Clinic Services Agreement
The agreement between a clinic and Embrata to use the platform (B2B). · Version clinic-baa-v1 · Effective 2026-06-24
This Clinic Services Agreement (the "Agreement") is between Embrata, LLC ("Embrata," "we," "us") and the clinic, studio, or organization (the "Clinic") whose authorized representative accepts it. By creating a clinic account or clicking to accept, you represent that you are authorized to bind the Clinic.
This Agreement incorporates by reference the Business Associate Agreement (BAA), the Terms of Service, and the Privacy Policy. Where the BAA conflicts with this Agreement with respect to Protected Health Information, the BAA controls.
1. The Service
Embrata is a HIPAA-aware, multi-tenant platform that lets clinics enroll families, upload elective ultrasound media (e.g., 4D/HD scans), and deliver that media into a private, family-shared, lifelong baby-journey timeline. The Clinic accesses the Service as a tenant with one or more staff users.
We may update features over time. We will not materially reduce core functionality the Clinic relies on without reasonable notice.
2. Accounts, staff & authorized use
The Clinic is responsible for its staff accounts and for ensuring only authorized personnel access the Service. Authentication is passwordless (one-time codes); the Clinic must keep staff contact details current and promptly remove staff who leave.
The Clinic will use the Service only for lawful, non-diagnostic keepsake purposes and in accordance with applicable law, including obtaining any patient consents required to upload and share a family’s media.
3. Non-diagnostic use
Media delivered through Embrata is for keepsake and family-engagement purposes only and is not intended for medical or diagnostic use. The Clinic will not represent Embrata media as diagnostic and will surface the non-diagnostic disclaimer to families.
4. Fees, trials & revenue share
Clinic and consumer pricing, trial length, and any revenue-share arrangement are as presented in the Service or a separate order. A clinic revenue-share rate (the fraction of consumer billing attributable to families the Clinic enrolled) is configurable and set by Embrata in coordination with the Clinic.
Billing for paid plans is handled through our payment processor. Taxes are the responsibility of the paying party except where Embrata is required to collect them.
5. Data ownership & permitted use
As between the parties, the Clinic and the families retain their content. The Clinic grants Embrata the limited rights necessary to host, process, transmit, and display the content to deliver the Service. Embrata does not sell personal information or use family media for advertising.
Embrata may use de-identified and aggregated data to operate and improve the Service, consistent with HIPAA de-identification standards.
6. Security & compliance
Embrata maintains administrative, physical, and technical safeguards designed to protect data, including encryption at rest (AES-256) and in transit (TLS 1.2+), least-privilege access, tenant isolation, and an immutable audit log of PHI access retained for at least six (6) years. All data is processed and stored in the United States.
The Clinic is responsible for compliance obligations that apply to it as a covered entity or otherwise, including patient consent and notice obligations.
7. Confidentiality
Each party will protect the other’s non-public information with reasonable care and use it only to perform under this Agreement. PHI is governed by the BAA.
8. Suspension & termination
Either party may terminate for material breach not cured within thirty (30) days of notice. Embrata may suspend or offboard a clinic account to protect the Service, families, or to comply with law. On termination, the parties will follow the data return/destruction terms of the BAA, and families retain their right to export their data as described in the Privacy Policy.
9. Warranties & disclaimers
Each party warrants it has the authority to enter this Agreement. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, AND EMBRATA DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY LAW.
10. Limitation of liability
TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, AND EACH PARTY’S AGGREGATE LIABILITY IS LIMITED TO THE FEES PAID OR PAYABLE FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. Nothing limits liability that cannot be limited by law (including certain obligations under the BAA).
11. Governing law & changes
This Agreement is governed by the State of Louisiana, United States, without regard to conflicts of law. We may update this Agreement with reasonable notice; continued use after the effective date constitutes acceptance.
Clinic Agreement · BAA · Terms · Privacy