Limitless AI Business Associate Addendum (BAA)

Effective Date: 07/01/2025

This Business Associate Addendum ("BAA") is a part of the Limitless AI Terms of Service (and is hereby incorporated into the Limitless AI Terms of Service by reference), available at https://www.limitless.ai/terms (the "Agreement"). Customer enters into this BAA on behalf of itself and on behalf of any employer group health plan (each, a "Covered Entity") it sponsors, to the extent that Customer subscribes to or otherwise accesses any Limitless AI services that require Limitless AI to use, create, receive, disclose, transmit, or maintain Protected Health Information ("PHI") from or on behalf of such Covered Entity. For the purposes of this BAA, the term "Customer" will include Customer and Authorized Affiliates and "Limitless AI" will include Limitless AI and its Affiliates. Limitless AI and Customer and Covered Entity are each a "Party" and together are the "Parties."

All terms of the Agreement, including all disclaimers, limitations of liability, agreements, and indemnities, apply to this BAA. In the event of any conflict or inconsistency between the Agreement and this BAA, this BAA will govern to the extent of such conflict and/or inconsistency. Limitless AI, Customer, and Covered Entity desire to enter into this BAA in order to comply with Applicable Law.

1. Definitions

Protected Health Information (PHI): Information that is protected under HIPAA regulations and includes any information that relates to the health status, provision of health care, or payment for health care that can be linked to an individual.

Covered Entity: A health plan, health care clearinghouse, or health care provider who transmits any health information in electronic form in connection with a HIPAA transaction.

Business Associate: Shall have the meaning given to such term under 45 CFR § 160.103. In general, this includes a person or entity, other than a member of the Covered Entity's workforce, who, on behalf of a Covered Entity, performs or assists in the performance of a function or activity involving the use or disclosure of PHI, as regulated by HIPAA.

2. Permitted Uses and Disclosures

Limitless AI may use and disclose PHI only as permitted or required by this BAA or as required by law. Specifically, Limitless AI may:

• Use PHI for proper management and administration or to fulfill its legal responsibilities;
• Disclose PHI to subcontractors or agents that agree to the same restrictions and conditions;
• Use PHI as necessary to provide services as outlined in the Terms of Service.

3. Obligations of Limitless AI

Limitless AI agrees to:

• Implement appropriate safeguards to prevent unauthorized use or disclosure of PHI;
• Report to the Covered Entity any use or disclosure not provided for by this BAA of which it becomes aware, including breaches of unsecured PHI;
• Ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of Limitless AI agree to the same restrictions and conditions;
• Make available PHI as necessary for the Covered Entity to fulfill its obligations under HIPAA;
• Maintain records and make them available to the U.S. Department of Health and Human Services upon request;
• Upon termination of the Agreement, return or destroy all PHI, if feasible.

4. Term and Termination

Term: This BAA remains in effect as long as Limitless AI retains any PHI.

Termination: Upon knowledge of a material breach by the other Party, the non-breaching Party may terminate this BAA.

5. Use Without a Separate Signed Agreement

This BAA is designed to satisfy HIPAA's requirements for a business associate agreement and to apply automatically to all users of Limitless AI's services who are subject to HIPAA and require Limitless AI to act as their Business Associate. Limitless AI does not sign individual BAAs with users. By using our services, users acknowledge and agree to the terms of this BAA.

6. Miscellaneous

6.1 Regulatory References

A reference in this BAA to a section in any Applicable Law means the section in effect or as amended, and for which compliance is required.

6.2 Survival

Section 3 obligations and Section 4.2 of this BAA will survive the term and termination of this BAA.

6.3 Interpretation

Any ambiguity in this BAA will be resolved in favor of a meaning that permits the Parties to comply with Applicable Law.

6.4 Limitation on Liability

To the extent permitted by Applicable Law, each Party's and all of its Affiliates' liability, taken together in the aggregate, arising out of or related to this BAA, whether in contract, tort, or under any other theory of liability, is subject to the Limitation of Liability section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and this BAA.

6.5 No Third Party Beneficiaries

Nothing express or implied in this BAA is intended to confer, nor shall anything herein confer upon any person, other than Covered Entity, Limitless AI, and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.

Questions?

If you have any questions about this BAA or how Limitless AI handles your data, please contact us at [email protected].