BUSINESS ASSOCIATE AGREEMENT
Version 2026-09-09
This Business Associate Agreement ("Agreement") is entered into by and between
PeptideCloud ("Business Associate") and the covered entity identified by the
signature below ("Covered Entity"). This Agreement supplements and is made part
of the Terms of Service between the parties.
1. DEFINITIONS
Terms used but not otherwise defined in this Agreement have the meaning given to
them in the Health Insurance Portability and Accountability Act of 1996, as
amended by the HITECH Act, and the regulations promulgated thereunder at 45 CFR
Parts 160 and 164 (collectively, "HIPAA"). "PHI" means Protected Health
Information created, received, maintained, or transmitted by Business Associate
on behalf of Covered Entity.
"PeptideCloud Fulfillment" means the optional order-fulfillment path offered
through the PeptideCloud platform, under which licensed medical review, 503A
pharmacy coordination, shipment support, and related patient-care communications
are performed for clients of Covered Entity.
"Origin Wellness" means the fulfillment partner engaged by Business Associate to
perform PeptideCloud Fulfillment. Origin Wellness is an authorized subcontractor
of Business Associate for purposes of this Agreement.
"Fulfillment Partners" means Origin Wellness and any licensed prescribing
providers, 503A compounding pharmacies, laboratories, shipping vendors, or
patient-care vendors Origin Wellness uses to carry out PeptideCloud Fulfillment.
2. PERMITTED USES AND DISCLOSURES
Business Associate may use and disclose PHI only:
(a) to perform the services described in the Terms of Service, including
PeptideCloud Fulfillment when selected by Covered Entity;
(b) for the proper management and administration of Business Associate;
(c) to provide data aggregation services relating to the health care
operations of Covered Entity;
(d) to Origin Wellness and other Fulfillment Partners as necessary to carry
out PeptideCloud Fulfillment, including intake review, prescribing-support
documentation, pharmacy coordination, shipment tracking, and patient-care
communications about an order; and
(e) as Required by Law.
Business Associate shall not use or disclose PHI in a manner that would violate
Subpart E of 45 CFR Part 164 if done by Covered Entity, except as permitted by
this Agreement.
3. PEPTIDECLOUD FULFILLMENT AND ORIGIN WELLNESS
If Covered Entity selects PeptideCloud Fulfillment, Covered Entity authorizes
Business Associate to disclose the minimum necessary PHI to Origin Wellness and
other Fulfillment Partners so that an order can be reviewed, prescribed where
clinically appropriate, compounded, shipped, and supported.
Covered Entity understands and agrees that:
(a) Origin Wellness performs fulfillment services under PeptideCloud
Fulfillment and may also act as, or coordinate with, a licensed health care
provider or pharmacy in connection with an individual order;
(b) clients of Covered Entity may receive shipment notices and may text or call
a care line about their order, and that care line may identify as Origin
Wellness;
(c) pharmacy labels, packing inserts, and carrier records may identify the
dispensing 503A pharmacy and may reference Origin Wellness;
(d) Covered Entity remains responsible for its own clinical relationship with
its clients, including protocols, billing, and the PeptideCloud client
portal; and
(e) if Covered Entity does not select PeptideCloud Fulfillment and instead
connects its own provider group or pharmacy, Business Associate will not
route that Covered Entity's orders to Origin Wellness under this Section.
4. SAFEGUARDS
Business Associate shall use appropriate administrative, physical, and technical
safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to
electronic PHI, to prevent use or disclosure of PHI other than as provided for by
this Agreement. These safeguards include, without limitation: encryption of PHI
at rest and in transit; unique user identification; role-based access control;
automatic session termination after a period of inactivity; multi-factor
authentication for workforce accounts; and immutable audit logging of PHI access,
modification, and export.
5. MINIMUM NECESSARY
Business Associate shall request, use, and disclose only the minimum amount of
PHI necessary to accomplish the intended purpose of the use, disclosure, or
request, including disclosures to Origin Wellness and other Fulfillment Partners.
6. SUBCONTRACTORS
Business Associate shall ensure that any subcontractor that creates, receives,
maintains, or transmits PHI on behalf of Business Associate agrees in writing to
restrictions and conditions at least as restrictive as those that apply to
Business Associate under this Agreement, in accordance with 45 CFR
164.502(e)(1)(ii) and 164.308(b)(2).
Covered Entity acknowledges that Origin Wellness is an authorized subcontractor
for PeptideCloud Fulfillment. Business Associate shall require Origin Wellness to
bind any downstream Fulfillment Partner that handles PHI to written restrictions
at least as restrictive as those in this Agreement, to the extent HIPAA requires
a business associate agreement for that relationship. Nothing in this Section
converts a licensed provider or pharmacy that is itself a Covered Entity into a
business associate solely by receiving PHI for treatment, payment, or health care
operations.
7. REPORTING
Business Associate shall report to Covered Entity any use or disclosure of PHI
not provided for by this Agreement of which it becomes aware, including any
Security Incident and any Breach of Unsecured PHI, without unreasonable delay and
in no case later than thirty (30) calendar days after discovery. The report shall
include the information required by 45 CFR 164.410 to the extent known. Business
Associate shall require Origin Wellness to report any such incident involving
PeptideCloud Fulfillment PHI to Business Associate promptly so that Business
Associate can meet this deadline.
8. ACCESS, AMENDMENT, AND ACCOUNTING
Business Associate shall:
(a) make PHI in a Designated Record Set available to Covered Entity as
necessary to satisfy Covered Entity's obligations under 45 CFR 164.524;
(b) make PHI available for amendment and incorporate amendments as directed by
Covered Entity in accordance with 45 CFR 164.526; and
(c) maintain and make available the information required to provide an
accounting of disclosures in accordance with 45 CFR 164.528.
Where PHI needed for the foregoing is held by Origin Wellness or another
Fulfillment Partner, Business Associate shall obtain that PHI or cause it to be
made available to Covered Entity.
9. ACCESS BY THE SECRETARY
Business Associate shall make its internal practices, books, and records relating
to the use and disclosure of PHI available to the Secretary of the U.S.
Department of Health and Human Services for purposes of determining Covered
Entity's compliance with HIPAA, and shall require Origin Wellness to do the same
with respect to PeptideCloud Fulfillment PHI.
10. OBLIGATIONS OF COVERED ENTITY
Covered Entity shall: (a) notify Business Associate of any limitation in its
notice of privacy practices, of any changes in or revocation of an individual's
permission to use or disclose PHI, and of any restriction on the use or
disclosure of PHI to which Covered Entity has agreed, to the extent such changes
affect Business Associate's use or disclosure of PHI, including disclosures to
Origin Wellness; (b) not request that Business Associate use or disclose PHI in
any manner that would not be permissible under HIPAA if done by Covered Entity;
and (c) if Covered Entity selects PeptideCloud Fulfillment, include in its notice
of privacy practices, to the extent required, that PHI may be shared with
fulfillment partners for medical review, pharmacy coordination, shipment, and
related patient support.
11. TERM AND TERMINATION
This Agreement is effective as of the date of signature below and terminates when
all PHI is returned or destroyed, or protections are extended to such PHI in
accordance with this Section. Covered Entity may terminate the Terms of Service
if Business Associate materially breaches this Agreement and fails to cure within
thirty (30) days of written notice. Upon termination, Business Associate shall
return or destroy all PHI that it maintains in any form and retain no copies,
except where return or destruction is infeasible, in which case Business
Associate shall extend the protections of this Agreement to such PHI and limit
further uses and disclosures to those purposes that make return or destruction
infeasible. Business Associate shall direct Origin Wellness to return or destroy,
or continue to protect, PeptideCloud Fulfillment PHI on the same terms.
12. NO THIRD-PARTY BENEFICIARIES
Nothing in this Agreement confers upon any person other than the parties any
rights, remedies, obligations, or liabilities. Origin Wellness is a subcontractor
of Business Associate and is not a third-party beneficiary of this Agreement.
13. INTERPRETATION
Any ambiguity in this Agreement shall be resolved in favor of a meaning that
permits compliance with HIPAA. In the event of a conflict between this Agreement
and the Terms of Service, this Agreement controls with respect to PHI.
14. ELECTRONIC SIGNATURE
By typing your full legal name and title below and submitting this form, you
represent that you are authorized to bind the Covered Entity and you agree to be
bound by this Agreement, including the PeptideCloud Fulfillment and Origin
Wellness provisions in Section 3 if Covered Entity uses or later enables
PeptideCloud Fulfillment. Your name, title, email, IP address, user agent, and
the date and time of signature are recorded, together with a cryptographic hash
of this exact document version, as evidence of execution.
15. NOTICES
All notices, requests, and other communications under this Agreement shall be sent
to Business Associate at the following address:
Exec Groupware
Owner/Operator of PeptideCloud
382 NE 191st St
PMB 616133
Miami, Florida 33179-3899
Email: compliance@peptidecloud.ai
Questions about PeptideCloud Fulfillment or Origin Wellness under this Agreement
may be sent to the same notice address.