KORRO - Terms of Use

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.