Provider Entity: Bathala Associates Organization, Inc. (AMAGI) for Agimat Health

These Master Terms of Service (“Terms”) govern all access to and use of the Agimat Health electronic health record (EHR) and hospital information system platform (“Platform”) and associated professional services (“Services”) provided by Bathala Associates Organization, Inc. (“Provider”, “AMAGI”, “we”, or “us”).

1. Platform Access & Subscription Tiers

a. Access Grant. Subject to timely fee payment and compliance with these Terms, Provider grants Client a limited, non-exclusive, non-transferable, revocable license for Authorized Users to access and use the Platform solely for Client’s internal healthcare and clinical operations.

b. Authorized Users. Client is strictly responsible for managing user credentials and for all actions taken under its accounts. Access credentials may not be shared across individuals. Client must immediately revoke credentials for departing personnel.

c. Evaluation Tier. If designated on an Order Form or account dashboard as an Evaluation Tier:

1. Access is strictly non-transferable and limited to a single licensed practitioner; credentials may not be shared across secondary clinicians, technicians, or administrative staff;
2. Client agrees to provide qualitative product feedback, report technical anomalies, and participate in one (1) joint case study, written testimonial, or workflow review with Provider within the first twelve (12) months of platform access; and
3. Provider reserves the right to modify features, discontinue evaluation access, or transition Client to a commercial subscription tier upon thirty (30) days’ written notice.

d. Platform Evolution & Monitoring. Provider reserves the right to improve, update, modify, or deprecate features of the Platform at any time. Provider may programmatically monitor usage metrics, active seat counts, and system traffic to ensure platform integrity and verify compliance with contracted tier limits.

2. Clinical Independence & Medical Disclaimer

a. Administrative & Workflow Tool Only. The Platform, including any associated clinical templates, drug reference guides, dosage calculators, order sets, alerts, and artificial intelligence/machine-learning decision-support features, is strictly an administrative, documentation, and operational reference tool. The Platform is not a licensed medical provider and does not practice medicine.

b. Sole Responsibility for Care. All diagnostic evaluations, triage determinations, treatment protocols, surgical procedures, drug prescriptions, and patient clinical decisions remain under the exclusive professional judgment and liability of Client and its licensed healthcare personnel. Client warrants that its clinicians will independently verify all clinical information generated by or recorded within the Platform before administering patient care.

3. Acceptable Use & Restrictions

Client shall not, and shall ensure its Authorized Users do not:

a. decompile, reverse engineer, disassemble, or attempt to derive source code from the Platform;

b. sublicense, lease, resell, timeshare, or commercially host the Platform for third parties;

c. introduce malware, conduct unauthorized vulnerability scans, or disrupt platform infrastructure; or

d. use the Platform in violation of applicable laws, regulations, or medical accreditation standards.

4. Data Privacy & Intellectual Property

a. Roles Under Philippine Law. The Parties acknowledge compliance with the Philippine Data Privacy Act of 2012 (Republic Act No. 10173), its IRR, and applicable Department of Health (DOH) directives (including DOH AO No. 2016-0037). For all personal data and protected health information (collectively, “Patient Data”) processed through the Platform, Client is the Personal Information Controller (PIC) and Provider is the Personal Information Processor (PIP).

b. Data Ownership. As between the Parties:

1. Patient Data: Retained by data subjects (patients) under law, controlled administratively by Client.
2. Client Data: Administrative, internal operational, and financial records belong solely to Client.
3. Provider Materials & IP: All source code, application architectures, interface designs, algorithms, workflows, models, documentation, and product enhancements are the exclusive intellectual property of Provider. Client assigns all rights in any product feedback, bug reports, or feature suggestions to Provider without compensation.
4. De-Identified Data: Provider owns all anonymized, aggregated, de-identified telemetry and operational metrics derived from platform usage, and may use such data to optimize systems, conduct analytics, and enhance software capabilities, provided no individual or client entity is identifiable.

c. Security & Incident Response. Provider maintains technical, physical, and administrative safeguards (including end-to-end encryption in transit and at rest) designed to protect data integrity. Provider will notify Client without undue delay, and in any event within seventy-two (72) hours, upon confirming any personal data breach affecting Client’s Patient Data.

d. Hosting Infrastructure & Cross-Border Data Processing.

1. Client expressly acknowledges and authorizes that Patient Data and Client Data will be hosted on secure enterprise cloud infrastructure provided by Amazon Web Services (AWS) primarily located in the United States (AWS us-west-1 region), with redundant encrypted automated disaster recovery backups maintained in Asia-Pacific regions (including Tokyo and Singapore).
2. Provider warrants that all data in transit is encrypted using modern cryptographic protocols (TLS 1.2 or higher) and all data at rest is encrypted using AES-256 (or higher) standards. Provider’s cloud infrastructure adheres to SOC 2 and ISO/IEC 27001 security frameworks, ensuring comparable organizational and technical safeguards under RA 10173.

5. Regulatory Modules & Third-Party Systems

a. PhilHealth Platform Accreditation Warranty. Provider warrants that the Platform maintains active technical certification and accreditation as an electronic medical records (EMR) system where required by the Philippine Health Insurance Corporation (PhilHealth) for subscribed modules. Provider will use commercially reasonable efforts to update the Platform to align with updated PhilHealth technical schemas, API specifications, and mandatory reporting standards.

b. Third-Party Network & Adjudication Carve-Out.

1. Client acknowledges that third-party government platforms (including PhilHealth eClaims, eSOA, YAKAP, and Department of Health portals) operate outside Provider’s operational control. Provider disclaims all liability for intermittent third-party gateway downtime, network delays, or unannounced schema modifications initiated by statutory bodies.
2. PROVIDER DOES NOT WARRANT THAT CLAIMS TRANSMITTED VIA THE PLATFORM WILL BE APPROVED, ADJUDICATED, OR REIMBURSED BY PHILHEALTH OR ANY COMMERCIAL PAYOR. Client remains solely responsible for patient eligibility verification, diagnosis coding (ICD-10/RVS), medical necessity, clinical documentation accuracy, and regulatory compliance.

6. Fees, Billing & Taxes

a. Invoicing and Automated Billing.

1. Clinic Tier: Billed in advance via automated recurring credit card or digital merchant processing.
2. Enterprise Tier: Billed quarterly in advance via bank transfer or direct electronic deposit against invoices issued fifteen (15) days prior to the start of each quarter. Payment is due on the first day of the applicable billing quarter.

b. Currency, Valuation & FX Mechanics.

1. Valuation Basis: Fees may be denominated and valued in: (1) United States Dollars (USD); (2) the lawful local currency of Client’s operating jurisdiction (e.g., Philippine Pesos (PHP)); or (3) local currency pegged to USD, as expressly designated on the applicable Order Form or invoice.
2. Invoicing & Conversion Rate: All invoices shall clearly indicate the underlying valuation currency, billing currency, and applicable exchange calculation. Where fees denominated in USD are invoiced or payable in local currency (or where local currency rates are pegged to USD), the applicable exchange rate shall be the official closing exchange rate published by the local central bank of Client’s jurisdiction (such as the Bangko Sentral ng Pilipinas) for the business day immediately preceding the invoice date.

c. Taxes. All fees are exclusive of the 12% Philippine Value-Added Tax (VAT), which will be added to the invoice where applicable. If Client is legally mandated to withhold Expanded Withholding Tax (EWT), Client must provide a valid BIR Form 2307 alongside net payment within twenty (20) days of invoice issuance; otherwise, the withheld amount remains due and payable.

d. Delinquency & Suspension. Unpaid balances accrue interest at 1.5% per month (or the maximum statutory rate permitted by law). If an invoice remains delinquent for thirty (30) days, Provider will issue a formal 15-day cure notice. If unresolved at the end of the 15-day cure window, Provider reserves the right to suspend platform access.

e. Fee Adjustments & Multi-Year Price Protection

1. Annual Cost-of-Living Adjustment (Standard Terms): For one (1)-year subscription commitments, Provider may adjust recurring subscription fees effective upon the commencement of each Renewal Term. Any such annual adjustment shall not exceed the lesser of: (1) five percent (5%); or (2) the trailing twelve (12)-month Headline Inflation Rate (HIR) published by the competent national statistics agency or the local central bank of Client’s jurisdiction. Provider shall provide Client with written notice of the recalculated rates at least seventy-five (75) days prior to the expiration of the then-current Term. Adjustments adhering to this formula take effect automatically upon renewal without requiring mutual contract re-execution.
2. Multi-Year Price-Lock Guarantee: If Client commits to a multi-year subscription term (twenty-four (24) or thirty-six (36) months) as expressly designated on the applicable Order Form, recurring subscription fees shall remain strictly frozen at zero percent (0%) annual escalation for the entire duration of that multi-year commitment period. Following the expiration of the multi-year commitment, any subsequent renewal shall be subject to the standard cost-of-living adjustment set forth in subsection (i) above.
3. Prepayment Protection: Under no circumstances will any price increase apply retroactively. Any subscription periods, modules, usage capacity, or services that have already been prepaid by Client shall not be affected by any price increase for the duration of the prepaid period.

7. Warranties & Limited Remedies

a. Limited Service Warranty. Provider warrants that it provides the Platform and professional services using commercially reasonable skill and care conforming to standard software industry practices. Client’s sole and exclusive remedy for breach of this warranty is for Provider to re-perform or correct the non-conforming service within thirty (30) days of receiving written notice.

b. “As-Is” Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATFORM, SERVICES, DOCUMENTATION, AND INTEGRATIONS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SYSTEM AVAILABILITY, OR NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT SYSTEM OPERATION WILL BE CONTINUOUS, UNINTERRUPTED, OR FREE OF CODING ANOMALIES.

8. Indemnification

a. By Provider. Provider will defend and indemnify Client against direct damages awarded by a court of competent jurisdiction resulting from any third-party claim alleging that the Platform, as delivered by Provider, infringes any valid patent, copyright, or trademark, provided Client: (a) gives prompt written notice; (b) grants Provider exclusive control over the defense/settlement; and (c) has not altered the software or combined it with unapproved external systems.

b. By Client. Client will defend, indemnify, and hold harmless Provider, its corporate affiliates, officers, and staff against any third-party claims, fines, liabilities, or expenses (including legal fees) arising from: (a) medical malpractice, patient clinical care, treatment decisions, bodily injury, or diagnostic outcomes; (b) Client’s breach of data privacy or medical record retention mandates; or (c) unauthorized user actions or credential sharing.

9. Limitation of Liability

a. Consequential Damages Waiver. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR RELIANCE DAMAGES, NOR ANY LOSS OF REVENUE, PROFITS, GOODWILL, OR ANTICIPATED SAVINGS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

b. Aggregate Liability Cap. PROVIDER’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF ACTION TYPE, SHALL BE STRICTLY LIMITED AS FOLLOWS:

1. Enterprise Tier: A maximum aggregate cap of One Million Philippine Pesos (PHP 1,000,000).
2. Clinic Tier: The total subscription fees actually paid by Client to Provider during the twelve (12) months immediately preceding the incident giving rise to the claim.
3. Evaluation Tier: Strictly capped at Zero Pesos (PHP 0).

c. The limitations in this Section 9 do not apply to: (i) either Party’s gross negligence or intentional willful misconduct; (ii) indemnification obligations under Section 8; or (iii) Client’s breach of Section 3 (Acceptable Use & Restrictions) or Section 11.a (Confidentiality, Trade Secrets & Contractual Penalties).

10. Term, Termination & Data Transition

a. Term & Renewal. The initial term is one (1) year from the Effective Date, automatically renewing for successive one (1)-year periods unless either Party delivers written notice of non-renewal at least sixty (60) days prior to the end of the active term.

b. Termination for Cause. Either Party may terminate immediately for cause if the other Party: (a) materially breaches these Terms and fails to cure within thirty (30) days of formal written notice; or (b) files for insolvency, corporate dissolution, or bankruptcy.

c. Acceleration for Early Cancellation. If Client cancels early without cause, or if Provider terminates for Client’s material breach, all unpaid fees remaining for the balance of the active annual commitment period accelerate and become immediately due and payable.

d. Post-Termination Data Retrieval & Legal Archival.

1. Data Export Delivery: Upon contract termination or expiration, Client shall have thirty (30) days to request a complete export of its structured clinical and administrative databases. Within fifteen (15) days of receiving such a request, Provider will deliver an encrypted electronic backup (via standard PostgreSQL dump, structured CSV/JSON, or secure download link).
2. Statutory Custody Shift: CLIENT EXPRESSLY ACKNOWLEDGES THAT AS THE PERSONAL INFORMATION CONTROLLER (PIC), CLIENT BEARS SOLE STATUTORY RESPONSIBILITY UNDER PHILIPPINE LAW (INCLUDING DOH ADMINISTRATIVE ORDER NO. 2016-0037 AND RELATED GUIDELINES) FOR LONG-TERM MEDICAL RECORD RETENTION (10 TO 25 YEARS).
3. Purge and Release: Delivery of the encrypted export fully discharges Provider’s obligations as a Personal Information Processor. Following the 30-day retrieval period, Provider has no obligation to maintain or store Client Data and may permanently delete, purge, or de-identify production and backup data in accordance with Provider’s data retention policies. Extended cold-storage archiving past thirty (30) days is available only upon mutual execution of an Archival Storage Addendum at Provider’s then-current hosting rates.

11. General Provisions

a. Confidentiality, Trade Secrets & Contractual Penalties.

1. Nondisclosure & Standard of Care: Each Party (“Recipient”) agrees that all software code, system architectures, interface designs, database schemas, user documentation, training materials, feature specifications, workflow methodologies, visual representations (including system screenshots, screen recordings, and video captures), pricing structures, commercial proposals, and non-public operational information disclosed by or originating from the other Party (“Discloser”) constitute valuable “Confidential Information” and proprietary assets. Recipient shall hold such information in strict confidence using at least the same degree of care it uses for its own sensitive assets (and never less than reasonable care), and shall not disclose, distribute, display, or transfer any such materials to any third party—including external software developers, IT consultants, or independent contractors—without Discloser’s express prior written consent.
2. Injunctive Relief: Recipient acknowledges that unauthorized disclosure or misuse of Discloser’s Confidential Information or intellectual property will cause immediate, irreparable harm for which monetary damages alone would be inadequate. Discloser shall be entitled to seek immediate preliminary and permanent injunctive relief, specific performance, and other equitable remedies without necessity of posting a bond or proving actual financial loss.
3. Liquidated Damages & Contractual Penalties: Client expressly acknowledges and agrees that Provider’s software architecture, interface designs, workflow methodologies, training materials, visual representations, and pricing proposals constitute core proprietary assets. In the event Client or any of its Authorized Users breaches this Section 11.a or Section 3 (Acceptable Use & Restrictions) by copying, reverse engineering, leaking, handing off, displaying, or disclosing any of Provider’s Confidential Information, software assets, documentation, or visual representations (including providing screenshots, demonstrations, or workflow walkthroughs) to any third party (including external IT contractors, software developers, or competing healthcare technology vendors), Client shall pay Provider liquidated damages in the amount of Two Million Five Hundred Thousand Philippine Pesos (PHP 2,500,000) or Fifty Thousand United States Dollars (USD $50,000), whichever is greater, per occurrence. The Parties stipulate that this sum constitutes a reasonable pre-estimate of Provider’s administrative, developmental, and competitive injury and not an unenforceable penalty, stipulated pursuant to Article 1226 of the Civil Code of the Philippines, without prejudice to Provider’s statutory right to seek injunctive relief and cumulative recovery for any actual compensatory damages proven in excess thereof.

b. Non-Solicitation. During the Term and for twenty-four (24) months thereafter, neither Party shall directly or indirectly solicit, recruit, or hire any software engineer, technical lead, or operational staff of the other Party without express written consent.

c. Publicity. Provider may list Client’s name and facility logo in marketing materials and website customer directories.

d. Force Majeure. Neither Party is liable for performance delays (excluding payment debts) caused by acts of God, extreme typhoons, severe fiber-optic cuts, cloud-hosting regional downtime, war, or government blockades.

e. Governing Law & Arbitration. These Terms are governed by the laws of the Republic of the Philippines. Any dispute arising from or connected with this Agreement shall be finally and exclusively resolved through binding arbitration administered by the Philippine Dispute Resolution Center, Inc. (PDRCI) under its rules, seated in Makati City, Metro Manila, conducted in English before a single arbitrator.

f. Priority of Documents. In the event of direct conflict, an executed Order Form controls over these Master Terms.

12. Affiliate & Referral Program

a. Program Scope & Sector Eligibility. Clients, clinicians, and healthcare professionals may participate in the Agimat Health Referral Partnership Program to introduce prospective private healthcare institutions to the Platform.

1. Private Sector Eligibility: Eligible prospective clients are restricted to privately owned and operated healthcare facilities in the Philippines, including private tertiary hospitals, medical centers, and specialized clinic networks.
2. Public Sector Exclusion: In adherence to Philippine anti-graft statutes and the Government Procurement Reform Act (Republic Act No. 9184), government-owned, provincial, military, and municipal public health institutions are strictly excluded. No referral commissions shall be earned or paid on public sector opportunities.

b. Lead Registration & 12-Month Exclusive Lock.

1. Written Introduction: A lead is registered when a partner initiates a written email introduction connecting an authorized Provider representative with a verified administrative or clinical decision-maker at the prospective institution.
2. 12-Month Exclusivity: Upon Provider’s confirmation, the prospective facility is exclusively attributed to the partner for twelve (12) months from the date of introduction. If an Order Form is executed within that window, commission entitlements vest under this Section. If unclosed after twelve (12) months, the registration expires, allowing Provider to pursue the opportunity independently.

c. Commission Tiers & Recurring Calculation.

1. Tier 1 (The Referral Partner): For introductions where the partner provides the initial connection and Provider independently manages all demonstrations, proposals, and closing efforts. Partner earns an upfront commission of fifteen percent (15%) of the Year 1 recurring subscription fees.
2. Tier 2 (The Co-Pilot Partner): For introductions where the partner assists the relationship, whether by participating in discussions, advising on institutional dynamics, or facilitating procurement alignment. Partner earns:
   1. an upfront commission of thirty percent (30%) of the Year 1 recurring subscription fees; plus
   2. a three percent (3%) recurring annual royalty on all recurring subscription fees collected upon each subsequent annual renewal for the life of the client’s paid subscription.
3. Base Calculation & Dynamic Value Scaling: Commissions and royalties are calculated solely on recurring software subscription and platform licensing fees (excluding applicable Value-Added Tax (VAT) and transactional overages). The three percent (3%) recurring annual royalty dynamically adjusts up or down to reflect the actual recurring contract value collected upon each renewal, automatically applying to any future license seat expansions, module upgrades, or contractions.

d. Payout Mechanics & Tax Treatment.

1. Cash-Collected Basis: Commissions and royalties are disbursed strictly against cleared funds actually received in Provider’s bank account. Where a client remits payment across quarterly installments, partner payouts are disbursed pro-rata against each cleared installment.
2. 15-Day Disbursement: Cleared commissions shall be remitted to the partner’s designated bank account within fifteen (15) calendar days of payment clearance.
3. Tax Formalities: Payouts are made net of applicable taxes. Where mandated by the Bureau of Internal Revenue (BIR), Provider shall withhold the required Expanded Withholding Tax (EWT) and issue BIR Form 2307 to the partner.

e. Survival of Royalties & Professional Independence.

1. Survival of Residual Rights: Program exit, account deactivation, or contract termination shall not diminish or extinguish partner’s right to receive earned upfront installments and ongoing three percent (3%) annual recurring royalties for qualifying closed clients, for as long as the client continues to renew.
2. Independent Contractor Status: Partners act solely as commercial referrers without authority to legally bind Provider or alter pricing. Partners are independently responsible for observing any internal workplace rules or moonlighting disclosures governing their clinical employment.
3. Clinical Independence: Commissions constitute commercial compensation for software referrals only. No referral payments are tied to, conditioned upon, or intended to incentivize patient referrals, diagnostic orders, or medical procedures reimbursable by PhilHealth or private payors.