Provider / Clinic Onboarding Terms of Service

These Provider Terms of Service (the "Provider Terms") are provided by Mrida Enterprise Inc. d/b/a BiteQ, a Delaware corporation (doing business as "BiteQ," "we," "our," or "us") and govern your access to and use of the BiteQ clinician and clinic-facing dashboards, portals, EHR integrations, and related B2B tools and features (collectively, the "Provider Services"). References in these Provider Terms to "you" or "your" refer to the undersigned clinic, health care provider entity, and their authorized workforce members (collectively, the "Provider" or "Provider Users"). By accessing or using the Provider Services, you agree to be bound by these Provider Terms. If you do not agree, you may not access or use the Provider Services.

1. Scope

These Provider Terms govern Provider's access to and use of the Provider Services solely for legitimate health care purposes and in compliance with applicable law. Provider is granted a non-exclusive, non-transferable, revocable right to access and use the BiteQ clinician dashboard, portals, EHR integrations, and related B2B features only for viewing and using data relating to its patients and for internal operations and other purposes permitted under HIPAA and these Provider Terms.

2. Relationship to Master Agreements and BAA

These Provider Terms supplement any separate written agreement between BiteQ and Provider, including any order form, master services agreement, or Business Associate Agreement ("BAA"). These Provider Terms also supplement, and are intended to be read together with, BiteQ's standard end-user Terms of Use (www.biteq.ai/legal/termsofuse). In the event of a conflict between these Provider Terms and an executed master services agreement or BAA, the executed agreement will control with respect to the subject matter of such agreement. In the event of a conflict between these Provider Terms and BiteQ's general Terms of Use / Terms of Service, these Provider Terms will control with respect to the Provider Services. Nothing in these Provider Terms creates a partnership, joint venture, agency, or employment relationship between BiteQ and Provider. Provider is an independent contractor and is solely responsible for its own employees, agents, and operations, including all clinical decisions and patient care.

3. Access and Provider Obligations

Provider represents, warrants, and agrees that it:

a. Is a duly licensed health care provider in good standing under the laws of its jurisdiction and will maintain such licensure throughout the term of these Provider Terms.

b. Will only access data for users who have provided appropriate consent via the Services and with whom it has an established, legitimate treatment relationship.

c. Will only access and use data obtained from the Provider Services for legitimate health care purposes in a manner consistent with its professional and legal obligations, including all applicable data privacy laws (such as HIPAA and state privacy laws) and professional ethical guidelines.

d. Will implement and maintain appropriate administrative, technical, and physical safeguards to protect the security and confidentiality of all data accessed through the Provider Services, including, but not limited to, encryption, stringent access controls, and regular security assessments, consistent with HIPAA and applicable law.

e. Will promptly notify BiteQ of any suspected or actual security incident or breach of security involving data accessed through the Provider Services, in order to enable coordinated breach response and notifications as required by HIPAA and applicable law.

Acknowledges that BiteQ has no control over, and bears no responsibility for, Provider's clinical decisions, documentation, billing, or patient outcomes.

4. Data Use and HIPAA Compliance

a. Patient Consent and Scope of Use: Provider expressly acknowledges that access to any user's data via the Provider Services is subject to the user's consent and applicable legal requirements. Provider shall not attempt to access data for any user where such access would be inconsistent with applicable law or these Provider Terms. BiteQ shall have no obligation to verify the scope or continued effectiveness of any user consent and shall not be liable for any access to or use of data by Provider based on such consent.

b. Covered Entity: Provider expressly acknowledges that it is a "Covered Entity" as defined by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and is independently responsible for compliance with HIPAA and applicable state privacy laws.

c. Business Associate Agreement (BAA): To the extent that data accessible through the Provider Services constitutes Protected Health Information ("PHI"), the parties agree to execute BiteQ's standard Business Associate Agreement, which shall be incorporated herein by reference. Provider shall not access PHI via the Provider Services until a BAA is in full force and effect.

d. Independent Responsibility: Provider is solely and exclusively responsible for its use of data obtained through the Provider Services and for complying with all applicable laws, including HIPAA and state privacy laws, regarding its handling, storage, and use of such data. BITEQ IS NOT RESPONSIBLE FOR PROVIDER'S CLINICAL DECISIONS OR FOR ANY USE OR DISCLOSURE OF DATA BY PROVIDER, NOR FOR ANY MISUSE OR UNAUTHORIZED DISCLOSURE BY PROVIDER. BiteQ does not warrant or guarantee the compliance of any third party (including Providers, EHR systems, or payors) with applicable laws and expressly disclaims all liability for their actions or omissions.

e. Restriction on Data Misuse: Provider may use data generated or made available through the Provider Services only for care of its patients, internal operations, and other purposes permitted under HIPAA and these Provider Terms. Provider shall not sell, license, rent, or otherwise disclose such data to third parties for purposes unrelated to permitted health care activities, including, without limitation, discriminatory purposes (such as denying care or benefits in violation of law), marketing, resale, insurance underwriting, or any analytics or research without separate, explicit, and legally compliant authorization from the data subject.

f. Third-Party Sharing Disclaimer: BITEQ IS NOT RESPONSIBLE FOR PROVIDER'S DECISION TO SHARE DATA OBTAINED FROM THE PROVIDER SERVICES WITH ANY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO INSURANCE COMPANIES, EHR VENDORS, OR OTHER SERVICE PROVIDERS, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY CONSEQUENCES ARISING FROM SUCH THIRD-PARTY SHARING BY PROVIDER.

5. Disclaimer and Limitation of Liability

THE PROVIDER SERVICES, THE BITEQ PLATFORM, AND ANY DATA MADE AVAILABLE THEREIN ARE PROVIDED "AS IS" AND "AS AVAILABLE." BITEQ MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY USER-GENERATED OR BITEQ-GENERATED DATA. PROVIDER EXPRESSLY ACKNOWLEDGES THAT DATA PROVIDED THROUGH THE PROVIDER SERVICES MAY BE INCOMPLETE, INACCURATE, OR SOLELY USER-GENERATED AND HAS NOT BEEN INDEPENDENTLY VERIFIED BY BITEQ. THE PROVIDER SERVICES ARE INFORMATIONAL TOOLS AND ARE NOT, AND SHALL NOT BE CONSIDERED, A SUBSTITUTE FOR PROVIDER'S PROFESSIONAL MEDICAL JUDGMENT. PROVIDER ASSUMES FULL AND SOLE RESPONSIBILITY FOR ALL CLINICAL DECISIONS, DOCUMENTATION, BILLING, AND INTERPRETATIONS MADE BASED ON DATA FROM THE PROVIDER SERVICES AND EXPRESSLY AGREES THAT IT WILL NOT RELY SOLELY ON THE PROVIDER SERVICES FOR PATIENT CARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BITEQ SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES ARISING FROM OR RELATING TO PROVIDER'S USE OF, OR INABILITY TO USE, THE PROVIDER SERVICES OR RELIANCE ON ANY DATA PROVIDED THEREIN.

5.1. No Warranty of Availability: BITEQ DOES NOT WARRANT THAT THE PROVIDER SERVICES OR ANY BITEQ PLATFORM COMPONENT WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR AVAILABLE AT ALL TIMES. BITEQ HAS NO OBLIGATION TO MAINTAIN ANY PARTICULAR UPTIME LEVEL OR FEATURE SET AND MAY SUSPEND, LIMIT, OR DISCONTINUE ANY ASPECT OF THE PROVIDER SERVICES AT ANY TIME WITHOUT LIABILITY, SUBJECT TO ANY EXPRESS OBLIGATIONS IN AN EXECUTED MASTER AGREEMENT WITH PROVIDER.

5.2. BITEQ SHALL HAVE NO OBLIGATION TO MONITOR, REVIEW, OR AUDIT PROVIDER'S USE OF THE PROVIDER SERVICES OR ANY DATA ACCESSED THEREFROM, EXCEPT AS EXPRESSLY SET OUT IN THESE PROVIDER TERMS, ANY EXECUTED MASTER SERVICES AGREEMENT, OR ANY BAA BETWEEN THE PARTIES.

6. Indemnification

Provider agrees to indemnify, defend, and hold harmless BiteQ, its affiliates, officers, employees, contractors, and agents from and against any and all claims, demands, actions, investigations, liabilities, damages, losses, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Provider's clinical decisions or failure to provide appropriate care; (b) Provider's misuse of, or unauthorized access to or disclosure of, data obtained through the Provider Services; (c) Provider's failure to comply with these Provider Terms, any applicable laws (including HIPAA and state privacy laws), or payor rules; or (d) Provider's failure to implement appropriate security safeguards or to timely report security incidents as required herein.

7. Term and Termination

These Provider Terms commence on the earlier of (a) the date Provider first accesses or uses the Provider Services, or (b) the effective date of any order form or master agreement that incorporates these Provider Terms, and will continue until terminated as set forth herein. Either party may terminate Provider's access to the Provider Services for convenience upon [notice period] days' prior written notice, unless otherwise specified in an executed master agreement. BiteQ may suspend or terminate Provider's or any Provider User's access to the Provider Services immediately if Provider breaches these Provider Terms, misuses data, or if BiteQ determines, in its sole discretion, that Provider's continued access poses a regulatory, legal, business, or security risk to BiteQ or its users. BiteQ may also audit Provider's compliance with these Provider Terms and any applicable BAA upon reasonable notice, subject to any limits agreed in a master services agreement.

8. Governing Law; Dispute Resolution

A printed version of these Provider Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Provider Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. These Provider Terms shall be governed by, construed, and interpreted in accordance with the laws of the State of Delaware, without regard to any choice-of-law principle that would dictate the application of the law of another jurisdiction. Any dispute arising from or relating to the subject matter of these Provider Terms or the Provider Services shall be finally settled by binding arbitration in Delaware, using the English language, in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees, and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of these Provider Terms, the parties hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts sitting in Delaware, USA. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATING TO THESE PROVIDER TERMS.

9. Assignment

Provider shall not assign or transfer these Provider Terms, or any of its rights or obligations hereunder, whether by operation of law or otherwise, without BiteQ's prior written consent, and any unauthorized assignment shall be void. BiteQ may assign these Provider Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.