Tempus Software Terms of Use

Effective December 1, 2025

The following Terms of Use constitute a binding agreement between the User (“You”) and Tempus AI, Inc. (“Tempus” or “Us”). These Terms of Use (including all exhibits, appendices, and similar attachments, “TOU”) govern Your use of and access to any Tempus software made available to You (“Software”), including, without limitation, Lens, One, Hub, and associated services (“Services”). Section I of these Terms of Use includes General Terms and Conditions which apply to all use of Software and Services by You; Section II of the TOU includes Service-Specific Terms and Conditions which govern the use of specific Software Services indicated in the applicable subsection below. In the event of a conflict between the Service-Specific Terms and Conditions and the General Terms and Conditions, the Service-Specific Terms and Conditions will govern the provision and use of the specific Service. To the extent that there is a conflict between the TOU and any separate written agreement (“Agreement”) governing Your use of the Software or Tempus Data (defined below), the terms of the Agreement shall control. By logging in or using the Software, You agree to these TOU, including if You are using the Software as an employee or agent of an institution or entity (“Institution”). Tempus may make changes to these TOU from time to time. When these changes are made, We will make a new copy of the TOU available, and will notify You of the changes either by sending You an e-mail or notifying Users when they access Software. You accept any updated TOU by making subsequent use of the Software, Services, or Tempus Data.

I. GENERAL TERMS AND CONDITIONS

1. DEFINITIONS

1.1 “AI Agents” means features, functionality, or applications which use large-language models or machine/deep-learning algorithms to generate AI Agent Outputs.

1.2. “AI Agent Outputs” means the Software Outputs generated by use of AI Agents.

1.3. “Authorized Purposes” means using the Software solely for internal research or academic purposes of Your Institution and other Tempus-authorized purposes set forth below or in the Agreement, including clinical purposes if and to the extent expressly permitted in these TOU or an Agreement with respect to a specific Software Service or component thereof. For the avoidance of doubt, Authorized Purposes expressly excludes: (i) development of competitive products or services, (ii) unauthorized publication or disclosure of the Software or any other Tempus Confidential Information, or (iii) purposes outside the scope of an Agreement which includes the use of the Software (if applicable).

1.4. “Beta Products” means features, functionality, applications, or other software tools in development which may be made available through the Software to certain Users for beta-testing and Feedback purposes prior to commercial launch.

1.5. “Country of Concern” has the meaning set forth at 28 CFR § 202.209, as it may be amended from time to time.

1.6. “Covered Person” has the meaning set forth at 28 CFR § 202.211, as it may be amended from time to time.

1.7. “External Content” means data, content, or code developed, licensed, or otherwise acquired by a User independently from use of the Tempus Materials and uploaded into the Software by a User, or at a User or Institution’s direction; External Content excludes Tempus Materials.

1.8. “Feedback” means any suggestions, ideas, improvements, code enhancements, requests, feedback, recommendations, or other information related to the Software that You make available, directly or indirectly, to Us.

1.9. “Software” means the Lens, Lens Workspaces, Hub, One, nP Notetaker, and any other software product, feature, application, functionality, algorithm, or technology that Tempus makes available to You through a User account, including all underlying source code, notebooks, AI Agents, and other files, documents, and materials therein. With respect to Service-Specific Terms and Conditions, “Software” refers to the applicable, specific software service designated in the applicable section below.

1.10. “Software Outputs” means the information, data, and images displayed in the Software’s user interface. Software Outputs may include Tempus Data.

1.11. “Tempus Algorithms” means algorithms, and the code that runs the algorithms, used within and developed or made available by Tempus for use within the Software.

1.12. “Tempus Data” means all de-identified genomic, molecular, demographic, clinical, and other data and information which the Software accesses, displays, and/or uses, both in Individual Record-Level Data (defined below) and Aggregated Data (defined below) form. Tempus Data excludes External Content.

1.13. “Tempus Materials” means all software, code, applications, functionality, data, documentation, and information developed or provided by Tempus, including all intellectual property rights thereto (e.g., patent, copyright, trade secret), including, without limitation, the Software, Tempus Data, Tempus Algorithms, AI Agents, Beta Products, Software Outputs, and any documentation or open source software made available by Tempus through the Software and any documentation provided in connection therewith, as well as any derivatives or improvements thereof.

1.14. “Term” means the period of time during which You have licensed or are provisioned access to the Software.

1.15. “Territory” means the United States, unless otherwise agreed in an Agreement.

1.16. “Unauthorized Purposes” means use of the Software for purposes which are (a) outside the scope of an Agreement (if applicable), (b) unlawful, or (c) to develop competitive products or services or for any other use that is not an Authorized Purpose or otherwise expressly agreed to in writing by Tempus.

1.17. “User” means an individual who is authorized by an Institution and Tempus to use Software and who has been supplied user identification credentials and passwords by the Institution (or by Us at the Institution’s request).

1.18. “User Credential Data” means the personal information of Users, including username and password, needed to log in and access the Software.

1.19. “User Inputs” means information, data (excluding Tempus Data or its derivatives) or code developed or licensed independent of the Tempus Materials submitted to the Software by a User or Institution.

1.20. “We,” “Us” or “Our” means Tempus.

1.21. “You” or “Your” means an authorized end User of Software from your Institution.

2. USE OF SOFTWARE

2.1. License to Software. Subject to the terms and conditions of these TOU and any applicable Agreement, Tempus hereby grants Institution, through its authorized Users, a limited, non-exclusive, non-transferable, revocable, non-sublicensable license to access and use the Software for Authorized Purposes during the Term within the Territory.

2.2. Limitations on Software. Except if and to the extent expressly provided in the Service-Specific Terms and Conditions (below) with respect to a specific Software Service or component thereof, the Software is not cleared or approved by the FDA, and it is intended solely for research use, not use in informing or determining patient care. Except for Tempus Data or as expressly provided in the Service-Specific Terms and Conditions (below), the data displayed in Software reflects the information from medical records and other data provided by You. Such data may be inaccurate or incomplete, including to the extent such information is inaccurate or incomplete, the data displayed in Software will also be inaccurate or incomplete.

2.3. Your Responsibilities. You will: (i) be responsible for Your compliance with these TOU and any Agreement(s), (ii) implement rigorous access controls to prevent unauthorized access to or use of Software, and notify Us promptly of any such unauthorized access or use, and (iii) use Software for Authorized Purposes and in accordance with its intended purpose and applicable laws and regulations. You will not (a) make Software available to anyone other than You, (b) sell, resell, rent, or lease Software, (c) use Software to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights, (d) use Software to store or transmit malicious code or malware, or to engage in phishing or other fraudulent activity, (e) interfere with or disrupt the integrity or performance of Software, (f) attempt to gain unauthorized access to Software or Our systems or networks or otherwise circumvent Software security controls, (g) copy, download, screenshot, modify, port, adapt, reverse engineer, decompile, disassemble, create derivative works, or access the source code of any portion of Software, (h) attempt to discover the source code of the Software, (i) use the Software or any code provided or embedded therein other than as intended for Authorized Purposes, (j) use the Software for any Unauthorized Purposes, and (k) use the Software or any features, functionality, Beta Products, or AI Agents to circumvent any security controls.

2.4. Modifications to the Software and Tempus Data. We reserve the right at any time to modify, improve, update, or edit the Software, and/or the information, materials, products, and/or services available through it as well as the Tempus Data, AI Agents, Beta Products, and/or Tempus Materials.

3. ACCESS CONTROLS

3.1. You and Institution, for Yourself, itself, and each of its authorized Users, shall: (a) be responsible for the security and use of the User Credential Data; (b) not permit any person or entity to use any User Credential Data other than the person to whom such User Credential Data is assigned; and (c) not share User Credential Data of a particular User with any other person. You and Institution will advise each User of their obligations and restrictions set forth in these TOU and any applicable written agreements related thereto and will take all appropriate action to ensure all Users’ compliance with this Agreement. Tempus reserves the right to deny or revoke access to Software, in whole or in part, if Tempus reasonably believes that Institution or its Users are in breach of these TOU or any applicable written agreement or are otherwise using or accessing the Services inconsistent with the terms and conditions of these TOU or applicable written agreement. You represent that all orders for laboratory services transmitted to Tempus through the Software under Your User Credential Data are transmitted by You, and that if You transmit an order on behalf of another person You are such other person’s agent authorized by applicable law to do so.

4. INSTITUTION POLICIES

4.1. Because Institution and User are in the best position to interpret and apply the requirements of, and laws that apply to, Institution, Institution and User agree that as between the Parties, Institution and User are solely responsible for complying with all such policies, rules, guidelines, and similar requirements, including, as applicable, all requirements and laws that govern patient consent, authorization, and the collection, processing, transfer, analysis, use, and storage of protected health information, User Inputs, and other External Content (“Institution Policies”). As part of fulfilling such responsibility, Institution and User will only provide protected health information, User Inputs, and other External Content to Tempus to the extent such transfer, and Tempus’ use of the protected health information, User Inputs, and other External Content in accordance with these TOU and any applicable written agreement, is fully compliant with Institution Policies. Institution will obtain any consents and provide any notices that may be required by Institution Policies. Tempus disclaims any responsibility and liability for any breach of Institution Policies.

5. AI AGENTS

5.1. AI Agents. The Software may incorporate, use, or enable You to use one or more AI Agents that receive data (“Data Inputs”) and generate responses (“AI Outputs”). AI Outputs may not be accurate, correct, complete, reliable, or factual and may “hallucinate” incorrect information. AI Agents and the AI Outputs are provided on an “AS-IS” basis and “WITH ALL FAULTS.” You understand the limitations and risks associated with the use of AI Agents and agree to the following as consideration for Your license to use the Software:

5.1.1. You will use AI Agents only in accordance with their user instructions. You acknowledge that AI Agents may be technically capable of uses not intended by Tempus.

5.1.2. You will ensure that any AI Output will be reviewed by a human for accuracy and appropriateness prior to any use of the AI Output. You will not rely solely upon AI Output related to specific individuals for medical/clinical decision-making, insurance, legal, or other purposes which may have a material impact on any person or entity. You will not substitute an AI Output for You (or Your staff’s) professional judgment or advice.

5.1.3. You will not use any AI Agents to attempt to extract, derive, recreate, create synthetic versions of, or otherwise characterize data used to develop or train an AI Agent.

5.1.4. You will not use any AI Agent in a way that would impose incremental obligations on Tempus that are not expressly set forth herein.

5.1.5. You will not use any AI Agent in a manner that would qualify the AI Agent as a “Prohibited AI System” under the European Union AI Act.

5.2. TEMPUS IS NOT RESPONSIBLE FOR USE OF ANY AI AGENT OR AI OUTPUT BY OR ON BEHALF OF YOU OR YOUR USERS.

6. BETA-TESTING

6.1. Tempus may, in its discretion, make available Beta Products through the Software. To the extent that Users use such Beta Products, such Beta Products may only be used to test and evaluate the Beta Products and provide Tempus with Feedback. Tempus does not guarantee that Beta Products will perform as Users anticipate. Tempus disclaims all express or implied warranties with respect to the Beta Products and provides all Beta Products “AS-IS” and “WITH ALL FAULTS.” You acknowledge that Beta Products may contain bugs, errors, or otherwise may fail to perform as anticipated or intended. You further agree that Your use of the Beta Products is voluntary, optional, and subject to the same restrictions as the Software. Tempus shall have no liability for any use of the Beta Products by You. Tempus reserves the right to use any Feedback provided for Beta Products, modify Beta Products, or suspend or remove access to any Beta Products at any time.

7. INTELLECTUAL PROPERTY

7.1. Property Rights to Software and Tempus Data. Software contains Tempus Data and other proprietary data, code, applications, functionality, content, information, and other material that is protected by applicable intellectual property and other laws, including copyright, patent, and trademark laws. You agree to abide by all applicable copyright notices or restrictions contained on Software. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, documentation, any improvements, design contributions, or derivative works of the Software, Tempus Algorithms, AI Agents, Beta Products, Tempus Data, and other Tempus Materials will, as between Tempus and You/Institution, will at all times be and remain the sole and exclusive property of Tempus.

7.2. User Inputs. The Software may allow a User to upload, submit, send User Inputs and other information into the Software, including through audio recording means. You consent to the same, and also represent and warrant that You have the legal right and authorization to grant Tempus rights consistent with these TOU for any External Content or User Inputs that You submit to or through the Software, including but not limited to any protected health information. Without limiting any rights or capabilities of Tempus under any Agreement or applicable law, as between You and Tempus, You and Institution shall own the User Inputs that You submit to the Software except to the extent such User Inputs constitute Tempus Data or other Tempus Materials. You and Institution grant Tempus a non-exclusive, perpetual, irrevocable, royalty-free license to use Your User Inputs to enable You to use the Software and, to the extent permitted by applicable law, for product improvement purposes. You and Institution grant Tempus a non-exclusive, perpetual, irrevocable, royalty-free license to store and use User Credential Data to provide and maintain Your access to the Software and for security and other lawful purposes.

7.3. Feedback. Tempus shall own and have a right to use and exploit Your Feedback.

7.4. Product Usage Data. Tempus may collect, aggregate, and use product usage, telemetry and similar technical data generated by Your use of the Software in order to improve Tempus’ products and services and for quality control purposes.

7.5. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to Software and any Tempus Data or Tempus Materials made available through the Software, including all related intellectual property rights therein. We grant no rights to You hereunder other than as expressly set forth in this Agreement.

7.7. Non-Exclusivity. The Software, Tempus Data and other Tempus Materials are provided on a non-exclusive basis, and nothing herein shall be construed to limit Tempus’ ability to itself use or provide the aforesaid to other Users, Institutions, or other third parties.

8. CONFIDENTIALITY

8.1. Any non-public information provided by Tempus (the “Disclosing Party”) to the Institution and/or its Users (the “Receiving Party”) under this Agreement, is the Tempus’ “Confidential Information.” During the Term and the subsequent three (3) year period, the Receiving Party will maintain all Confidential Information in confidence and use it only as reasonably necessary to perform its obligations and exercise its rights under this Agreement.

8.2. Confidential Information excludes information that (i) is publicly available through no fault of the Receiving Party or anyone to whom the Receiving Party made such information available; (ii) was lawfully obtained by the Receiving Party on a non-confidential basis from a third party; (iii) the Receiving Party can conclusively demonstrate was legally in the Receiving Party’s possession before the Disclosing Party provided it to the Receiving Party; or (iv) was independently developed by the Receiving Party or on the Receiving Party’s behalf without the use of any information provided to the Receiving Party by the Disclosing Party. For the avoidance of doubt, Tempus’ Confidential Information includes, without limitation, the Software, Tempus Data, Software Filters (defined below), Software Outputs, Tempus Algorithms, AI Agents, Beta Products, and other Tempus Materials.

9. COMPLIANCE

9.1. Neither Party has received or been offered any illegal or improper payment, bribe, kickback, gift, or other item of value from an employee or agent of the other Party in connection with this Agreement. The Parties intend for their relationship and interactions under this Agreement to comply with the following: (i) the federal anti-kickback statute (42 U.S.C. § 1320a-7b(b)) and the associated safe harbor regulations; and (ii) the limitation on certain physician referrals (Stark Law) (42 U.S.C. § 1395nn). Accordingly, no part of any remuneration provided under this Agreement or any other agreement between the Parties is a prohibited payment in exchange for recommending or arranging for the referral of business or the ordering of items or services, or otherwise intended to induce illegal referrals of business.

9.2. You and Your Institution agree not to access, use, or transfer the Software in violation of any U.S. export control laws. Institution shall not name or otherwise designate any individual as a User if the individual is (i) an employee or contractor of a Country of Concern or a Covered Person or (ii) primarily a resident in the territorial jurisdiction of a Country of Concern. If You or Your Institution becomes aware that a User will become an individual described in item (i) or item (ii), Institution shall terminate the individual’s Authorized User privileges within one (1) business day of becoming aware. Notwithstanding anything to the contrary herein, no Country of Concern or Covered Person will be a User of the Software hereunder. You or Your Institution will not, and will not permit its Users to, resell, sublicense access to, or enter into any other transaction involving, provide access to or otherwise transfer any Government-related Data (as defined by 28 CFR § 202.222) or Bulk U.S. Sensitive Personal Data (as defined by 28 CFR § 202.206, and, with Government-related Data collectively, “Covered Data”) included in or derived from, in whole or in part, the Tempus Data, or any External Content or other data transmitted or stored in the Software in any manner that would violate 28 CFR part 202 if conducted by a U.S. Person (as defined by 28 CFR § 202.256). Without limiting the generality of the foregoing, Institution will not, and will not permit its Users to, engage in any such transactions with a Country of Concern or Covered Person. For the avoidance of doubt, all Bulk U.S. Sensitive Personal Data, including, without limitation, data included in or derived from the Tempus Data, regardless of whether it is anonymized, deidentified, pseudonymized, and/or considered publicly available, constitutes Covered Data. Institution shall report to Tempus any known or suspected violation of this Section 6(a) or 28 CFR part 202 with respect to any use of the Software within fourteen (14) days of becoming aware of it. Within fourteen (14) days of becoming aware of an actual violation of 28 C.F.R. Part 202, Company shall develop a reasonable remediation plan for such violation and provide a copy of the remediation plan to Tempus. The Parties shall work cooperatively to remediate any violation. Institution confirms that Institution is in compliance with 28 CFR part 202 and any other prohibitions, restrictions or provisions applicable to the Tempus Data and any data used by Institution in connection with the Software. Institution agrees to, at Tempus’ request, certify to Tempus in writing Institution’s compliance with 28 CFR part 202. Institution agrees to not evade or avoid, cause a violation of, or attempt to violate any of the prohibitions set forth in Executive Order 14117 or 28 CFR part 202. If Institution or its Users are not a U.S. Person(s), Institution shall certify that it complies in the manner that 28 CFR part 202 applies to a U.S. Person.

9.3. You agree to seek legal counsel regarding any legal and compliance issues, and not rely on any materials or content associated with the Software or Tempus Data in determining Your compliance obligations under any applicable law or regulation.

10. WARRANTIES

10.1. SOFTWARE AND ANY TEMPUS DATA OR RESEARCH RESULTS OR TEMPUS MATERIALS ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT YOUR USE OF SOFTWARE OR TEMPUS DATA WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE SOFTWARE OR TEMPUS DATA WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR. YOUR USE OF THE SOFTWARE AND TEMPUS DATA IS AT YOUR SOLE RISK.

10.2. You represent and warrant that (a) You have the right to use the Software and/or on behalf of Your Institution for Authorized Purposes, (b) You will comply with all restrictions, terms, and conditions set forth herein these TOU and any applicable, related written agreement, (c) You will not violate any applicable licenses, laws and regulations when accessing and using the Software, Tempus Data, External Content, or Tempus Materials, (d) You will obtain all necessary rights and permissions to use External Content with the Software, and (e) You will not infringe upon any third-party privacy or intellectual property rights (e.g., patent, copyright, trade secret, confidentiality) when accessing or using the Software, Tempus Data, External Content, AI Agents, Beta Products, or other Tempus Materials.

11. LIABILITY

11.1. TEMPUS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR: (I) ANY ACTS, OMISSIONS AND CONDUCT OF ANY USERS, AND/OR OTHER PARTIES; OR (II) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SOFTWARE OR TEMPUS DATA; OR (III) LOSS OF USER INPUTS.

11.2. TO THE FULLEST EXTENT PERMITTED BY LAW: IN NO EVENT WILL TEMPUS BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR FOR PERSONAL INJURY OR DAMAGE TO PROPERTY THAT MAY RESULT FROM OR IN CONNECTION WITH THE USE OF (OR INABILITY TO USE) THE SOFTWARE OR TEMPUS DATA, EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY WERE OTHERWISE FORESEEABLE. IN ADDITION, YOU AGREE THAT TEMPUS’ AGGREGATE LIABILITY FOR ALL DIRECT DAMAGES FOR CLAIMS ARISING OUT OF OR RELATED TO THE SOFTWARE WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR WHAT YOU OR YOUR INSTITUTION HAS PAID TEMPUS FOR THE SOFTWARE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE AN EXPRESS PART OF THE BARGAIN AND WITHOUT WHICH THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.

11.3. User and Institution shall indemnify, defend and hold Tempus (including its subsidiaries and its and their respective owners, directors, officers, employees, and representatives) harmless from all third party claims (“Claims”) arising out of Your use of the Software, Tempus Data, External Content, and/or Research Results, including resulting damages, judgments, penalties, fines, and costs (including reasonable attorneys’ fees). You agree not to settle any indemnifiable claims which require an admission of liability, guilt, or wrongdoing, or act or forbearance by Tempus, without Tempus’ prior written consent.

11.4. Third Party Products. You may use Third Party Products in connection with Your use of the Software, and such Third Party Products have their own use limitations. Accordingly, You will indemnify, hold harmless, and defend Tempus from any Claim arising out of or relating to Your use of a Third Party Product unless it is licensed or sublicensed under and used by You only in accordance with these TOU. Tempus will promptly notify You in writing of any such Claim, provide You with the information reasonably required for its defense, and grant You control over its defense and settlement. “Third Party Product” means equipment along with External Content including software, data, code sets, or other information or material used with, by or in the Software, whether or not supplied by Tempus.

12. TERMINATION

12.1. Suspension of Access; Termination of License. We may suspend or terminate Your access to the Software if (a) You breach these TOU or any applicable written agreement related thereto; (b) We are unable to verify or authenticate any User Credential Data or related information you provide to us; or (c) We believe that your actions may cause financial loss or legal liability for You, other Users or Tempus. We also reserve the right to terminate or deactivate User accounts that are inactive for extended periods.

12.2. Obligations upon Termination. Upon the termination of these TOU or related written agreement for any reason: (a) User and Institution will immediately cease using any Software, Tempus Data, or other Tempus Materials provided to You; (b) Institution and its authorized Users’ access to Software and Tempus Data will terminate; (c) Institution and You will return to Tempus any and all Software, Tempus Data, and/or Tempus Materials provided to You and/or Institution by Tempus; and (d) Institution shall pay all amounts due to Tempus to the extent required by any separate written agreement.

12.3. Survival.

12.3.1. The following provisions shall survive expiration or termination of the licenses to use the Software and/or Tempus Data: Sections 1, 2.2, 2.3, 3-11, and 12.2, and 13 of the General Terms and Conditions.

12.3.2. The following provisions of the Service-Specific Terms and Conditions shall survive expiration or termination:

12.3.2.1. II(A) Hub Terms and Conditions: 1, 2, 4-6

12.3.2.2. II(B) Lens Terms and Conditions: 1, 2.3, 2.5, 3.2, and 4-6

12.3.2.3. II(C) nP Notetaker Terms and Conditions: 2-5

12.3.2.4. II(D) David/One in EHR Terms and Conditions: 1, 2, 4

12.3.2.5. II(E) Business Associates Agreement Terms and Conditions: 4.2.

13. MISCELLANEOUS

13.1. Notice. Any written notice required or permitted to be delivered pursuant to these TOU will be in writing and will be delivered: (a) in person; (b) by United States mail, registered or certified mail, return receipt requested, postage prepaid; (c) by overnight mail with a national overnight courier, in each case to the respective address listed in the Agreement for notices to Institution or Tempus (or to such other address as may be specified upon notice), with a courtesy copy sent via email to the respective party; email shall be sent concomitantly to legal@tempus.com. A copy of notice to Tempus will be sent to Tempus AI, Inc., Attn: General Counsel, Legal Department, 600 W. Chicago Ave., Chicago, IL 60654. Notices will be effective upon receipt.

13.2. Non-Assignment. Institution and User may not assign its rights or responsibilities under these TOU, except in case of merger or sale of all or substantially all of Institution’s assets. All other assignments shall be null and void.

13.3. Force Majeure. Tempus shall have no liability to User or Institution, or to third-parties, for any failure or delay in performing any obligation under these TOU due to circumstances beyond its reasonable control including, without limitation, interruptions of the Software due to internet-related and/or communications service degradation, problems or interruptions, acts of God or nature, pandemics, epidemics, actions of or limitations by the government including government ordered work restrictions or shut downs, fires, floods, strikes, civil disturbances or terrorism.

13.4. Waiver and Severability. Any waiver or modification of these TOU will not be effective unless executed in writing and signed by Tempus. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its rights under these TOU. If any provision of these TOU is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of these TOU.

13.5. Relationship Between the Parties. The parties intend to create an independent contractor relationship, and nothing contained in these TOU shall be construed to make the parties partners, joint venturers, principals, agents or employees of the other. Neither party shall have any right, power or authority, express or implied, to bind the other. These TOU are between Tempus and Institution and its Users and confers no rights upon any third-parties.

13.6. Use of Name and Logo. You shall not use Tempus’ name or logo in sales or marketing materials without Tempus’ prior written consent.

13.7. Governing Law; Jurisdiction. These TOU will be interpreted and construed in accordance with the laws of the State of Nevada, without regard to conflict of law principles.

13.8. Entire Agreement. These TOU, along with any related written agreements executed by the parties governing or relating to the use of Software, Services, and/or Tempus Data, constitute the parties’ entire agreement and understanding of the subject matter related therein.

II. SERVICE-SPECIFIC TERMS AND CONDITIONS

A. HUB TERMS AND CONDITIONS

In addition to the General Terms and Conditions (above), the following Terms of Use will apply when You access or use Tempus Hub:

1. DEFINITIONS

1.1. “Covered Entity” means a covered entity as defined under HIPAA (45 CFR § 160.103).

1.2. “Hub” means the Software made available to clinicians and is for use in the ordering of Tempus Tests and delivery of Tempus Test Results.

1.3. “PHI” means Protected Health Information as defined under HIPAA, HITECH, and their respective implementing regulations.

1.4. “Results Data” means the information and data which informs the Test Results and associated clinical test reports.

1.5. “Test Results” means the Reports and the information contained therein, whether electronic or via other media, which result from the performance of one or more Tempus Tests on Samples supplied to Tempus for treatment purposes.

1.6. “Tempus Tests” means any Tempus test or assay made available for ordering by licensed clinicians.

1.7. “Samples” means the biospecimens need to perform the Tempus Tests.

2. ACKNOWLEDGMENT

2.1. You acknowledge and agree that Tempus is a Covered Entity. You further acknowledge and agree that Tempus is operating in its capacity as a Covered Entity when You use the Software to order Tempus Tests and receive Test Results. You agree to use any PHI transmitted to You through the Software in strict compliance with all applicable laws and regulations, including, without limitation, HIPAA.

3. LICENSE

3.1. Subject to the terms and conditions of the TOU, Tempus hereby grants Institution and its Users a limited, revocable, non-sublicensable, non-transferable license to use the Software to order Tempus Tests and receive the Test Results made available through the Software in furtherance of clinical treatment of Institution’s or User’s patients and permitted under applicable law and Institution Policies.

4. REPRESENTATIONS

4.1. You represent and warrant that: (1) to the extent required by applicable law and/or Institution Policies, You have obtained informed consent or other necessary authorization for Your use of the Software and any information provided to You through the Software as well as Tempus’ lawful use of any information made available through the Software by the User; (2) You and Your Users have obtained all necessary licenses to order to use the Software to order Tempus Tests as well as receive and use the Test Results and test reports for clinical purposes; and (3) that Your Users will not share credentials.

4.2. You represent and warrant that when you submit an order for a Tempus Test, the ordering provider is appropriately licensed and qualified to order the Tempus Test and You are either the ordering provider or an agent of the ordering provider authorized to transmit the order to Tempus on their behalf. You also agree to any attestation included in the ordering process.

5. RESEARCH USE ONLY DATA

5.1. Other than clinical laboratory results issued on a CAP/CLIA laboratory test report, to the extent that Tempus makes available to You any all Results Data (including without limitation, information identified by the Software as “research” data and any raw genomic data files, such as VCF files) is provided for research use only and is not intended for clinical use (“RUO Data”). Each Party agrees that any RUO Data: (a) is not provided or validated for clinical use in accordance with the licensing and certification requirements of the United States Clinical Laboratory Improvement Amendments of 1988 (CLIA) or the accreditation requirements of the College of American Pathologists (CAP); (b) is not intended to be used in the diagnosis or treatment of patients, or otherwise inform their care; and (c) is provided “AS-IS,” without any representation or warranty of any kind. You will ensure that any Data provided by Tempus under this Agreement is not used to reverse engineer, reverse assemble, reverse compile, or otherwise attempt to derive the design or specifications of any Tempus technology.

6. DISCLAIMER

6.1. TEMPUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WHEN USING THE SOFTWARE AND TEST RESULTS. YOU ARE RESPONSIBLE FOR ALL TREATMENT DECISIONS MADE WHEN USING THE SOFTWARE AND TESTS RESULTS.

B. LENS AND TEMPUS DATA TERMS AND CONDITIONS

In addition to the General Terms and Conditions (above), the following Terms of Use will apply when You access or use Lens and Workspaces:

1. DEFINITIONS

1.1. “Aggregated Data” means summaries, visualizations, tables, charts, graphs, descriptive statistics, prevalence counts, reports, and other derivatives of Individual Record-Level Data which surface factual information from Tempus Data.

1.2. “Analytical Services” means services provided by Tempus to You to help You process, examine, analyze, summarize, visualize, and report on Tempus Data (or other data as separately agreed by the Parties) as set forth in an Agreement.

1.3. “Artifacts” means certain files, analyses, and other Aggregated Data generated from Tempus Data within Lens Workspace that Users are permitted to export or download from the Lens Workspace, subject to the restrictions in the Agreement, TOU, and terms set forth in Attachment 1 attached hereto.

1.4. “Cloud Storage and Compute Costs” means the costs associated with the storage and computational capabilities of Your Workspace(s).

1.5. “Individual Record-Level Data” or “Licensed Data” means individual molecular, clinical, and/or multimodal data records which have been de-identified in accordance with HIPAA and made available in Lens Workspaces, as well as any derivatives of such data records. Individual Record-Level Data is provisioned into Workspaces in cohorts or data sets in furtherance of analysis for Authorized Purposes. Individual Record-Level Data may be referred to as “Licensed Data” in Your separate Agreement.

1.6. “Licensed Data Term” or “License Term” means the duration of the license for an End-User’s use of specific cohorts of Licensed Data for Authorized Purposes.

1.7. “Research Results” or “End-User Generated Results” means the resulting conclusions or insights arising out of Your use of the Tempus Data and/or the Software. For the avoidance of doubt, “Research Results” excludes the Software, Tempus Data, Individual Record-Level Data and/or Aggregated Data. Research Results may be referred to as “End-User Generated Results” in Your separate Agreement.

1.8. “Software Filters” means the native inclusion/exclusion criteria/filters made available through the Software to identify, query, interact with, and/or analyze the Tempus Data using the Software. For the avoidance of doubt, Software Filters constitute features of Tempus Software and Tempus Materials and mere selection and use of Software Filters by a User does not render such Software Filters, or any use thereof by Users, into Institution’s property.

1.9. “Workspaces” means a virtual, computational environment or instance provisioned through the Software to perform analyses of Tempus Data.

2. USE OF SOFTWARE

2.1. License to Software. Subject to the terms and conditions of these TOU, Tempus hereby grants Institution and its authorized Users a limited, non-exclusive, non-transferable, revocable, non-sublicensable license to access and use the Software to submit User Inputs in order to analyze Individual Record-Level Data, generate Aggregated Data, and develop Research Results solely for Authorized Purposes during the Term within the Territory.

2.2. Modifications to the Software and Tempus Data. We reserve the right at any time to modify, improve, update, or edit the Software, and/or the information, materials, products, and/or services available through it as well as the Tempus Data, AI Agents, Beta Products, and/or Tempus Materials.

2.3. Software Restrictions. The following restrictions apply to Your access and use of the Software:

2.3.1. You may not copy, screenshot, reproduce, publish, disclose, sell, lease, distribute, or otherwise use the Tempus Data or the Software for Unauthorized Purposes.

2.3.2. You may only copy and use the limited figures and tables required to convey Research Results (e.g., no downloading/exporting/copying of Tempus Data) for Authorized Purposes.

2.3.3. You may not use the Software to download, export, screenshot, scrape, copy, remove, disseminate, publish, or otherwise use the Tempus Data for Unauthorized Purposes.

2.3.4. You may not upload, import, copy and paste, or otherwise use External Content, including without limitation, third party software or code in or with the Software, in violation of applicable law. You are responsible for obtaining appropriate licenses, consents, or other lawful bases for use of third-party External Content in or with the Software. Tempus further reserves the right to scan, review, or otherwise impose additional security measures on Your use of External Content in the Software.

2.3.5. You may not use open-source code in the Software without Tempus’ prior written consent unless it complies with Tempus’ Open Source Software Policy or is provided by Tempus through the Software.

2.3.6. You may not remove the Tempus Data from Your assigned Workspace in the Software.

2.3.7. You may not use the Software, or introduce any applications, scripts, or code, that removes the Tempus Data from the virtual environment in the Software.

2.3.8. Except as otherwise provided herein, no Software, Tempus Data, or other content or information made available through the Software may be used, copied, reproduced, distributed, screenshotted, republished, downloaded, modified, displayed, posted, or transmitted without Tempus’ express prior written permission.

2.3.9. You may not access or use the Individual Record-Level Data after the Licensed Data Term.

2.4. Workspaces and Development of Models or Algorithms. To the extent that Tempus provisions You with access to a Workspace(s), Tempus may provide You with access to Software which provides additional functionality, including, without limitation, enhanced ability to view and analyze the Tempus Data as well develop or input algorithms and/or code or software applications which use the Tempus Data or External Content. Your use of the Workspaces to develop, validate, or use any Tempus Algorithms or User Algorithms is subject to these TOU. To the extent that you use, train or develop any algorithms or models (excluding Tempus Algorithms) while using the Software (“User Algorithms”), You or Institution will own such User Algorithms unless:

2.4.1. as otherwise provided by a separate written agreement; or

2.4.2. the User Algorithm outputs do not reproduce, incorporate, or reference Tempus Data or record-level derivatives thereof (including embeddings); or

2.4.3. the User Algorithms or its outputs do not create or function as a material substitute for Individual Record-Level Data.

2.5. Cloud Storage and Compute Costs Billing. Except as otherwise mutually agreed by the Parties in writing, Institution agrees to pay Cloud Storage and Compute Costs incurred by Your use of Lens Workspaces. Unless otherwise agreed, such Cloud Storage and Compute Costs will be calculated based upon the then-current third-party cloud provider’s standard, variable retail rates and invoiced by Tempus quarterly in arrears. Institution will pay such fees for Cloud Storage and Compute Costs within 30 days of receipt of the applicable invoice.

3. TEMPUS DATA

3.1. License to Use Tempus Data. To the extent that User or Institution may access and use Tempus Data through the Software, and subject to any existing written agreements governing such use of Tempus Data and/or Software, Tempus hereby grants User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access, compile, display, and use the Tempus Data during the Licensed Data Term to generate Research Results solely for research purposes or as otherwise expressly permitted under the written agreement between You or Your Institution and Tempus.

3.2. Restrictions on Use of Tempus Data. User and Institution agrees to the following additional terms and conditions regarding access to and use of Tempus Data with or through the Software:

3.2.1. Institution will restrict access to Tempus Data to the authorized User(s) identified to Tempus;

3.2.2. User and Institution will not access or use Tempus Data for any purpose not expressly permitted under these TOU or under a separate written agreement with Tempus;

3.2.3. User and Institution may not publish or disseminate Tempus Data, or any derivative works except as permitted in these TOU or separate written agreement, without the advanced written consent of Tempus;

3.2.4. User and Institution will not re-identify, or attempt to re-identify, the Tempus Data, or permit any third party to re-identify the Tempus Data, or otherwise attempt to discern the identity of any individual/patient, hospital, Institution, physician, practice, or other provider from the Tempus Data, alone or in combination with other data; for clarity, this restrictions is intended to prohibit Users from using the Software or Tempus Data in any ways that create an unreasonable risk or re-identification (e.g., use of Software Filters to identify one (1) or (2) patients);

3.2.5. User and Institution will not, and will not permit any third party to, contact any individual whose information may be included in Tempus Data;

3.2.6. User and Institution will not remove, alter, or otherwise misattribute any correct notice of confidentiality, copyright, trademark, logo or other notice of ownership, origin, or confidentiality in any data file, report, other document or copy of the Tempus Data;

3.2.7. User and Institution will not reproduce Tempus Data (except as needed to perform the activities permitted under these TOU or separate written agreement), distribute, sell, resell, sublicense, share, transfer, or otherwise convey;

3.2.8. User and Institution will not disclose Tempus Data (or provide access to Tempus Data) to any third party except as permitted under these TOU or otherwise agreed by Tempus;

3.2.9. User and Institution will not incorporate, link, or otherwise connect Tempus Data with other identified or de-identified patient level data that User or Institution may have access to unless agreed to by Tempus;

3.2.10. User and Institution will, when accessing, using, or when otherwise carrying out activities with the Tempus Data under these TOU or a separate written agreement, implement and maintain adequate security practices, including, without limitation, appropriate physical, technical, and administrative safeguards designed to protect Tempus Data from a Security Incident, and will not upload, or permit to be uploaded, any malicious code into Tempus Data, Software, or Tempus Data delivery or related systems or networks, or otherwise use Tempus Data or the Tempus Data delivery systems or related systems or networks in a fashion that affects the integrity, accuracy, of availability of same;

3.2.11. Except as expressly provided in these TOU, User and Institution will immediately return or destroy the Tempus Data (and all copies and derivative reproductions thereof to the extent permitted under a separate written agreement) at the conclusion of the research project for which access to the Tempus Data has been provided or, in the case of a separate written agreement, at the end of the Term or termination of the written agreement, and certify in writing such return or destruction; and

3.2.12. User and Institution shall notify Tempus of any Security Incident without undue delay, but in no event later than 48 hours after discovering a Security Incident. Such notice shall be sent via email to infosec@tempus.com. For the purposes of this Agreement, “Security Incident” means any reasonably suspected or confirmed unauthorized access, disclosure, alteration, destruction, or use of the Tempus Data or any Software, systems, networks, or hardware where Tempus Data may be accessed, stored, or used by User or Institution.

4. RESEARCH USE ONLY

4.1. Research Use Only. You agree that unless otherwise agreed by Tempus in writing, the Tempus Data provided by Tempus under this Agreement is for research use only and is not for clinical use. The Software and Tempus Data is not cleared or approved or authorized by the FDA, and it is intended solely for research use, not for use in informing or determining patient care. The Tempus Data displayed or used in the Software reflects the information from medical records and other data which have been de-identified in accordance with HIPAA. To the extent such Tempus Data and the information contained therein is inaccurate or incomplete, the Tempus Data displayed in Software will also be inaccurate or incomplete.

5. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

5.1. Tempus Data. Tempus retains all right, title and interest in and to the Tempus Data, whether in Aggregated Data or Individual Record-Level Data form. Tempus reserves all rights to such Tempus which are not expressly granted under this TOU.

5.2. Research Results. Except as otherwise provided in a separate written agreement, and subject to the TOU herein, You shall own the Research Results and You agree to only use the Research Results for Authorized Purposes. To the extent that the Research Results incorporate or rely upon Aggregated Data, subject to the terms of these TOU, You will have a perpetual, revocable (for cause only), fully paid-up, royalty-free license to use the Aggregated Data for Authorized Purposes.

5.3. Confidentiality of User Inputs. During the Software Term and the subsequent three (3)-year period, Tempus agrees to treat Institution’s User Inputs and associated queries as confidential and will not disclose them to third parties.

6. PUBLICATION AND REGULATORY SUBMISSIONS

6.1. Academic Publications. Subject to the restrictions of these TOU and Tempus’ publication guidelines, unless otherwise prohibited in a separate written agreement, You may publish the Aggregated Data used to develop Your Research Results. You agree to provide Tempus with a copy of any proposed publication (e.g., abstract, poster, manuscript) which incorporates Aggregated Data for Tempus’ review and feedback prior to submission to any journal or publisher (including online publishers). Except as otherwise provided in a separate written agreement, you will provide Tempus with no less than 14 days to review such proposed publication and will incorporate Tempus’ reasonable feedback. Any such publication must make appropriate attribution to Tempus in accordance with Tempus’ contribution (included, as applicable, co-authorship), and You agree to remove any Tempus Confidential Information from any proposed publication. Notwithstanding the foregoing, You agree that any proposed disclosure of a reproduction of any Tempus Data (or any excerpt thereof) requires Tempus’ prior written consent, which shall not be unreasonably withheld.

6.2. Regulatory Submissions. Subject to these TOU and any related separate written agreement, Institution may use Tempus Data and Research Results to the extent necessary to support its regulatory submissions; provided, however, that Institution agrees to consult with Tempus and obtain Tempus’ written consent prior to disclosing any Tempus Data or reproductions or excerpts thereof to a regulatory authority. Institution will provide Tempus with no less than 30 days prior written notice of its intent to use Tempus Data and/or Research Results and/or request to use Tempus Data in support of its regulatory submissions. Given uncertainty in the regulatory environment regarding the use of Real World Data (i.e., Tempus Data) for regulatory purposes, Institution acknowledges and agrees that Tempus Data and any Research Results derived therefrom may not be suitable for regulatory purposes.

Attachment 1: Artifact Download Guide

A. Subject to the TOU, Agreement, and the restrictions set forth below, Users are permitted to retrieve and export certain Aggregated Data and External Content as Artifacts from their Lens Workspace.

B. Restrictions:

B1. Artifacts may not contain or incorporate reproductions or excerpted reproductions of the Individual Record-Level Data

B2. Artifacts may not be retrieved, exported, downloaded or copied in a way that would or could re-identify individual patients.

B3. Artifacts may not be retrieved or used in a way that otherwise violates the Agreement or TOU.

C. Request Process for Artifacts in Workspaces: Artifacts may be requested for retrieval from Workspaces by contacting your Tempus account manager. Requested Artifacts will be reviewed to confirm they adhere to Tempus’ guidelines before being made available for download. Tempus will use commercially reasonable efforts to make approved Artifacts available for download from Lens. The following Table includes a non-exhaustive list of commonly-requested Artifacts. Users may use the Table below as a reference. To the extent Users seek to export/download Artifacts not listed below, Users may contact Tempus, and the Parties will collaborate in good faith to promptly determine whether exporting/downloading the requested Artifact(s) complies with the TOU and Tempus guidelines.

Artifact Type	Examples	Permitted for Export
Data visualizations	Aggregated Data in the form of ridgeplots, violin plots, histograms, scatterplots, survival curves (png, svg, jpeg, pdf).	Yes
User Generated Code	User Algorithms and associated User-generated analytical notebooks, scripts, shiny apps, libraries	Yes
Tempus Code	Tempus Algorithms, scripts, and libraries	No
Summary Reports/Analysis	Summary reports (excluding patient-level views) containing Aggregated Data visualizations, code blocks, and descriptions of findings. (html, pdf)	Yes
Clinical and Molecular Cohort Summary Data	Summary tables containing Aggregated Data in tabular form only (.csv, .xlsx, .tsv). Examples include demographics summaries, biomarker prevalence, train/val/test summaries, statistical tests Research Results	Yes
Gene Model Research Results	Aggregated Data in the form of differential expression analysis, mutation associations with expression, biomarker prevalence/co-occurrence, gene correlations	Yes
Patient-Level Data	.csvs, data frames, or other copies/subsets of delivered tempus structured data or other Individual Record-Level Data. We consider visualizations looping through every biomarker in the data set to be patient-level data/Individual Record-Level Data.	No
Patient-Level Algorithm Predictions	Application of User Algorithms to Tempus Data, provided the output of such User Algorithms do not constitute derivatives which serve as a material substitute for use of the Individual-Record Level Data, e.g. large gene networks, embeddings, or reproductions of the Individual Record-Level Data.	Yes
Compressed files	Compressed files can not be requested for download. This includes .zip, .tar, .parquet, .pkl, .rds, .rda	No

C. NP NOTETAKER TERMS AND CONDITIONS

In addition to the General Terms and Conditions (above), the following Terms of Use will apply when You access or use Tempus nP Notetaker:

1. LICENSES

1.1. Subject to these TOU and Your payment of all fees required by Tempus for use of the Software, Tempus hereby grants You a limited, non-exclusive, non-transferable, revocable, non-sublicensable license to access and use the Software to submit solely for Authorized Purposes, including clinical use, during the Term within the Territory.

1.2. With respect to nP Notetaker, “Authorized Purposes” means use of the Software solely to create AI-generated draft clinical documentation, based on audio transcripts of patient encounters, for review by a competent, licensed professional who must revise the documentation as needed and confirm its accuracy before it is incorporated into the applicable patient’s record or used for any other purpose, all as limited by and in accordance with any written documentation for the Software made available to You by Tempus. For the avoidance of doubt, Authorized Purposes expressly excludes use of the Software as a storage solution for clinical or legal documentation, use of the Software for the development of competitive products or services, and unauthorized publication or disclosure of the Software or any other Tempus Confidential Information.

1.3. Except as otherwise agreed upon in an Agreement, when an Institution or User uploads, submits, stores, sends or receives information to or through the Software, Tempus and its third party licensors may use and disclose such Inputs and its derivatives for any purpose consistent with these TOU, the attached Business Associate Agreement, and applicable law. You represent and warrant that You have the legal right and authorization to grant Tempus rights consistent with these TOU for any content or Inputs that You submit to or through the Software. These rights survive any deletion of data in the Software. Without limiting the generality of the foregoing, Tempus may make and retain a de-identified copy of health information received or generated in connection with the Software (“De-Identified Data”). As applicable law requires, Tempus will de-identify such data in accordance with HIPAA. Tempus owns its copy of the De-Identified Data and may use and share it for any purpose permitted by applicable law.

1.4. Tempus and its third party licensors and vendors may collect, aggregate, and use product usage, telemetry and similar technical data generated by Your use of the Software in order to improve their products and services and for quality control and security purposes.

1.5. Subject to the limited rights expressly granted hereunder, Tempus and its licensors reserve all rights, title and interest in and to Software and any Tempus Confidential Information made available through or with the Software, including all related intellectual property rights therein. Tempus grants no rights to You hereunder other than as expressly set forth in these TOU.

2. LIMITATIONS ON SCOPE OF USE OF SOFTWARE

2.1. The Software is not intended for use to store clinical or legal documentation. Audio recordings are typically deleted from the Software following completion of a session, and notes or other content generated using the Software must be copied and stored in the applicable record keeping software, such as Your electronic health record system. The Software is not an electronic health record system, and Tempus is not responsible for storing or maintaining accessibility of any User Input, External Content, or Software Outputs of the Software.

2.2. Before each instance of using the Software, You will obtain any consents and provide any notices that may be required by Institution Policies, including without limitation any patient or other individual consent needed to permit recording of clinical encounters and processing of such data by artificial intelligence and other software under the laws that apply to You and Institution. TEMPUS DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY BREACH OF INSTITUTION POLICIES.

3. FEES

3.1. You agree to pay all fees associated with Your use of the Software in accordance with Your order form for the Software. All fees are quoted in United States currency, and are non-refundable unless expressly stated otherwise. Such fees do not include any applicable taxes, which are Your responsibility. You consent to the charging of such fees on the credit card provided with the order form. Unless stated otherwise on the applicable order form, all fees are due and payable within thirty (30) days of the invoice date. Any undisputed fees not received by the due date will accrue interest from the due date at the lower of one and a half percent (1.5%) of the outstanding balance per month or the maximum rate permitted by law. Tempus may suspend Your access to the Software upon any breach of payment obligations with respect to the Software.

4. BUSINESS ASSOCIATE RELATIONSHIP

4.1. When You use nP Notetaker Software, You acknowledge and agree that Tempus is performing as a Business Associate, and the Business Associate Agreement Terms and Conditions shall apply in addition to the General Terms and Conditions.

4.2. You acknowledge that the Software may be developed, maintained, supported, and hosted by one or more third party vendors of Tempus. To the extent any such vendor has access to PHI provided through the Software, Tempus and such vendor will be subject to the terms of a flow-down business associate agreement that is consistent with the terms of the attached Business Associate Agreement and requirements that apply to Tempus and/or the vendor under applicable law.

5. NP NOTETAKER AS AI AGENT

5.1. You acknowledge and agree that nP Notetaker incorporates and utilizes one or more AI Agents. You will not substitute any Output for You (or Your staff’s) professional judgment or advice. TEMPUS IS NOT RESPONSIBLE FOR USE OF ANY OUTPUT BY OR ON BEHALF OF YOU OR INSTITUTION.

D. DAVID/TEMPUS ONE IN EHR TERMS AND CONDITIONS

In addition to the General Terms and Conditions (above), the following Terms of Use will apply when You access or use Tempus One in EHR:

1. BUSINESS ASSOCIATE RELATIONSHIP

1.1. When You use One in EHR Software, You acknowledge and agree that Tempus is performing as a Business Associate, and the Business Associate Services-Specific Terms and Conditions shall apply in addition to the General Terms and Conditions.

2. TEMPUS ONE IN EHR AS AI AGENT

2.1. You acknowledge and agree that Tempus One in EHR incorporates and utilizes one or more AI Agents.

3. INSTITUTION COOPERATION

3.1. Institution agrees to implement an agreed-upon implementation plan and provide IT resources to accomplish the implementation of the One in EHR Software. You authorize Tempus to obtain/receive PHI from your EHR for the purpose of providing the Services.

E. BUSINESS ASSOCIATE AGREEMENT TERMS AND CONDITIONS

To the extent that you retain Tempus to perform any Services as a “Business Associate” (including use of the Software) and processes PHI for You outside of Tempus’ role as a Covered Entity, as defined under HIPAA, the following Business Associate Agreement terms and conditions shall apply unless a separate written Business Associates Agreement has been executed by Tempus and Your Institution:

Background

A. You (“Covered Entity”) and Tempus AI, Inc. (“Business Associate”) have entered into one or more terms of use or contracts (each is inclusive of this BAA and an “Underlying Contract”) for Business Associate to provide Covered Entity with certain business associate services. This BAA will supplement and/or amend each applicable Underlying Contract only with respect to Business Associate’s receipt, use and creation of Protected Health Information in its capacity as a business associate (and not a covered entity) under the applicable Underlying Contract to allow Covered Entity to comply with HIPAA, HITECH and the Regulations. Except as so supplemented and/or amended, the terms of the Underlying Contract(s) will continue unchanged and will apply with full force and effect to govern the matters addressed in this BAA and in each Underlying Contract.

B. Covered Entity possesses Protected Health Information that is protected under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), subtitle D of Title XIII of Division A of the American Recovery and Reinvestment Act of 2009 (“HITECH”) and the regulations promulgated thereunder by the United States Department of Health and Human Services, and is permitted to use or disclose such Protected Health Information only in accordance with HIPAA, HITECH and the Regulations.

C. Business Associate will have access to and may receive Protected Health Information from Covered Entity in connection with its performance of business associate services to Covered Entity pursuant to an Underlying Contract.

1. DEFINITIONS

All capitalized terms used but not otherwise defined in this BAA have the same meaning as those terms in the Regulations.

1.1. Breach. For purposes of Sections 2(d) and 2(k) of this BAA only, “Breach” has the meaning set forth in § 164.402 (including all of its subsections) of the Regulations; with respect to all other uses of the word “breach” in this BAA (e.g., section 4), the word has its ordinary contract meaning.

1.2. Individual. “Individual” has the same meaning as the term “individual” in § 160.103 of the Regulations and will include a person who qualifies as a personal representative in accordance with § 164.502(g) of the Regulations.

1.3. Regulations. “Regulations” means the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A, C, D and E, as in effect on the effective date of the Underlying Contract.

1.4. Protected Health Information. “Protected Health Information” has the same meaning as the term “protected health information” in 45 CFR § 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity.

1.5. Required By Law. “Required By Law” has the same meaning as the term “required by law” in § 164.103 of the Regulations.

1.6. Secretary. “Secretary” means the Secretary of the Department of Health and Human Services or his designee.

2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE

2.1. Business Associate agrees to not use or disclose Protected Health Information other than as permitted or required by this BAA, the Underlying Contract or as Required By Law.

2.2. Business Associate agrees to use appropriate safeguards and comply, where applicable, with Subpart C of 45 CFR Part 164 of the Regulations with respect to electronic Protected Health Information, to prevent use or disclosure of the Protected Health Information other than as provided for by this BAA or the Underlying Contract. Business Associate agrees to mitigate, to the extent reasonably practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this BAA.

2.3. Business Associate agrees to report to Covered Entity any Security Incident respecting electronic Protected Health Information in Business Associate’s possession or control, and any use or disclosure of the Protected Health Information not provided for by the Underlying Contract (including Breaches of Unsecured Protected Health Information as provided in Section 2(k) below) of which Business Associate becomes aware. Covered Entity acknowledges and agrees that this Section constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence of Unsuccessful Security Incidents. “Unsuccessful Security Incident” means, without limitation, pings on Business Associate’s firewall, port scans, attempts to log onto a system or enter a database with an invalid password or username, denial-of-service attacks that do not result in the system being taken off-line, or malware such as worms or viruses, in each case that does not result in unauthorized access, use, disclosure, modification, or destruction of PHI.

2.4. Business Associate agrees to ensure that, in accordance with 45 CFR § 164.502(e)(1)(ii) and 45 CFR § 164.308(b)(2) of the Regulations, any subcontractors, agents or workforce members that create, receive, maintain or transmit Protected Health Information on behalf of Business Associate agree to comply with the same or similar restrictions and conditions that apply to Business Associate with respect to such information.

2.5. If Business Associate maintains Protected Health Information in a Designated Record Set for Covered Entity, Business Associate agrees to provide access, at the request of Covered Entity, and in the time and manner reasonably designated by Covered Entity, to Protected Health Information in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under § 164.524 of the Regulations.

2.6. If Business Associate maintains Protected Health Information in a Designated Record Set for Covered Entity, Business Associate agrees to make any amendment(s) to Protected Health Information in a Designated Record Set that the Covered Entity directs or agrees to pursuant to § 164.526 of the Regulations at the request of Covered Entity or an Individual, and in the time and manner reasonably designated by Covered Entity.

2.7. To the extent Business Associate is to carry out any of Covered Entity’s obligations under Subpart E of 45 CFR 164 of the Regulations, Business Associate will comply with the requirements of Subpart E of 45 CFR 164 of the Regulations that apply to Covered Entity in the performance of such obligations.

2.8. Business Associate agrees to make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity available to the Covered Entity, or to the Secretary, in a time and manner reasonably designated by Covered Entity or designated by the Secretary, for purposes of the Secretary determining Covered Entity’s compliance with the Regulations.

2.9. Accounting of Disclosures.

2.9.1. Business Associate agrees to document such disclosures by Business Associate of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with § 164.528 of the Regulations.

2.9.2. Business Associate agrees to provide to Covered Entity or an Individual, in time and manner reasonably designated by Covered Entity, information collected in accordance with Section 2(j)(1) of this BAA, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with § 164.528 of the Regulations.

2.10. Following Business Associate’s discovery of a Breach of Unsecured Protected Health Information, Business Associate will notify Covered Entity of such Breach in accordance with §§ 164.410 and 164.412 of the Regulations.

2.11. Business Associate will not sell PHI or receive any direct or indirect remuneration in exchange for PHI except as permitted by this BAA, the Underlying Contract or federal law.

2.12. Notwithstanding anything in this BAA to the contrary, this BAA does not govern the use or disclosure of PHI received or generated by Business Associate in connection with its clinical testing services or other services provided as a covered entity.

3. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE

3.1. Except as otherwise expressly limited in this BAA, Business Associate may use or disclose Protected Health Information to perform functions, activities or services for, or on behalf of, Covered Entity in connection with an Underlying Contract and any other agreements in effect between Covered Entity and Business Associate, including without limitation the provision of the services described in the Underlying Contract, provided that such use or disclosure would not violate the Regulations if done by Covered Entity.

3.2. Except as otherwise expressly limited in this BAA, Business Associate may use Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate.

3.3. Except as otherwise expressly limited in this BAA, Business Associate also may disclose Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate if the disclosure is Required By Law, or if Business Associate obtains reasonable assurances 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 the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

3.4. Except as otherwise expressly limited in this BAA, Business Associate may use Protected Health Information to provide Data Aggregation services to Covered Entity as permitted by § 164.504(e)(2)(i)(B) of the Regulations.

3.5. Except as otherwise expressly limited in this BAA and provided that such de-identification is done in accordance with the requirements of § 164.514(b), Business Associate may de-identify Protected Health Information as permitted by applicable law, this BAA or the Underlying Contract, and may retain a copy of such de-identified information.

3.6. Business Associate may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with § 164.502(j)(1) of the Regulations.

4. TERMINATION

4.1. Termination for Cause by Covered Entity. Upon Covered Entity’s knowledge of a material breach by Business Associate of this BAA,

4.1.1. Covered Entity may provide a reasonable opportunity for Business Associate to cure the material breach or end the material violation and if Business Associate does not cure the material breach or end the material violation within a reasonable time, Covered Entity may terminate this BAA and the Underlying Contract; or

4.1.2. If Business Associate has breached a material term of this BAA and cure is not possible, immediately terminate this BAA and the Underlying Contract.

4.2. Effect of Termination. Upon termination of this BAA for any reason, Business Associate will:

4.2.1. Retain only that Protected Health Information which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities.

4.2.2. Except as provided in paragraph (6) of this section, return to Covered Entity or destroy the remaining Protected Health Information that the Business Associate still maintains in any form. This provision applies to Protected Health Information that is in the possession of subcontractors or agents of Business Associate.

4.2.3. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information to prevent use or disclosure of the Protected Health Information, other than as provided for in this Section, for as long as Business Associate retains the Protected Health Information.

4.2.4. Not use or disclose the Protected Health Information retained by Business Associate other than for the purposes for which such Protected Health Information was retained and subject to the same conditions set out at Sections 3.2-3.3 which applied prior to termination.

4.2.5. Except as provided in paragraph (6) of this section, return to Covered Entity or destroy the Protected Health Information retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities.

4.2.6. In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate will provide to Covered Entity notification of the conditions that make return or destruction infeasible. In such event, Business Associate will extend the protections of this BAA to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes permitted by this section and that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information.

5. MISCELLANEOUS

5.1. Changes to Regulations. If HIPAA, HITECH or any of the Regulations are amended, including by way of any regulations promulgated as provided in HITECH, in a manner that would alter the obligations of Business Associate as set forth in this BAA, then the parties agree in good faith to negotiate mutually acceptable changes to the terms set forth in this BAA.

5.2. Survival. The respective rights and obligations of Business Associate under Section 4.2 of this BAA survive the termination of this BAA.

5.3. No Third Party Beneficiaries. Nothing in this BAA will confer upon any person other than the Parties and their permitted respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever.

5.4. Interpretation. Any ambiguity in this BAA will be resolved to permit compliance with the Regulations.

5.5. Unencrypted PHI. Covered Entity will use all reasonable efforts not to send unencrypted PHI to Business Associate in any form, including via email or on mobile devices such as USB drives. Should Covered Entity do so, Business Associate is not responsible for any damages arising out of or relating to unencrypted PHI that Covered Entity sends to Business Associate in any form.

5.6. Application of Civil and Criminal Penalties. Business Associate acknowledges that pursuant to §§ 13401(b) and 13404(c) of HITECH:

5.6.1. in the case Business Associate violates any security provision specified in § 13401(a) of HITECH, sections 1176 and 1177 of the Social Security Act (42 U.S.C. 1320d-5, 1320d-6) will apply to Business Associate with respect to such violation in the same manner such sections apply to a covered entity that violates such security provision; and

5.6.2. in the case Business Associate violates any provision of 13404(a) or 13404(b) of HITECH, the provisions of sections 1176 and 1177 of the Social Security Act (42 U.S.C. 1320d-5, 1320d-6) will apply to the Business Associate with respect to such violation in the same manner as such provisions apply to a person who violates a provision of part C of title XI of such Act.

[END OF BUSINESS ASSOCIATE AGREEMENT]