professional obligation to maintain the confidentiality of such information. If the receiving Party questions whether any information is regarded as confidential by the disclosing Party or others, the receiving Party agrees to treat the information as Confidential Information until and unless the disclosing Party confirms in writing that it is not confidential.

4.2        Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving Party; (b) was in the receiving Party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the receiving Party, which independent development can be shown by written evidence.

4.3        Use and Nondisclosure. Neither Party shall make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement. Each Party shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement, but in no event will either Party use less effort to protect the Confidential Information of the other Party than it uses to protect its own Confidential Information of like importance. Each Party will ensure that any agents or subcontractors that are permitted to access any of the other’s Confidential Information are legally bound to comply with obligations of confidentiality no less stringent than those set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing Party must provide the non-disclosing Party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing Party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information.

5.      HIPAA Compliance

5.1        Patient Confidentiality. In addition to the general confidentiality provisions in Section 4, the parties acknowledge their responsibility with respect to Protected Health Information disclosed by Customer to Augmedix, or created by Augmedix on behalf of Customer, pursuant to a Service Order. The Parties agree to comply with the applicable Business Associate Addendum with respect to such Protected Health Information, which forms a part of this Agreement.

5.2        Protected Health Information. Notwithstanding the terms of Section 4, Customer hereby grants to Augmedix an irrevocable, non-exclusive, royalty-free, worldwide, perpetual license to (a) use Customer’s Protected Health Information to create de-identified data; and (b) use Protected Health Information provided by Customer to perform Data Aggregation services relating to the health care operations of Customer. The de-identified data is, and shall remain, the exclusive property of Augmedix, and Augmedix may use such data without restrictions, including for research, analytics and modeling purposes.

6.      FEES; EXPENSES; TAXES

6.1        Fees. In consideration for providing the Services, Customer shall pay to Augmedix the Fees for its Subscription, in accordance with the terms set forth in the applicable Service Order.

6.2        Expenses. To the extent expenses are described in a Service Order, Customer shall reimburse Augmedix for all actual and reasonable expenses (including, but not limited to, travel, lodging, and shipping) incurred by Augmedix in connection with such Service Order (collectively, “Expenses”).

6.3        Invoices; Payment; Late Payment. Augmedix shall invoice Customer for Fees, Expenses and applicable Taxes (as defined below) in the manner described in the applicable Service Order. All payments will be made in U.S. dollars. Each undisputed invoice is due and payable by Customer no later than thirty (30) days following the invoice date. If Augmedix has not received payment within five (5) days after the due date, interest shall accrue on past due amounts at the rate of one and one-half percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Augmedix.  Further, if any charge owing by Customer is thirty (30) days or more overdue, Augmedix may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full, provided that, Augmedix has given Customer at least seven (7) days’ notice that its account is overdue.  Customer shall reimburse Augmedix for the reasonable costs of collection, including reasonable fees and expenses of attorneys.

6.4        Automatic Payment.  IF CUSTOMER HAS DESIGNATED A CREDIT CARD AS ITS METHOD OF PAYMENT FOR SERVICES, CUSTOMER AGREES TO BE CHARGED AUTOMATICALLY WITHIN A WEEK PRIOR TO THE DUE DATE FOR FEES IN ACCORDANCE WITH ITS SUBSCRIPTION PLAN.

6.5        Auto-renewal.  Customer agrees that its Subscription will automatically renew on an annual or monthly basis depending on Customer’s Subscription (the “Renewal Date”).  Customer authorizes Augmedix to automatically charge Customer for the applicable Fees for any renewal period, unless the Subscription has been terminated or cancelled in accordance with this Agreement or the applicable Service Order. If Customer wishes to remove the number of Authorized Users in its Subscription or cancel its Subscription, it must do so at least thirty (30) days prior to the Renewal Date.  If Customer chooses to cancel its Subscription during the Subscription Term, Customer may use the Service until the end of Customer’s applicable Subscription Term or portion thereof (as applicable), but will not be issued a refund for the applicable Fees for the remaining Subscription Term..

6.6        Taxes. All amounts and Fees stated or referred to in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). Customer shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Augmedix’s net income.

7.      TERM AND TERMINATION

7.1        Term. This Agreement shall commence on the Effective Date and shall continue until the expiration of the last surviving Service Order hereunder.

7.2        Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to correct the breach within thirty (30) days following written notice specifying the breach; provided that the cure period for any default with respect to payment of Augmedix’ invoices shall be five (5) business days.

7.3        Rights and Obligations upon Expiration or Termination. Upon expiration or termination of the Agreement or a Service Order, as applicable, Customer’s and Authorized Users’ (as defined in the applicable Product Schedule) right to access and use the now-terminated Services shall immediately terminate.  Customer and its Authorized Users shall immediately cease all use of the now-terminated Services and return all materials supplied by Augmedix thereunder.  Upon expiration or termination of the Agreement, each Party shall return and make no further use of any Confidential Information, equipment (including the Patient Content Capture Device(s), as defined in the Product Schedule) materials, or other items (and all copies thereof) belonging to the other Party.  Augmedix may destroy or otherwise dispose of any Customer Data in its possession, except as prohibited by any applicable law, unless Augmedix receives, no later than ten (10) days after the effective date of the expiration or termination of this Agreement or Service Order, a written request for the delivery to Customer of the then-most recent back-up of the Customer Data. Augmedix will use all reasonable efforts to deliver the back-up to Customer within thirty (30) days of its receipt of such a written request. Customer shall pay all reasonable expenses incurred by Augmedix in returning Customer Data to Customer.

7.4        Survival. The rights and obligations of Augmedix and Customer contained in Sections 1 (“Definitions”) 2.3 (“Restrictions”), 3 (“Proprietary Rights”), 4 (“Confidentiality”), 5.1 (“Patient Confidentiality”), 6.1 (“Fees”), 7 (“Term and Termination”), 8 (“Warranties and Representations”), 9 (“Indemnification”), 10 (“Limitation of Liability”), 11 (“Acknowledgement”) and 12 (“General”) shall survive any expiration or termination of this Agreement.

8.      WARRANTIES AND REPRESENTATIONS

8.1        Mutual Warranty. Each Party represents and warrants to the other that it has the full power, right and authority to enter into this Agreement and to carry out its obligations under this Agreement.

8.2        Augmedix Warranty. Augmedix warrants that the Services will provide the functionality set forth in each Product Schedule applicable to the Services described in the Service Order, and the Services will be performed in a thorough and professional manner by Augmedix. As Customer’s sole and exclusive remedy and Augmedix’s entire liability for any breach of the foregoing warranty, Augmedix will, at its sole option and expense, promptly re-perform any Services that fail to meet this limited warranty.

8.3        Customer Warranty. Customer warrants that it shall ensure that all Authorized Users comply with the terms and conditions of this Agreement and that Customer shall be liable for any violation of the terms and conditions of this Agreement by any Authorized User. Customer agrees that Augmedix may, upon notice to Customer, suspend or terminate any Authorized User’s access to all or part of the Services in the event that Augmedix reasonably determines that such Authorized User has violated the terms and conditions of this Agreement.

8.4        Disclaimer. Customer assumes sole responsibility and liability for any conclusions drawn from the use of the Services. Augmedix shall have no liability for any claims, losses, or damage caused by errors or omissions in Customer’s Confidential Information (which, for the avoidance of doubt, includes Customer Data) or any other information provided to Augmedix by Customer in connection with the Services or any actions taken by Augmedix at Customer’s direction. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 8.1 AND 8.2, AUGMEDIX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.2, AUGMEDIX DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED. AUGMEDIX FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICES AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. AUGMEDIX FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM AUGMEDIX OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

8.5        SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE IN SECTION 8.4 MAY NOT APPLY.

9.      INDEMNIFICATION

9.1        Indemnification by Customer. Customer will, at its expense, indemnify, defend and hold Augmedix harmless, from any and all claims, suits, actions, proceedings brought by a third party against Augmedix and any liabilities, losses, damages and expenses resulting therefrom, including court costs and reasonable attorneys’ fees, arising from:  (a) the negligent or willful misconduct of Customer or any of its employees, agents, or subcontractors in connection with the Services; (b) Customer’s or any Authorized User’s use of the Services in a manner that violates the terms of this Agreement; or (c) an Indemnity Exclusion (as defined below).

9.2        Indemnification by Augmedix. Augmedix will, at its expense, indemnify, defend and hold Customer harmless, from any and all claims, suits, actions, proceedings brought by a third party against Customer and any damages, liability or judgments resulting therefrom, including court costs and reasonable attorneys’ fees, arising from:  (a) negligence or willful misconduct by Augmedix or any of its employees, agents, or subcontractors in providing the Augmedix Services; (b) Augmedix’s material breach of the Business Associate Agreement; or (c) the infringement or misappropriation of any copyright or trade secret of a third party by Augmedix in performing the Services, provided that, Augmedix will have no liability for third party equipment or components, or to the extent such claim: (i) involves infringement that is attributable to any Customer-supplied designs or specifications; (ii) is based on modification or combination of any deliverables provided by Augmedix with any non-Augmedix hardware or software not contemplated by this Agreement, if the claim would have been avoided had such deliverables not been so modified or so combined; or (iii) to the extent it results from failure of Customer to use updated or modified versions of any deliverables provided by Augmedix for avoiding such a claim (the foregoing subsections (i)-(iii) are referred to collectively as an “Indemnity Exclusion”). In the event that Augmedix’s right to provide the Services is enjoined or in Augmedix’s reasonable opinion is likely to be enjoined, Augmedix may obtain the right to continue providing the Services, replace or modify the Services so that they become non-infringing, or, if such remedies are not reasonably available, terminate this Agreement without penalty to Customer. THE FOREGOING STATES THE ENTIRE OBLIGATION OF AUGMEDIX AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SERVICES.

9.3        Indemnification Procedures.  A Party’s obligation to indemnify the other Party will only arise if: the indemnified Party: (a) promptly notifies the indemnifying Party in writing of the claim; (b) grants the indemnifying Party sole control of the defense and settlement of the claim; and (c) provides the indemnifying Party, at the indemnifying Party’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. The indemnifying Party shall not enter into any settlement that would limit the indemnified Party’s rights under this Agreement, that would constitute an admission of liability by indemnified Party or that would impose any obligations on the indemnified Party, without the indemnified Party’s express prior written consent.  The indemnified Party reserves the right to retain counsel of its own choosing and at its own expense to participate in the defense and settlement of such claim without affecting any of the indemnifying Party’s indemnification obligations set forth herein.

10.        LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE.

NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM OR ACTION, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.

11.        ACKNOWLEDGEMENT. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS CONTAINED IN SECTION 11 AND ELSEWHERE IN THIS AGREEMENT HAVE BEEN THE SUBJECT OF NEGOTIATION BETWEEN THE PARTIES AND REPRESENT THE PARTIES’ AGREEMENT BASED UPON THE PERCEIVED LEVEL OF RISK ASSOCIATED WITH THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT, AND THE PAYMENTS MADE HEREUNDER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PARTIES ACKNOWLEDGE AND AGREE THAT (A) THE PROVISIONS HEREOF THAT LIMIT LIABILITY, DISCLAIM WARRANTIES OR EXCLUDE CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OR REMEDIES SHALL BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISIONS AND SHALL BE ENFORCED AS SUCH, REGARDLESS OF ANY BREACH HEREUNDER, AND (B) ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AND EXCLUSIONS OF CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OR REMEDIES SHALL REMAIN FULLY VALID, EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EVEN UNDER CIRCUMSTANCES THAT CAUSE AN EXCLUSIVE REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE.

12.     GENERAL

12.1        Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in the Northern District of California. Augmedix and Customer hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.

12.2        Waiver. The waiver by either Party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

12.3        Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement and will be deemed given: (a) when sent by facsimile or email; (b) five (5) working days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (c) one (1) working day after deposit with a commercial overnight carrier, with written verification of receipt. All communications will be sent to the addresses set forth above or to such other address as may be designated by a Party by giving written notice to the other Party pursuant to this Section 12.3.

12.4        Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

12.5        Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such Party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing Party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues, and such Party continues to use commercially reasonable efforts to resume performance.

12.6        Compliance with Laws. Each Party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including, but not limited to, any export laws and regulations of the United States.

12.7        Relationship between the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent.

12.8        Assignment/Successors. Neither Party may assign or transfer this Agreement, in whole or in part, without the other Party’s written consent except in the event of a Change of Control (as defined below) of Augmedix. Any attempted assignment or transfer in violation of this Section 12.8 will be null and void. “Change of Control” means, with respect to a Party: (a) the direct or indirect acquisition of either (i) the majority of voting stock of such Party or (ii) all or substantially all of the assets of such Party, by another entity in a single transaction or a series of transactions; or (b) the merger of such Party with another entity. Subject to the foregoing restrictions, this Agreement shall inure to the benefit of the successors and permitted assigns of the parties.

12.9        Modifications. Augmedix may revise this Agreement from time to time by posting the modified version on its website. If, in Augmedix’s sole discretion, the modifications proposed are material, Augmedix shall provide Customer with notice in accordance with Section 12.3 at least twenty (20) days prior to the effective date of the modifications being made. By continuing to access or use the Service after the posted effective date of modifications to this Agreement, Customer agrees to be bound by the revised version of the Agreement.

12.10      Entire Agreement. This Agreement together with any attachments, applicable Product Schedules and Service Orders constitute the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement.

12.11        Non-Exclusive Remedies. Except as set forth in Section 9.2, the exercise by either Party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

12.12        Equitable Relief. Each Party acknowledges that a breach by the other Party of any confidentiality or proprietary rights provision of this Agreement may cause the non-breaching Party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching Party may institute an action to enjoin the breaching Party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a Party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching Party may be entitled at law or in equity.

12.13        No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third Party. Only the parties to this Agreement may enforce it.

12.14        Headings. The headings in this Agreement are for the convenience of reference only and have no legal effect.

Augmedix Live - Product Schedule

Last Updated:  May 22, 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 the certain device(s) provided by Augmedix to Customer (e.g. Google Glass or similar wearable device, such as the Looxcie, Vuzix M100, Golden-I etc., or smartphone) during the Subscription Term of the applicable Service Order 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) 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 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: May 22, 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: May 13, 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 samemeaning 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; Augmedix Business Associate Addendum Page 1

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;

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 Indi vidual 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 Augmedix Business Associate Addendum Page 3 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.