The use of the Korro (OT) application is subject
to different terms of use depending on the type of user. If you are an
occupational therapist using the application as part of your practice,
the Occupational Therapist Terms of Use apply to your use.
If you are a clinic or a clinic owner that enables the use of the
application by you or by occupational therapists at your clinic, the Additional Terms for Clinics, apply to your use. If you are a patient
(or a legal guardian of a patient) using the application as part of engagement
with the patient’s treatment plan provided by an occupational therapist, the Patient Terms of Use apply to your use.
Occupational Therapist
Terms of Use
OVERVIEW
These Occupational Therapist Terms of Use (“Terms
and Conditions”) constitute a legally binding agreement between you (“You”,
“Your” or “User”) and Korro AI Limited and its
subsidiaries and affiliates (collectively, “Korro AI,” “Our,” “Us”
or “We”) that applies to Your use of the Korro (OT) mobile application
and related services and online portals (collectively, the “App”).
By using the App, You acknowledge that You have
read and understand, and agree to accept and be bound by, these Terms and
Conditions, including Our Privacy Policy at https://privacy.korro.ai which is incorporated
herein by reference. You also
agree to be bound by and comply with additional applicable terms and conditions
that are expressly referenced in these Terms and Conditions, posted in any part
of the App, or otherwise provided to You by Us electronically or otherwise. Korro AI reserves the
right, in its sole discretion, to modify these Terms and Conditions (including
any other terms and conditions incorporated herein) at any time without notice,
and the revised terms will be effective as of the “Last Updated” date set forth
in these Terms and Conditions. Therefore, it is Your responsibility to periodically review these
Terms and Conditions. We reserve the right to modify, suspend or discontinue
any part of the App at any time with or without notice and without liability.
Nothing in these Terms and Conditions shall be construed to obligate Us to
maintain or support any part of the App.
The App may
be used under these Terms and Conditions only by occupational therapists in
connection with the provision of occupational therapy to their patients. By
agreeing to these Terms of Use, You acknowledge that the App is intended for
use by patients, legal guardians of patients, and occupational therapists, You
are an occupational therapist or occupational therapy clinic / clinic owner,
and You bear sole risk and responsibility for use and misuse of the App in
addition to full risk and responsibility for complying with Your local
applicable law and all other local rules, codes and best
practices of Your employer (if applicable), licensing organization(s) and
industry. If you are a clinic or a
clinic owner that enables the use of the App at
your clinic, you may use the App subject to the Additional Terms for
Clinics. If you are a patient, you may use the App only subject to Our
Patient Terms of Use at https://userterms.korro.ai.
If You
access or use the App on behalf of a clinic, company, organization or other
entity, then (1) references to “User,” “You” and “Your” herein refer to both
you as an individual and that entity and (2) You represent and warrant that You
are authorized to bind the entity to these Terms and Conditions and that You
expressly agree to these Terms and Conditions on the entity’s behalf.
You agree that You have notified the patient and
the patient’s legal guardian of, and required them to read and accept, the
Patient Terms of Use at https://userterms.korro.ai prior to their use
of the App.
BE ADVISED
THAT THESE TERMS AND CONDITIONS ALSO CONTAIN DISCLAIMERS AND LIMITATIONS ON OUR
LIABILITY AND CLAIMS AGAINST US THAT MAY BE APPLICABLE TO YOU. IF YOU DO NOT AGREE TO
ALL OF THESE TERMS AND CONDITIONS, DO NOT ACCESS OR USE ANY PART OF THE APP.
SAFETY NOTICE
Please read the following notice, as it sets out certain risks
associated with the use of the App. This App (including its content, for
example the games and other activities within the App) is not intended for use
to treat patients under the age of 5, or patients who are unable to safely use
the App or safely engage in App activities, and You agree not to use the App in
connection with Your treatment of any such patients. As part of the App’s
intended use, users will be performing and repeating physical maneuvers, which
may include moving their hands, feet and body. Striking, contacting or becoming
entangled in any object, tripping, slipping, sliding or falling, or attempting
to perform maneuvers that are beyond the patient’s physical abilities while
using the App or performing activities in connection with use of the App, could
cause bodily injury or death (to the patient or others) or property damage.
Therefore, You are solely responsible and liable for assessing and selecting
patients who can safely utilize the App, and , instructing the patient and
their legal guardian to make safe, the patient’s potential movement area,
including without limitation clearing the patient’s potential movement area of
people, animals, furniture, hazards of all types, and all other obstacles and
objects that could potentially injure or otherwise harm the patient, any other
person or any property. As part of the evaluation in recommending use of the
App, You must determine based on Your professional
judgement and applicable clinical practice guidelines whether the patient has
the appropriate physical ability to safely perform the maneuvers and activities
that You have selected within the App without harm to patient, third-parties,
or property. Any resulting harm to patients, legal guardians, clinics,
third-parties, or property of any kind related to use or misuse of the App
shall be the exclusive responsibility of the patient, legal guardian, clinic,
or occupational therapist; without any liability attributable to Korro to the
extent permitted by law.
MEDICAL CARE DISCLAIMER
The App is intended to support clinics, occupational
therapists and patients by supplementing clinical care for patients at home or
in a clinic setting. The App (including its content), and any information or
output provided by it, does not constitute providing medical advice or
information or professional services. Information provided by the App is only a
reflection of the metrics produced by patient engagement with the App. The App
is an adjunctive tool to support the treatment plan You provide.
The App does not and is not intended
to replace any medical record and cannot be used to comply with any retention
obligation associated with any medical record, file or document.
By using the App, You
acknowledge and agree that the App is not a substitute for Your professional
medical or therapeutic advice, diagnosis, or treatment (the “Treatment”) or for
the Treatment provided at or in conjunction with Your clinic. You hereby
warrant that You comply with all applicable laws, rules and codes of and adhere
to the standards of Your profession in connection with Your use of the App,
including but not limited to any licensing rules and professional ethics codes,
and that You possess all required knowledge, means, permits, licenses,
authorizations, insurance policies and skills for the carrying out of Your
duties in connection with the treatment You provide via use of this App.
Without limiting the generality of the foregoing, You agree that You have
informed the patient and the patient’s legal guardian of, and obtained written
and legally enforceable consent to, the use of the App, all associated risks
and alternative treatment options, in accordance with applicable rules, codes
and best practices of Your profession, employer (if applicable), licensing
organization(s) and industry and all applicable laws, rules and regulations.
1. THE
APP
Our App is intended to support clinics, occupational
therapists and patients by supplementing clinical care for patients at home or
a clinic setting. Our App provides Your patient interactive content and metrics
about the patient’s capabilities and activities, which are provided as a
courtesy or convenience to You and subject to Your interpretation and use in
the case of Your patients according to applicable rules, codes, and best
practices of Your profession. Your patient may use the App either at home or in
the clinic setting, per Your professional judgment and relevant clinical
practice. These Terms and Conditions do not replace or
otherwise alter Your patient’s engagement with You (or any terms or conditions
governing such engagement), nor do they have any effect on the relationship
between You and Your patient. Korro AI is expressly not a party to any terms or
conditions governing Your engagement or relationship with Your patient.
2. REGISTRATION
AND FEES
You must register and create a user account via
the App’s online portal using an activation code provided by Korro AI. As part
of the registration process, You may be required to
pay a registration fee and select a password. You shall provide accurate,
complete, and updated registration information, in compliance with all
applicable laws, rules and regulations. You may not (i)
impersonate another person; (ii) use as a user name subject to any rights of
another person or entity without appropriate authorization; or (iii) use
another user’s account. To enable patient access to the App, You
must generate an activation code within the App and share it with the
applicable patient. Patients must then register and consent to
the Patient Terms of Use in order to use
the App.
If You are required to pay a registration fee or
other fees in the App, You acknowledge and agree that
listed prices for all of Our
products and services may exclude any and all applicable taxes and duties and
processing and other charges. You are responsible for the payment of all fees
and charges for products and services that You purchase, which are non-refundable.
Prices are subject to change at any time. For any purchase, You
agree to pay using a valid credit card (or other form of payment that We may accept
from time to time) all applicable fees and charges. If You elect to use a
third-party provider and We are charged fees by that provider (including for
transfer of funds, retrieval of payment details or any other purpose), We
reserve the right to charge You for those fees. It is Your responsibility to
ensure that sufficient funds are available to cover all fees and charges, and
We have no liability for any overdraft or other fees that You may incur as a
result of Us processing Your payment. If any payment is declined or returned, We reserve the right to suspend or terminate Your access to
the App and pursue other remedies available to Us.
Korro AI reserves the right to refuse User’s
registration or to block User’s access to the App (or any part thereof), at its
sole discretion. You are solely responsible for the activity that occurs on
Your account and must keep Your account credentials secured. You must notify
Korro AI immediately of any breach of security or unauthorized use of Your
account. You
understand and acknowledge that no data transmission over the Internet can be
guaranteed to be 100% secure and We cannot guarantee that any personal or other
information You submit to Us will be free from unauthorized third-party access.
All information You submit to Us is submitted at Your own risk. Korro AI will not be
liable for Your losses caused by any unauthorized use of Your account.
3. LICENSES;
INTELLECTUAL PROPERTY RIGHTS; USER CONTENT
3.1. Korro
AI retains all right, title, and interest in and to the App including any and
all related intellectual property and proprietary rights in any jurisdiction,
which shall include but is not limited to all (i)
trade secrets rights and protections; (ii) patent applications (including, but
not limited to any and all priority applications, provisionals,
non-provisionals, divisionals,
continuations, continuations-in-part, reissues, reexaminations, substitutions,
renewals) including the right to claim the benefit of priority to any of the
foregoing; (iii) patents granting on any of (ii); (iv) extensions and
supplemental protection certificates based on any of (ii) and (iii); (v)
trademark applications, registrations, service marks, domain names and all
renewals and extensions thereto; and (vi) copyright applications and
registrations and all restorations, reversions, renewals and extensions
thereof. Subject to these Terms and Conditions, Korro AI hereby grants You a
limited, non-transferable, non-exclusive, non-assignable, non-sublicensable,
limited license to access and use the App during the term of these Terms and
Conditions solely as expressly permitted hereunder. Except as expressly
provided herein, no other rights or licenses, express or implied, by estoppel
or otherwise, are granted to You by Korro AI with respect to the App (including
Korro AI Content, as defined below), or any related intellectual property.
3.2. All
photos, illustrations, drawings, animations, texts, scripts, data, designs,
graphics, images, logos, audios, videos, songs, interactive features,
trademarks, service marks, trade names, the “look and feel” of the App, proprietary
information, source and object code, technical data, prices, trade secrets or
know-how, databases, hardware, software, designs and techniques, programs,
models, displays and manuals, and the selection, coordination, and arrangement
of the contents of such materials, any published or unpublished information
concerning research activities and plans, clinics, patients, marketing or sales
plans, sales forecasts or results of marketing efforts, pricing or pricing
strategies, costs, operational techniques, strategic plans, and unpublished
financial information, including information concerning revenues, profits, and
profit margins, and the contents and substance of this Agreement, and other
features obtained from or through the App, software, and all other content and
materials used, displayed, included, incorporated, uploaded, disclosed, posted
or published by or on behalf of Korro AI or any third party in or to the App
(other than User Content, as defined below) (collectively, “Korro AI Content”),
are the sole property of Korro AI and/or Our licensors. All goodwill that arises in connection with Your use of any logo,
trademark, service mark, trade name, slogans, or any intellectual property or
proprietary information described above, or other indicia of origin of Korro AI
shall inure exclusively to Korro AI or its licensors, as applicable.
3.3. “User
Content” means any and all
comments, feedback, reviews, messages, ideas, suggestions, photographs,
recordings and other materials, information or communications that You post,
comment, submit, publish, display, transmit or otherwise make available to Us
(collectively, “Post”), including via the App.
You (and not Korro AI) are fully
responsible for any User Content You Post, including its legality, reliability,
accuracy, and appropriateness, and You agree that We are not responsible or liable
to any third party for any User Content and further agree to fully indemnify
Korro AI against claims associated therewith. Korro AI reserves the right, but
has no obligation, to monitor and review any User Content and edit or remove
such User Content in its sole discretion. You shall ensure that Your User Content (i)
complies with all applicable laws, rules and regulations, (ii) does not
infringe, misappropriate or otherwise violate any intellectual property,
proprietary, publicity or other right of any other person or entity, (iii) is
not offensive, threatening, libelous, defamatory, pornographic, obscene,
abusive, misleading, fraudulent or otherwise inappropriate or illegal, and (iv)
does not contain any computer virus or other malware that could affect any part
of the App, any of Our systems or any third-party systems, or any other App
user.
You hereby grant to Us a perpetual,
irrevocable, non-terminable, worldwide, royalty-free, fully transferable, fully
sublicensable and non-exclusive license to copy, reproduce, distribute,
disclose, publicly display, modify, create derivative works of and otherwise
use and exploit User Content for any and all purposes. Korro AI has no obligation to (a) maintain any User Content in
confidence, (b) pay compensation (including royalties) with respect to any User
Content, or (c) respond to any User Content.
4. RESTRICTIONS
ON USE
4.1. You hereby warrant, represent
and undertake that You will not, and will not permit or authorize third parties
to: (i) use the App in any way that: (a) is
defamatory, abusive, harassing, threatening or racially insensitive, or
constitutes an invasion of a right to privacy of another person, or is
otherwise offensive, violent, vulgar or obscene or otherwise harms or can
reasonably be expected to harm any person or entity; (b) infringes, violates,
misuses or otherwise interferes with any copyright, patent, trademark, trade
secret or other intellectual property right or contractual rights of any third
party; or (c) is illegal or encourages or advocates illegal activity;
(ii) Post any User Content or other communication or solicitation designed
or intended to obtain password, account, or private information from any third
party; (iii) interfere
with the proper working of the App, including without limiting by transmitting viruses, trojan
horses, worms, or any other computer programs designed to interrupt, destroy,
or limit the functionality of the App and/or any system, computer software,
hardware or telecommunications equipment; (iv) create a false identity or
impersonate another person; (v) “stalk” or otherwise harass another, or engage
in any conduct that is antisocial, disruptive, or destructive, including
“flaming,” “spamming,” “flooding,” “trolling,” and “griefing”
as those terms are commonly understood and used on the Internet; (vi) otherwise engage in, or assist, permit or encourage any other
person to engage in, any activity that Korro AI deems objectionable in its sole
discretion; or (vii) violate these Terms and Conditions and
any applicable law or regulation.
4.2. You will not, and will not
permit or authorize third parties to: (i) take any
action intended to probe, scan, test, circumvent or disable the operation of
any security feature or measure of the App, or access or use any non-public
areas of the App or any of Korro AI’s or its licensors’ computer systems or
networks; (ii) publish, distribute, sell, disclose, market, sublicense, rent,
lease, display, provide, transfer or make available the App, or any portion
thereof, to any third party; (iii) decompile, reverse engineer, disassemble,
enhance, or otherwise make any attempt to discover the source code of the App,
or any part thereof; (iv) modify, reproduce, or create derivative works from
the App (including without limitation any Korro AI Content) or any part
thereof; (v) access the App or Korro AI’s facilities, or record, process or mine information about other users, via automated means,
including by crawling, scraping, caching or otherwise (except as may be the
result of standard search engine protocols or technologies used by a search
engine with Our express consent); or (vi) remove, obscure or otherwise alter any proprietary notices
appearing on any part of the App or any Korro AI Content, including any
copyright, trademark and other intellectual property notices; or (vii) use the App and/or any
Korro AI Content in any manner that is illegal or not authorized by these Terms
and Conditions.
5. USAGE
RULES
Since You are downloading the App from a
third-party App, service provider or distributor, such as Apple App Store,
Google Play Store, Amazon Appstore, etc. (collectively, the “App Provider“), Your
download of, access to and use of the App may also be governed by terms and
conditions of the App Provider (“Usage Rules“). It is Your
responsibility to determine what Usage Rules are applicable to Your use of the
App. You undertake to comply with all the applicable App Provider's Usage Rules
and are solely responsible for Your use of any App Provider product or service.
You represent that You are not prohibited by any applicable laws or Usage Rules
from downloading and/or using the App. Any download and/or use of the App by
anyone prohibited by any applicable laws or Usage Rules from downloading and/or
using the App is expressly prohibited.
6. TERMINATION
These Terms
and Conditions are effective from the date on which You first access the App
and shall remain effective until terminated in accordance herewith. We may
immediately terminate these Terms and Conditions, and/or Your access to and use
of the App (or any part thereof) at any time for any reason, without or without
cause and without prior notice or liability. Upon termination of these Terms and Conditions, Your
right to access and use the App shall immediately and automatically terminate
and You shall cease all access to and use of the App. All the provisions of
these Terms and Conditions which by their nature should survive termination
(including, without limitation, ownership provisions, the licenses,
intellectual property, and User Content provisions, privacy policy, dispute
resolution provisions, warranty disclaimers, indemnification obligations,
payment obligations, provisions addressing proprietary information, and
limitations of liability) shall remain in full force and effect following
termination hereof. Termination of these Terms and Conditions shall not relieve
You from any obligation arising or accruing prior to such termination or limit
any liability which You otherwise may have to Korro AI.
7. PRIVACY
POLICY
Your use of the App is governed by Our privacy
policy, which is available at https://privacy.korro.ai/ (the “Privacy
Policy”). By using Our App, You acknowledge that
You have reviewed Our Privacy Policy and agree to be bound by its terms and
conditions.
8. BETA
PHASE CONFIDENTIALITY
As a result of Your use of the App in its Beta
phase, You will become knowledgeable of certain
Proprietary Information of Korro AI. Any such Proprietary Information shall be
deemed confidential and proprietary information of Korro AI, and You hereby
agree not to disclose Proprietary Information to others, or to use such
Proprietary Information for any purpose other than as necessary for Your use of
the App in its Beta phase in accordance with these Terms and Conditions. You
shall use best efforts to assure that no one else will make any such
unauthorized disclosures or usage. The standard of care to be utilized by You
in Your obligations of non-disclosure and limited use shall be the standard of
care utilized by You in handling Your own information of like sensitivity,
which is not intended for public disclosure or dissemination to third parties,
but in no case less than reasonable care. You agree to immediately notify Korro
AI of any disclosure—be it intentional or inadvertent—of any proprietary or
confidential information.
As used herein, the term "Proprietary
Information" shall mean all information, of any nature and in any
form, whether written, oral or recorded or transmitted electronically or by
tape or other similar manner, regarding the business, customers, suppliers,
operations, prospects, plans or affairs of Korro AI or in connection with the
App which is furnished to You by or on behalf Korro AI, becomes known to You as
a consequence of Your relationship with Korro AI, or is developed, conceived or
reduced to writing by You in connection with or during the course of Your use
of the App.
9. DISCLAIMER
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF
THE APP (INCLUDING ALL KORRO AI CONTENT) IS AT YOUR SOLE RISK AND THAT THE
ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, RELIABILITY,
VALIDITY AND EFFORT IS SOLELY WITH YOU. THE APP IS SUPPLIED “AS IS”, AND
WITHOUT WARRANTY OF ANY KIND. KORRO AI DOES NOT WARRANT THAT THE USE OF THE APP
WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET YOUR SPECIFIC REQUIREMENTS.
KORRO AI DOES NOT WARRANT THAT THE USE OF THE APP IS A SUBSTITUTE TO MEDICAL
TREATMENT OF ANY KIND, AND THE APP IS NOT INTENDED AS MEDICAL OR HEALTHCARE ADVICE. KORRO AI MAKES NO
WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE APP
(INCLUDING KORRO AI CONTENT) AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED
TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, PURPOSE,
ACCURACY, AVAILABILITY, SECURITY, COMPATIBILITY, NON-INFRINGEMENT OR
COMPLETENESS OF RESPONSES, RESULTS AND LACK OF NEGLIGENCE. The information on THE APP may not be
accurate, complete or current. Such information is provided for general
information only and any reliance thereon is at your sole risk. We undertake no
obligation to update, amend or clarify information on the APP, except as
required by law. We will not be responsible or liable to
you or third parties with respect to any conduct, content or communication on
THE APP that results from unauthorized access to or use of any PART OF THE APP,
KORRO AI CONTENT OR USER CONTENT or any of our systems (including via
intrusive, invasive or illegal techniques).
YOU ACKNOWLEDGE THAT YOU ARE USING THE APP
VOLUNTARILY AND THAT YOU ARE AWARE OF THE RISKS ASSOCIATED WITH YOUR AND YOUR
PATIENT’S USE OF THE APP, WHICH MAY INCLUDE, BUT ARE NOT LIMITED TO, PHYSICAL
OR PSYCHOLOGICAL INJURY, PAIN, SUFFERING, ILLNESS, DISFIGUREMENT, TEMPORARY OR
PERMANENT DISABILITY (INCLUDING PARALYSIS), ECONOMIC OR EMOTIONAL LOSS, AND
DEATH, AND YOU HEREBY EXPRESSLY ACKNOWLDGE AND ASSUME ALL SUCH RISKS.
10. LIMITATION
OF LIABILITY
IN NO EVENT SHALL KORRO AI, OR ANY OF ITS
SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, CONTRACTORS, AGENTS OR
REPRESENTATIVES, BE LIABLE FOR ANY INJURY, LOSS, CLAIM OR DAMAGES, INCLUDING
WITHOUT LIMITATION ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT
DAMAGES, INCLUDING FOR LABOR COSTS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF
PROFITS, LOSS OF SAVINGS, LOSS OF BUSINESS INFORMATION, LOSS OF USE OR OTHER
PECUNIARY LOSS AND DAMAGES FOR PERSONAL INJURY, DEATH OR PROPERTY DAMAGE, IN
CONNECTION WITH OR ARISING OUT OF THESE TERMS AND CONDITIONS, THE APP
(INCLUDING ANY KORRO AI CONTENT OR USER CONTENT), OR YOUR USE OF OR INABILITY
TO USE THE APP, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WITHOUT REGARD
TO THE THEORY OF LIABILITY, REGARDLESS OF WHETHER KORRO AI HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL THE AGGREGATE LIABILITY OF
KORRO AI AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS,
CONTRACTORS, AGENTS AND REPRESENTATIVES UNDER THESE TERMS AND CONDITIONS OR
ARISING OUT OF OR OTHERWISE RELATED OR IN CONNECTION TO YOUR USE OF THE APP
EXCEED THE GREATER OF (I) [FIFTY U.S. DOLLARS ($50)] AND (II) THE FEE ACTUALY
PAID (IF ANY) BY YOU TO KORRO AI FOR THE PRODUCTS OR SERVICES GIVING RISE TO
THE CLAIM OR CAUSE OF ACTION. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES
AND/OR LIABILITIES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT
APPLY TO YOU.
11. LIMITATION
ON CLAIMS
ANY CAUSE OF ACTION OR CLAIM YOU MAY
HAVE ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE APP MUST
BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE,
SUCH CAUSE OF ACTION OR CLAIM IS AND SHALL BE DEEMED PERMANENTLY BARRED, AND you hereby
unconditionally and irrevocably release, remise and waive, and discharge us
from, SUCH cause of action OR CLAIM.
12. INDEMNIFICATION
Upon its first demand, You agree to defend,
indemnify and hold harmless Korro AI and its shareholders, directors, officers,
employees, licensors, contractors, agents and representatives from and against
any and all claims, liability, costs, loss, damages and expenses (including
reasonable legal fees) arising from and/or caused due to: (i)
Your use or misuse of, or any of Your activities in connection with, the App
(including any Korro AI Content or User Content); (ii) Your violation of any of
these Terms and Conditions or any third party rights, including
without limitation privacy rights, copyrights or any other intellectual
property or proprietary rights of a third party; (iii) Your User Content; (iv)
Your carelessness, recklessness, negligence or willful misconduct; (v) Your
violation of any applicable law, rule or regulation; (vi) personal injury,
death or property damage in connection with Your use or misuse of the App
regardless of whether the injury, death, or damage is visited upon You, Us,
patient, legal guardians, or any third-party including but not limited to real
persons and business entities; or (vii) any other damage of any sort, whether
direct, indirect, special or consequential, that You may cause to any third
party in relation to the App. Without limiting the foregoing, We reserve the right, at Our expense, to assume the
exclusive defense and control of any matter which is subject to indemnification
by You, which will not excuse Your indemnity obligations hereunder and in which
event You will fully cooperate with Us in asserting any available defense. You
agree not to settle any matter subject to an indemnification by You without
first obtaining Our prior express written approval.
13. THIRD-PARTY
MATERIALS
The App may
contain links to third-party websites and Apps, which are provided for Your
convenience only. We do not control, and are not responsible or liable for,
such websites and Apps, their content, or any third-party products or services,
or Your access to, purchase of or use of any of the foregoing. The inclusion of
any such link does not imply that Korro AI is affiliated with, or approves or
endorses, any such third party, website, App, content, product or service.
Please carefully review each third party’s applicable terms of use, privacy
policy and other policies.
14. GEOGRAPHIC RESTRICTIONS
The App is intended only for use in the country(ies) in which
it is made available. We make no representation or warranty that any part of
the App is available or appropriate for use outside of the applicable
jurisdictions where We elect to make it available. If You
access or use the App outside of such jurisdictions, You
do so at Your sole risk, You are responsible for complying with Your local
applicable law, and are fully responsible for any consequences that result,
including those visited upon Korro AI as a result of Your extra jurisdictional
use.
15. NOTICE FOR RESIDENTS OF CALIFORNIA IN
THE UNITED STATES
UNDER
CALIFORNIA CIVIL CODE SECTION 1789.3, CALIFORNIA USERS ARE ENTITLED TO THE
FOLLOWING CONSUMER RIGHTS NOTICE: IF YOU HAVE A QUESTION OR COMPLAINT REGARDING
OUR PRODUCTS OR SERVICES, PLEASE CONTACT US AS SET FORTH BELOW. CALIFORNIA RESIDENTS MAY REACH THE CALIFORNIA
DEPARTMENT OF CONSUMER AFFAIRS, CONSUMER INFORMATION CENTER BY MAIL AT 1625
NORTH MARKET BLVD., SUITE N 112, SACRAMENTO, CA 95834, OR BY TELEPHONE AT (800)
952-5210. THIS SECTION DOES NOT APPLY TO YOU IF YOU ARE NOT A RESIDENT OF
THE STATE OF CALIFORNIA IN THE UNITED STATES.
16. MISCELLANEOUS
16.1. These
Terms and Conditions and their performance, and all claims and disputes arising
in connection with these Terms and Conditions, shall be exclusively governed by
the laws of the State of [New York], without regard to conflict of laws provisions that would result in the application of the
laws of any other jurisdiction. The parties hereto submit to the exclusive
jurisdiction of the courts of [New York County, New York] with respect to all
such claims and disputes.
16.2. These
Terms and Conditions and the Privacy Policy constitute the entire agreement
between You and Korro AI with respect to the use of the App, and supersede all
prior or contemporaneous understandings and agreements regarding such subject
matter.
16.3. In
the event that a court of competent jurisdiction finds any provision of these
Terms and Conditions to be illegal, invalid or unenforceable, such provision shall be construed, as nearly as possible in
compliance with applicable law, to reflect the intentions of the parties, and the remaining provisions
will remain in full force and effect. The failure of Korro AI to enforce any
right or provision in these Terms and Conditions will not constitute a waiver
of such right or provision unless acknowledged and agreed by Korro AI in writing.
16.4. You
hereby acknowledge that the App may consume bandwidth from Your mobile data
plan.
16.5. Korro
AI may assign at any time any of its rights and/or obligations hereunder to any
third party without User’s consent. These Terms and Conditions may not be assigned in any manner by
You without Korro AI’s express prior written consent. There are no third-party
beneficiaries to these Terms and Conditions.
16.6. Notwithstanding anything to the contrary, in addition to any and
all remedies available at law, We shall be entitled to
seek an injunction or other equitable remedies in all legal proceedings in the
event of any threatened or actual violation by You of any of these Terms and
Conditions.
16.7
Construction; Counsel. You acknowledge that You have had ample opportunity to
seek and use the advice of counsel before consenting to these Terms of Use.
Thus, these Terms of Use shall be construed and fairly interpreted in
accordance with its terms, without any strict construction in favor of or
against either party. Ambiguities shall not be interpreted against Korro AI.
16.8 If You have any
questions or queries about these Terms and Conditions or Our App in general,
please do not hesitate to contact Us via e-mail at: support@korro.ai.
ADDITIONAL TERMS OF USE FOR CLINICS
A. GENERAL
These Additional Terms of Clinics
(“Additional Terms for Clinics”) are a legally binding agreement between
the Clinic and/or the Clinic Owner (the “Clinic”) and Korro AI Limited and its
subsidiaries and affiliates (collectively, “Korro AI,” “Our,” “Us”
or “We”) that applies to Your use of the Korro (OT) mobile application
and related services and online portals (collectively, the “Platform”).
These Additional Terms for Clinics constitute an integral part of
the Occupational
Therapist Terms of Use (“Terms and Conditions”). By accepting these Additional Terms for Clinics, Clinic and any
Occupational Therapist acting on its behalf shall also be bound by the Occupational
Therapist Terms of Use, and the Clinic shall be fully liable to ensure that Occupational
Therapists comply with such terms. In the event of any conflict between these
Additional Terms of Clinics and the Occupational Therapist Terms of Use, these
Additional Terms of Clinics will prevail.
The Platform may be
used only by occupational therapists who practice at, with, for, or in conjunction with the
Clinic (“Occupational Therapist(s)”), and who have agreed to and are bound by
the Occupational Therapist Terms of Use.
Clinic agrees to be solely
responsible for verifying the existence and good standing of Occupational Therapists’
professional credentials and competence to (1) engage in the practice of
occupational therapy with patients; and (2) utilize, sell, or recommend the
Platform with/to/for patients.
Additionally, Clinic
shall be solely responsible for complying with all applicable laws and requirements of governmental authorities, including those which pertain
to occupational therapists, and clinics that affiliate, employ, or contract
with occupational therapists. Clinic acknowledges that some governmental authorities,
including U.S. States, boards, and associations may place certain conditions,
impose requirements, or mandate the fulfillment of prerequisite conditions,
permissions, or licenses on individuals who desire to practice occupational
therapy. (e.g., register with a state-based agency; sit for an exam; maintain a
license) With respect to such requirements, Clinic hereby agrees to:
a)
Incur full responsibility for researching and strictly adhering to
all applicable laws imposed by governmental authorities, including specifically
state regulatory and licensing bodies’ applicable laws pertaining to Occupational
Therapists, and clinics that affiliate, employ, or contract with Occupational Therapists;
b)
Require or provide professional malpractice insurance for all
Occupational Therapists that are employed, affiliated or contract with the
Clinic;
c)
Require all Clinic employees, agents, and affiliates, including
but not limited to employed or contracted Occupational Therapists to
contractually agree to adhere to all applicable laws related to the practice of
occupational therapy;
d)
Draft, implement, and utilize required disclosures, forms,
permissions, consents, or documentation to allow Occupational Therapists to
recommend, sell, and utilize the Platform to/with patients;
e)
Establish processes and procedures to generate the necessary
records for, monitor, and assess compliance with applicable laws related to the
practice of occupational therapy; and
f)
Prohibit Occupational Therapists from utilizing or recommending
the Platform unless the Occupational Therapist has satisfied all requirements.
No Reliance. Clinic acknowledges that Korro AI may have
experience with utilizing and working with the Platform. If Korro AI shares
knowledge or experience related to said Platform – including in the form of
Education (as defined below) – Clinic agrees to not rely on said information
and instead, independently ensure that utilization of the Platform comports
with best practices applicable to similar platforms, and further agrees to hold
Korro AI harmless for any and all information – including Education – that may
be shared with respect to the use of said Platform. Sharing of such information
including but not limited to Education and experience shall be considered
Confidential Information, and shall not alter the relationship between the
Parties. Clinic shall not utilize such
information, Education, or experience as the basis for any legal or equitable
dispute or defense between ANY person, entity, or governmental authority.
The decision to
evaluate a patient and/or recommend or utilize Platform, or employ or contract
with Occupational Therapists who do is solely within the clinic and Occupational
Therapists’ judgment. Clinic agrees to comply with and remain solely liable and
responsible for complying with applicable laws when evaluating patients and/or
recommending or utilizing the Platform, or employing or contracting with Occupational
Therapists who do.
B. REGISTRATION AND ACCESS
Clinic
must register and create a Clinic user account via the Platform using an
activation code provided by Korro AI (“Clinic Account”). As part of the
registration process, Clinic may be required to select a password. Clinic shall
provide accurate, complete, and updated registration information, in compliance
with all applicable laws, rules and regulations. Clinic may not (i) impersonate another person or entity; (ii) use as a user
name a name subject to any rights of another person or entity without
appropriate authorization; or (iii) use another user’s account without
permission.
To
enable Occupational Therapists access to the Platform via the Clinic Account,
in accordance with the scope of access rights granted under any Subscription
Package purchased by the Clinic (“Package”), as set forth in any Package
purchase page on Korro AI’s digital assets or any signed order form (“Order
Form”), Clinic must associate the Occupational Therapist account with the
Clinic Account. This
process may require generating an activation
code within the Platform and sharing it with the applicable Occupational
Therapist. Occupational Therapists must then register and create a user account
in order to use the Platform.
Clinic
and Occupational
Therapists may utilize the Platform
only in accordance with the services included in the Package selected by the
Clinic and solely during the Subscription Period, as defined in the Package
Order Form.
Clinic
must restrict access to the Platform only to Occupational Therapists who: (i) have registered and opened an occupational therapist
user account associated
with the Clinic Account; (ii) have agreed to the Occupational Therapist Terms
of Use; and (iii) have completed the required Education and obtained an Education
Certificate or have commenced the Education process during the Subscription
Period (as applicable and as defined below).
Korro
AI reserves the right to refuse Clinic’s registration or to block Clinic’s
access to the Platform (or any part thereof), at its sole discretion. Clinic is
solely responsible for the activity that occurs on its account and must keep
its account credentials secured. Clinic must notify Korro AI immediately of any
breach of security, disclosure or re-disclosure of any of Korro AI’s
proprietary or confidential information, or unauthorized use of Clinic Account. Clinic
understands and acknowledges that no data transmission over the Internet can be
guaranteed to be 100% secure and We cannot guarantee that any personal or other
information the Clinic submit to Us will be free from unauthorized third-party
access. All information the Clinic submit to Us is submitted at the Clinic’s
own risk. Korro AI will not be
liable for Clinic losses, including but not limited to those caused by any
unauthorized use of Clinic Account.
C. EDUCATION
Korro
AI may provide Clinic with training programs, coursework or other education
material (“Education”), pertaining to effective use of the Platform or
integrating the Platform’s features and functionalities into the Clinic and/or Occupational
Therapist’s workflow, all as set forth in the Package.
To
the extent that Education is included in the Package selected by the Clinic, Clinic
must ensure that Occupational Therapists complete a certain amount of the Education
– as determined and provided by Korro AI in the Package – and obtain a certificate
that is recognition for completion of a certain Education program (“Certificate”). Korro AI shall monitor the
completion of the required Education programs. Korro AI may, at any time and at
its sole discretion, suspend any account due to failure to complete the
Education or obtain a Certificate within the time frame designated in the
Package or any related documentation.
Certificate
may, on its face, represent a certain level of educational achievement,
knowledge, or competence, however, the Clinic agrees that an Education
Certificate has no bearing on the Clinic or a specific Occupational Therapist’s
aptitude, educational achievement, knowledge, or competence generally, in their
chosen profession, or with respect to the Platform.
Any
materials provided as Education are Korro AI’s IP regardless of whether
Education is provided orally, in writing, or in digital format.
D. PRICING AND PAYMENT
Package pricing shall be subject to the Order Form.
Pricing is subject to change at any time in Korro AI’s sole discretion (“Fees”).
Discounts; Credits; Rebates. If and to the extent Korro
AI offers, extends, or applies any discount, credit, rebate or other purchase
incentive to the Platform purchased hereunder, such discount, credit, rebate or
other purchase incentive shall constitute a "discount or other reduction
in price," as such terms are defined under the Medicare / Medicaid
Anti-Kickback Statute. Each Party agrees to use their best efforts to comply
with any and all requirements imposed on sellers and buyers, respectively,
under 42 U.S.C. § 1320a-7b(b)(3)(a) and the "safe harbor" regulations
regarding discounts or other reductions in price set forth in 42 C.F.R. §
1001.952(h). In this regard, Clinic may hereunder have an obligation to
accurately report, under any state or Federal program which provides cost or
charge based reimbursement for the Platform covered under these Terms and
Conditions, the net cost actually paid by Clinic.
Payment Terms. Korro
AI shall begin invoicing any Fees payable under an Order Form within five (5)
days of signing the Order Form, according to the billing cycle indicated in the
Order Form. The following provisions shall apply to all Korro AI invoices:
a) Undisputed invoices will be
due to Korro AI within the month the invoice was issued.
b) If any invoice is disputed
by Clinic, in whole or in part, a detailed notice must be provided to Korro AI
within fifteen (15) days from the date of such invoice.
c) In the case of disputed
invoices, Clinic shall distinguish the disputed from the undisputed portion and
timely pay the undisputed part.
d) Any undisputed invoice not
paid when due shall accrue interest from the date payment is due at the rate
one-and-one-half percent (1.5%) per month or the highest interest rate
permitted by applicable law.
e) Payments due to Korro AI
shall be made without any deduction or offset for any costs, expenses or
credits of any kind.
f) Notwithstanding anything to
the contrary, in the case of amounts fairly in dispute, full sums will be due
and owing, and subject to the foregoing penalty, if unpaid within seven (7)
days of resolution of such dispute.
Clinic is responsible for taxes on the Platform and
related interest and penalties if any are required. Clinic shall pay when due, or reimburse Korro AI for all taxes and governmental
charges of any kind (other than franchise taxes and any taxes based on
Company’s net income) imposed as a direct or indirect result of Clinic’s
Subscription, provided however, the foregoing shall not apply to the extent Clinic
is and remains a tax exempt entity. Clinic agrees to provide documentation to
substantiate such status upon Korro AI’s request.
E. RIGHT TO MARKET THE PLATFORM
During
the Subscription Period, and subject to these Terms and Conditions, Clinic
shall have the right to indicate to the public that it subscribes to the
Platform or that Occupational Therapists and patients have the option to access
the Platform, and to advertise the Platform under the trademarks, marks, logos,
branding and trade names (collectively, “Trademarks”) specified in
advance by Korro AI.
Clinic
shall not create new service or trademarks or trade-names based in whole or in
part on Korro AI’s Trademarks. Nothing herein shall grant to Clinic or the
Facilities any right, title or interest in Korro AI’s Trademarks. Clinic
acknowledges Korro AI’s sole ownership of and rights thereto. In the event that
any infringement comes to Clinic’s attention, Clinic shall immediately inform Korro
AI thereof. Korro AI, in its sole
discretion, shall determine whether or not to initiate or pursue proceedings against
any such infringer. Nothing in this Section is to be construed as a
representation or guarantee by Korro AI that Clinic’s use of Korro AI’s
Trademarks will not infringe the rights of others.
Clinic
Generated Materials. Any Platform promotion by Clinic shall be in accordance
with Korro AI approved collateral. All representations of Korro AI’s Trademarks
that Clinic intends to use or publish shall: use the appropriate trademark
symbol and legends in conjunction therewith. Clinic shall modify any materials
and activities that include Korro AI’s Trademarks to ensure compliance with
these Terms and Conditions upon Korro AI’s request.
F. CONFIDENTIALIITY
Company
may disclose certain Confidential Information to Clinic to permit Clinic to
perform its obligations under these Terms and Conditions. Clinic shall not use
any Confidential Information for any purposes or activities other than those
specifically authorized in these Terms and Conditions and shall not disclose
any Confidential Information to third parties without Korro AI’s prior written
approval. The foregoing use and disclosure restrictions with respect to
Confidential Information shall apply during the Term and shall survive the
expiration or termination of these Terms and Conditions in perpetuity.
The
aforesaid prohibitions from use and obligation of confidentiality assumed by
Clinic hereunder shall not apply or shall cease to apply to: (i) Any confidential and / or proprietary information which
was or becomes available to Korro AI; (ii) Confidential Information required to
be disclosed pursuant to any statutory or regulatory provision or court order
(provided that Clinic promptly notifies Korro AI of such potential required
disclosure and assists Korro AI in preventing or limiting such disclosure to
the maximum extent permitted, or arguably permitted by applicable laws).
G. GOVERNMENTAL INSPECTIONS AND
INQUIRIES
Clinic
shall immediately, and in any event within three (3) business days after the
date of receipt of notice, notify Korro AI in writing of, and shall provide Korro
AI with copies of, any and all correspondence and other documentation received
or prepared by Clinic from or to any governmental authority related or
pertaining to the Platform. This shall include but is not limited to: (i) regulatory letters, warnings, recall notices, notices of
inspection or similar communications from any governmental authority including
but not limited to communications pertaining to the storage, marketing,
advertisement, sale, distribution, and/or dispensing of the Platform / Platform
access codes; and (ii) any governmental authority’s comments relating to the
Platform that may require a response or action by Korro AI.
H. INSURANCE
Clinic
shall at all times carry general liability, professional liability, cybercrime,
and cyber risk insurance covering claims associated with purchasing, storing,
promoting, prescribing, or dispensing Platform, or a cyber breach related to Korro
AI or any Clinic, in no event less than $1,000,000.00 on a claim made basis.
Promptly
upon request, Clinic shall furnish Korro AI with copies of the insurance
policies and certificates of insurance evidencing such coverage and certifying
that the policy or policies of insurance will not be altered or modified to
exclude the Platform from coverage or cancelled without giving Company thirty
(30) days advance written notice.
Korro
AI shall be named as an additional insured on any such insurance policy.
Clinic
shall be responsible for all deductibles for the insurance policy.
Korro
AI is hereby appointed attorney-in-fact to endorse any draft or check which may
be payable to Clinic in order to collect any proceeds of such insurance, with
any such amount to be applied by Korro AI as part of the rights conferred
hereunder.
I. REPRESENTATIONS AND WARRANTIES
Clinic represents,
warrants and covenants to Korro AI that:
a)
all Occupational Therapists acting with or on its behalf are
properly licensed to practice their profession and utilize the Platform in the
state in which they operate as of the date of that writing. Clinic shall
promptly notify Korro AI if any Provider’s license, location, practice
affiliation or right to practice status changes.
b)
Clinic shall have the sole responsibility for (A) facilitating
Occupational Therapist and Patient use of the Platform (B) providing and/or
facilitating Patient consultations upon request with respect to the Platform,
and (C) handling all other interactions with Patients and Occupational
Therapists with respect to Education and/or Utilizing the Platform. Without
limiting Clinic’s other obligations in this subsection, Clinic shall ensure
that Occupational Therapists, at all times, maintain a sufficient level of
knowledge, Education, and understanding of the Platform to enable Occupational
Therapists to provide basic technical information to Patients regarding the
Platform, to effectively market and sell access to the Platform, and to obtain
Patient consent and provide assistance to Patients in determining and
fulfilling their requirements with respect to the Platform. This may include
providing Platform materials and guides approved by Korro AI. Any technical
questions about the Platform, including but not limited to installation or
function of the application or compatibility, shall be referred to Korro AI.
c)
No approval or consent
of any governmental authority (federal, state or local), or other person or
entity, is necessary as a condition to the lawful execution, delivery and
performance by Clinic of these Additional Terms for Clinics.
d)
The Clinic is not, has
not been, and during the Term shall not be: (i)
sanctioned within the meaning of Social Security Act Section 1128A or any
amendments thereof; (ii) convicted of violating the FCA, AKS, or HIPAA; or
(iii) debarred, excluded, suspended or otherwise declared ineligible from
participation in any federal or state health care program.
J. PRIVACY AND SECURITY COMPLIANCE
The
Parties agree that the personal information pertaining to patients must be
protected in accordance with applicable laws relating to the privacy and
security of Personal Information (collectively, “Privacy Laws”). To the extent Clinic provides any protected
health information (“PHI”), as that term is defined under HIPAA, to Korro AI,
any such disclosures shall be in accordance with HIPAA’s privacy regulations,
and each Party agrees to use appropriate safeguards, in accordance with the
provisions of Privacy Laws, the Business Associate Agreement in place between
the parties and the Parties own policies and procedures, to protect the
confidentiality and security of such information.
By
agreeing to the Terms of Use parties are also agreeing to the terms laid out in
the Business Associate Agreement which is an Addendum thereto.
K. TERM AND TERMINATION
These Terms and Conditions are effective
from the date on which Clinic first opens an account on the Platform and shall
remain effective until the end of the Subscription Period, as defined in the
Order Form. We may immediately terminate these Terms and Conditions, and/or the Clinic and/or any or all of the
Occupational Therapists’ access to and use of the Platform (or any part
thereof) at any time in
case of non-payment or non-compliance with payment terms according to these
Terms and Conditions and the Oder Form, or for any other reason, with or without cause and without prior
notice or liability.
Upon termination of these Terms and
Conditions, the right of the Clinic and the Occupational Therapists to access
and use the Platform shall immediately and automatically terminate and Clinic
shall cease all access to and use of the Platform. All the provisions of these Terms and Conditions which by their
nature should survive termination (including, without limitation, ownership
provisions, the license to User Content, dispute resolution provisions,
warranty disclaimers, indemnification obligations and limitations of liability)
shall remain in full force and effect following termination hereof. Termination
of these Terms and Conditions shall not relieve Clinic from any obligation
arising or accruing prior to such termination or limit any liability which Clinic
otherwise may have to Korro AI.
L. LIABILITY
All
sections of the Terms of Use for Therapist related to safety notices,
disclaimers, limitation of liability and limitation on claims shall also apply
to the Additional Terms for Clinics, mutatis mutandis.
M.
Last
updated: 03/13/2024
BUSINESS ASSOCIATE AGREEMENT ADDENDUM
This Business Associate Agreement (“BAA
Addendum”) forms part of the Terms of Use or other written or electronic terms
of service or subscription agreement for Korro’s
provision of its Service to which the parties agree. This BAA Addendum is
effective and incorporated into the Terms of Use as of the the
effective date of the Terms of Use (“BAA Effective Date”). Capitalized terms
used and not defined in this BAA Addendum have the meanings given to them in
the HIPAA Regulations and/or Principal Agreements.
This BAA Addendum sets forth Korro’s obligations as a Business Associate or
Subcontractor under applicable provisions of: (i) the
Health Insurance Portability and Accountability Act of 1996, Pub. L. 104-191,
as amended; (ii) the privacy standards (at 45 C.F.R. Part 160 and Part 164,
Subparts A and E (the “Privacy Rule”)) and security standards (at 45 C.F.R.
Part 160 and Part 164, Subparts A and C (the “Security Rule”)) and; (iii)
Subtitle D of the Health Information Technology for Economic and Clinical Health
Act, Pub. L 111-5, including as implemented by 45 C.F.R. Part 164, Subpart D,
all as they may be amended from time to time (collectively, the “HIPAA
Regulations”).
This BAA Addendum applies to the extent
Customer is acting as a Covered Entity or a Business Associate and to the
extent Korro is deemed under the HIPAA Regulations to be acting as a Business
Associate or Subcontractor of Customer pursuant to 45 C.F.R. § 160.103 in
connection with the Protected Health Information (as defined in 45 C.F.R. §
160.103) that Korro receives from Customer, or creates, receives, maintains or
transmits on behalf of Customer (“PHI”). This BAA Addendum only applies to
those accounts ordered or created by Customer. If Customer is not a signatory
to the Principal Agreement, this BAA Addendum is not valid and not legally
binding.
1. Use
and Disclosure of PHI.
1.1. Permitted Uses. Except as
otherwise limited in this BAA Addendum, Korro may Use or Disclose PHI to
provide the Services to Customer as specified in the Principal Agreements,
provided such Use or Disclosure does not violate the Privacy Rule if done by
Customer.
1.2. Use and Disclosure for Management
and Administration. Except as otherwise limited in this BAA Addendum or the
Principal Agreements, Korro may Use or Disclose PHI for the proper management
and administration of Korro or to carry out the legal responsibilities of Korro.
For any Disclosures:
1.2.1. Disclosures must be Required by Law;
or
1.2.1.1. Korro shall obtain reasonable
assurances, in writing, from the person to whom the information is Disclosed
that it will remain confidential and Used or further
Disclosed only as Required by Law or for the purpose for which it was Disclosed
to the person; and
1.2.1.2. The person agrees to notify Korro
of any instances of which the recipient is aware in which the confidentiality
of the information has been breached.
1.3. Data Aggregation. Except as
otherwise limited in the BAA Addendum and/or the Principal Agreements, Korro
may create, receive, maintain, transmit, use and
disclose PHI to provide Data Aggregation services if provided for in the
Principal Agreement.
2. Korro
Obligations and Responsibilities.
2.1. Nondisclosure. Korro shall not
Use or Disclose PHI other than as permitted or required by this BAA Addendum or
Principal Agreements or as Required by Law and shall comply with the Privacy
Rule to the extent Korro carries out an obligation of Customer that is
regulated by the Privacy Rule.
2.2. Minimum Necessary. When Using
or Disclosing PHI, Korro shall limit PHI to the minimum necessary to achieve
the purpose of the Services and/or exercise its rights under the BAA Addendum
and Principal Agreements, taking into account the
nature of the Services provided by Korro.
2.3. Safeguards. Korro shall
implement and maintain administrative, physical and
technical safeguards designed to reasonably and appropriately protect the
confidentiality and availability of PHI and shall comply with applicable
compliance and enforcement obligations under the Security Rule.
2.4. Notice of Security Incident or
Breach. Upon becoming aware of any unauthorized Use or Disclosure of PHI
not provided for by this BAA Addendum or the Principal Agreements, or any
Security Incident or Breach of Unsecured PHI, Korro shall notify Customer
without undue delay and in any event, where feasible, within seventy-two (72)
hours. To the extent possible, Korro’s notification
shall include at the time of the notice or promptly thereafter as the
information becomes available, a brief description of what happened, the types
of unsecured PHI involved and any remedial actions
taken.
2.4.1 Notwithstanding the foregoing, this
Section 2.4 constitutes notice by Korro to Customer of the ongoing existence
and occurrence of attempted but unsuccessful Security Incidents, for which no
additional notice to Customer shall be required, including but not limited to,
pings and other broadcast attacks on Korro’s network
security groups, port scans, unsuccessful log-in attempts, denial-of-service
attacks, malware (e.g. worms, viruses) that is detected and neutralized by Korro’s defensive software and tools intended for such
purposes, interception of encrypted information where the key is not comprised
and any combination of the above, so long as no such incident results in
unauthorized access, Use or Disclosure of Unsecured PHI.
2.4.2 Communications by or on behalf of Korro
with Customer in connection with this Section 2.4 shall not be construed as an
acknowledgment by Korro of any fault or liability with respect to the incident.
2.5. Mitigation. Korro shall use
commercially reasonable efforts to mitigate, to the extent practicable, any
harmful effect that is known to Korro caused by a Use or Disclosure of PHI by Korro
in violation of the requirements of this BAA Addendum or the Principal
Agreements.
2.6. Agents. Korro shall ensure that
any of its agents, including Subcontractors, to which it provides PHI agree in
writing to comply with substantially the same requirements herein.
2.7. Access and Amendment. Customer
shall be responsible for the form and content of PHI, including whether
Customer maintains PHI in a Designated Record Set. Within five (5) days of Korro
receiving a written request to access or amend PHI from either Customer or an
Individual who identifies Customer, Korro shall provide Customer access to
Customer’s PHI through the Service in order to enable
Customer to comply with its requirements under 45 C.F.R. § 164.524 and 45
C.F.R. § 164.526 with respect to such requests.
Customer will be responsible for managing
its use of the Service to appropriately respond to such Individual requests.
2.8. Documentation of Disclosures. Korro
shall document Korro’s Disclosures of PHI and
information related to such Disclosures as would be required for Customer to
respond to a request by an Individual for an accounting of Disclosures of PHI
in accordance with 45 C.F.R. § 164.528. Notwithstanding the foregoing, because Korro
personnel do not have visibility to the content of Customer Data that Customer
or any Userloads onto the Service, Korro will be
unable to identify either the Individuals or the types of PHI
included in any Customer Data that Korro has disclosed in relation to 45 C.F.R.
§ 164.528.
2.9. Accounting of Disclosures. Korro
shall make available to Customer within fifteen (15) days of a written request
such information as is required for Customer to make an accounting required by
45 C.F.R. § 164.528, to the extent known by Korro.
2.10. No Remuneration in Exchange for
PHI. Korro shall not receive direct or indirect remuneration for an
exchange of PHI not otherwise authorized under the HIPAA Regulations, unless
required for the provision of Services under this BAA Addendum or the Principal
Agreements.
2.11. No Marketing/Fundraising. Korro
shall not perform marketing or fundraising on behalf of Customer regarding PHI
or engage in the types of communications on behalf of Customer that are
excepted from the definition of marketing established under 45 C.F.R. § 164.501
regarding PHI.
2.12. Internal Practices. Upon
reasonable written request by Customer, Korro shall make its internal
practices, books and records directly relating to the Use and Disclosure of PHI
available to the Secretary of the U.S. Department of Health and Human Services,
for the purpose of the Secretary determining Customer’s compliance with
applicable provisions of the HIPAA Regulations, subject to any applicable legal
privileges.
3. Customer
Obligations and Responsibilities.
3.1. Customer is responsible for
implementing appropriate privacy and security safeguards within Customer’s
control in order to protect PHI in compliance with the
HIPAA Regulations, the Principal Agreements and this BAA Addendum.
3.2. Customer agrees and acknowledges that
any PHI that Customer submits to the Service as authorized hereunder will be
available to all of Customer’s Therapists unless Customer affirmatively
restricts access, and Customer (and not Korro) will be solely responsible for
limiting access to PHI to certain Users.
3.3. Customer shall not request or cause Korro
to Use or Disclose PHI in any manner that would not be permissible under the
Privacy Rule if done by Customer.
3.4. Customer has obtained and will obtain
any consents, authorizations and other legal permissions required under the
HIPAA Regulations and other applicable laws for the Disclosure of PHI to Korro.
If there are any changes in, or revocation of, a permission given by an
Individual to Customer for the Use or Disclosure of PHI, Customer is
responsible for managing its use of the Service accordingly to update or delete
such PHI in the Service as necessary.
4. Term
and Termination.
4.1. Term. The term of this BAA
Addendum shall be effective as of the BAA Effective Date and, except for the
rights and obligations set forth in this BAA Addendum specifically surviving
termination, shall terminate upon the termination or expiration of the last order
under the Principal Agreements for Customer’s Accounts.
4.2. Termination for Cause. Upon
either party’s knowledge of a material breach of this BAA Addendum by the other
party, the non-breaching party shall either:
4.2.1. provide an opportunity for the
breaching party to cure the breach or end the violation within thirty (30) days
and if the breaching party does not cure the breach or end the violation within
thirty (30) days upon written notice of the breach, terminate this BAA Addendum
and the Principal Agreements; or
4.2.2. immediately terminate this BAA
Addendum and the Principal Agreements if the breaching party has breached a
material term of this BAA Addendum and cure is not possible.
4.3. Effect of Termination. Upon
termination of this BAA Addendum for any reason, Korro shall make available for
retrieval by Customer, or if Customer does not retrieve, Korro shall delete all
PHI in Korro’s possession or control and shall retain
no copies of such PHI. If such return or destruction is not feasible, Korro
shall extend the protections of this BAA Addendum to the PHI and limit further
Uses and Disclosures of such PHI to those purposes that make the retrieval or
destruction infeasible, for so long as Korro maintains such PHI.
5. Miscellaneous.
5.1. Regulatory References. A
reference in this BAA Addendum to a section in the HIPAA Regulations means the
section as in effect or as amended.
5.2. Amendment. The parties agree to
take such action as is reasonably necessary to amend or interpret this BAA
Addendum as necessary for Korro and Customer to comply with the applicable
requirements of the HIPAA Regulations.
5.3. Survival. The obligations of Korro
under Section 4.3 of this BAA Addendum shall survive the termination of this
BAA Addendum.
5.4. No Third-Party Beneficiaries.
Nothing express or implied in this BAA Addendum is intended to confer, nor
shall anything herein confer, upon any person other than Customer or Korro any
rights whatsoever.
5.5. Interpretation. Any ambiguity
in this BAA Addendum shall be resolved to permit Korro and Customer to comply
with the HIPAA Regulations.
5.6. Conflicts. To the extent there
is any conflict between the provisions of this BAA Addendum and the Principal
Agreements, the provisions of this BAA Addendum shall prevail with respect to
PHI.
5.7. No Agency. Korro shall not be
deemed to be the common law agent of Customer.
5.8. Counterparts. The parties may
execute this BAA Addendum in counterparts, including PDF or other electronic
copies, which taken together will constitute one instrument.
5.9. Entire Agreement. This BAA
Addendum and the Principal Agreements constitute the entire agreement between
the parties with respect to the subject matter hereof and supersede all
previous written or oral understandings, agreements, negotiations, commitments
and any other writing or communication by or between the parties with respect
to the subject matter hereof. Except as amended and supplemented by this BAA
Addendum, the Principal Agreement remains unchanged and in full force and
effect.