Master Terms & Conditions

1. Definitions

For purposes of this Agreement:

“Aggregated/De-Identified Data” means data that has been aggregated and/or de-identified in accordance with HIPAA and other applicable laws such that it cannot reasonably identify, relate to, describe, be capable of being associated with, or be linked, directly or indirectly, to a particular individual or household.

“Authorized Users” means Customer’s employees and contractors who are authorized by Customer to access the Services in accordance with these Master Terms.

“CareEco” means the Care Eco Corp, a Delaware corporation.

“Customer” means the entity identified in the Order Form.

“Customer Data” means data, content, records, and other information submitted to or collected by the Services from or on behalf of Customer or its Authorized Users, excluding any Aggregated/De-Identified Data.

“Documentation” means all user guides, manuals, instructions, reference materials, training materials, specifications, and other written or electronic materials provided or made available by CareEco that describe the use, functionality, operation, or support of the Services, including any updates or revisions to such materials.

“EULA” means CareEco’s end user license agreement, or any customer-provided end user agreement that has been expressly approved in writing by CareEco in accordance with these Master Terms.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as modified, amended, restated, or supplemented from time to time.

“PHI” has the meaning set forth in HIPAA.

“Process” means to collect, access, use, store, transmit, analyze, disclose, destroy, or otherwise handle or manipulate data or information in any manner, whether by automated or manual means.

“Services” means CareEco’s cloud-based software-as-a-service offerings, including all platforms, modules, features, application programming interfaces (APIs), and related services made available to Customer as specified in the Order Form and any maintenance, support, updates, upgrades, modifications, new features, or enhancements provided by CareEco from time to time.

“Usage-Based Fees” means any fees assessed based on Customer’s actual usage of the Services, which may include, but are not limited to, metrics such as the number of transactions, claims, records, messages, API calls, storage consumed, or other measurable criteria as set forth in the Order Form.

“White Label” means a deployment configuration whereby Customer elects to offer, market, or otherwise provide access to the Services under Customer’s own branding, trade name, or logo to end customers or users, as indicated in the Order Form.

2. Access and Use

Subject to Customer’s strict compliance with this Agreement and timely payment of all fees, CareEco grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services solely for Customer’s internal business purposes by Authorized Users in accordance with the Documentation and any applicable usage limitations set forth in the Order Form. Customer shall be solely responsible for all activities that occur under its account credentials. All rights not expressly granted herein are reserved by CareEco. No software is sold or licensed under this Agreement; Customer receives only hosted access to the Services through CareEco’s designated interface(s), and CareEco reserves the right, in its sole discretion, to modify, enhance, update, suspend, deprecate, or discontinue any aspect or feature of the Services; provided that during the Term CareEco will not make changes that materially degrade the core functionality of the Services, and will provide Customer with reasonable advance notice of any material changes where feasible. Access to any beta, pilot, evaluation, or sandbox features is provided “AS IS” and may be suspended, modified, or terminated at any time. CareEco may require Customer and/or Authorized Users to accept updated terms and/or a then-current EULA as a condition to accessing certain modules or features. Ownership of, license rights in, and permitted uses of Customer Data and Aggregated/De-Identified Data are governed exclusively by Section 10 (Intellectual Property; Data) of these Master Terms. Usage-based metrics for billing will be measured according to CareEco’s standard usage tracking methodologies and tools, which are final and binding for billing purposes absent manifest error. If CareEco’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, CareEco shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

3. Customer’s Obligations

Customer shall:

1. Cooperate with CareEco in all matters relating to the Services and provide such access to Customer’s premises, and such office accommodation and other facilities as may reasonably be requested by CareEco, for the purposes of performing the Services;
2. Respond promptly to any CareEco request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for CareEco to perform the Services in accordance with the requirements of this Agreement;
3. Provide such Customer materials or information as CareEco may request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects;and
4. Obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start;
5. Ensure that all Authorized Users comply with this Agreement and the Documentation and be responsible and liable for all acts and omissions of Authorized Users and any access through Customer’s accounts as if performed by Customer. Customer shall ensure that Authorized Users that are independent contractors of Customer are bound by confidentiality obligations no less protective than those contained herein;
6. Obtain and maintain all rights, permissions, and consents necessary to grant the licenses and permissions set forth in this Agreement and to permit CareEco to Process Customer Data as contemplated herein, and provide, upon request, accurate and complete usage data reasonably necessary to validate Usage-Based Fees calculations;
7. Maintain the security and confidentiality of account credentials; promptly notify CareEco of any suspected or actual unauthorized access to the Services or Customer Data, or any security incident; and implement and maintain appropriate administrative, physical, and technical safeguards commensurate with the sensitivity of the data and the nature of the Services;
8. Ensure that all use of the Services by Customer and Authorized Users complies with all applicable laws (including privacy, security, export control, and anti-corruption laws) and the Documentation; and not access or use the Services in any embargoed or sanctioned country or by any person on any applicable sanctions list; and
9. Maintain and promptly update all Customer information (including legal, billing, and contact information) provided to CareEco so that it remains complete and accurate.

4. Use Restrictions; Suspension

a. Use Restrictions

Customer shall not (and shall not permit any third party to):

1. Copy, modify, translate, or create derivative works of the Services or any component thereof;
2. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the Services’ source code, underlying algorithms, or technical architecture;
3. Rent, lease, sell, sublicense, distribute, or otherwise make the Services available to any third party (except as expressly permitted in a White Label election on the Order Form);
4. Remove, alter, or obscure any proprietary notices, trademarks, or branding;
5. Use the Services to violate any applicable law, infringe third-party intellectual property rights or other rights, or for high-risk activities that could result in death, personal injury, or severe property damage;
6. Interfere with, disrupt, or attempt to gain unauthorized access to the Services or their related systems and networks;
7. Exceed any applicable usage limits or restrictions communicated by CareEco;
8. Circumvent or attempt to circumvent any security, authentication, rate-limiting, or technical protections in or for the Services;
9. Conduct or facilitate any penetration testing, vulnerability scanning, or benchmark testing of the Services without CareEco’s prior written consent;
10. Access or use the Services to build, train, or improve a product or service that is competitive with the Services, or for the purpose of benchmarking or publication without CareEco’s prior written consent;
11. Scrape, harvest, or collect data from the Services (including via bots or automated methods) except through documented and authorized APIs in compliance with the Documentation; or
12. Share, disclose, or otherwise permit any third party (other than Authorized Users) to access Customer’s accounts, credentials, or the Services.

b. Suspension

CareEco may temporarily suspend access to the Services, in whole or in part, if CareEco reasonably determines suspension is necessary to:

1. Address a security risk or vulnerability;
2. Prevent actual or suspected misuse, fraud, or violation of this Agreement;
3. Comply with applicable law or government requests;
4. Address non-payment of any undisputed fees on or after the Due Date.

CareEco will: (1) provide advance notice of any suspension when reasonably practicable; (2) limit the scope and duration of the suspension to what is reasonably necessary to address the underlying cause; and (3) promptly restore access once the cause for suspension has been resolved to CareEco’s reasonable satisfaction.

5. Term; Termination

a. Term

The “Term” begins on the effective date in the Order Form and continues for one (1) year (the “Initial Term”). Thereafter, this Agreement automatically renews for successive one (1) year periods (each, a “Renewal Term”) unless either party gives written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. All references to the “Term” herein refer collectively to the Initial Term and any and all Renewal Terms.

b. Termination

During the Initial Term and any Renewal Term, this Agreement may be terminated by either party only for cause as follows: (a) upon written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days (ten (10) days for payment defaults or breach of confidentiality obligations) after receipt of written notice; or (b) upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or a receiver is appointed. Notwithstanding anything in this Agreement to the contrary, CareEco may terminate this Agreement, any Order Form, or any portion of the Services immediately upon written notice in the event of Customer’s (i) violation of law in connection with the Services; (ii) actual or suspected breach of confidentiality, security incident, or unauthorized use that, in CareEco’s reasonable judgment, presents risk to the Services, CareEco’s systems, or third parties; (iii) infringement or misappropriation of CareEco’s intellectual property; or (iv) attempted assignment or transfer in violation of this Agreement. Termination for convenience is not permitted by either party.

c. Effect of Termination

1. Upon termination or expiration: (i) Customer’s access to the Services shall cease within thirty (30) days unless otherwise agreed in writing; (ii) all unpaid fees accrued through the effective date of the termination or expiration (including any committed minimums and Usage-Based Fees) become immediately due and payable, with any prepaid fees being non- refundable; (iii) each party shall return or destroy the other party’s Confidential Information within sixty (60) days, with Customer bearing all costs associated with such return or destruction, and upon request, provide written certification of such destruction; (iv) CareEco’s obligation, if any, to provide transition assistance or data export services shall be at CareEco’s then-current rates and is conditioned on Customer’s payment in full of all undisputed amounts; (v) Customer Data ownership, licenses, return, deletion, and retention (including Aggregated/De-Identified Data) shall be governed by Section 10 (Intellectual Property; Data); and (vi) except as expressly stated below, CareEco may accelerate and declare immediately due and payable all unpaid Fees, minimum commitments, and other amounts that would otherwise become due for the remainder of the then-current Term.
2. If CareEco terminates this Agreement for cause pursuant to Section 5.b, all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously accrued but unpaid Fees and reimbursable expenses, on receipt of CareEco’s invoice therefor.

6. Fees

a. Fee Payments

1. Fee Payments. Customer shall pay all fees specified in the Order Form (“Fees”) in accordance with the payment terms set forth herein. Unless otherwise stated in the Order Form, CareEco shall invoice Customer monthly in arrears and Customer shall pay all invoices in full within thirty (30) days from the invoice date (“Due Date”). All payments shall be made in U.S. dollars by wire transfer or such other method as CareEco may designate in writing, without any deduction, withholding, counterclaim or setoff of any kind. All Fees are exclusive of taxes, duties, levies, and similar charges (collectively, “Taxes”), and Customer is responsible for all Taxes associated with its purchases hereunder, excluding Taxes based on CareEco’s net income. Any undisputed amount not received by the Due Date will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if less) from the Due Date until paid in full, and CareEco may suspend performance or access for any undisputed amounts not paid by the Due Date. During any suspension under Section 4.b attributable to Customer breach or non-payment, Customer shall owe only Fees for Services actually delivered or made available up to the effective date of such suspension with service charges resuming upon restoration. Customer shall reimburse CareEco for all reasonable costs of collection, including attorneys’ fees. Customer must notify CareEco of any good-faith dispute within five (5) business days of invoice receipt, and pay all undisputed amounts when due; amounts not disputed within such period are deemed accepted.

b. Pricing

1. On each anniversary of the effective date in the Order Form during the Term, CareEco may increase Fees for any Software product (excluding performance-based Services) by up to five percent (5%) over the then-current Fees, without approval by Customer. Notwithstanding the foregoing cap, CareEco may implement additional Fee increases, upon at least thirty (30) days’ advance written notice, to the extent directly attributable to: (A) changes in law, regulation, or Taxes; (B) increased, new, or adjusted passthrough costs or fees imposed by third-party providers (including artificial intelligence/model providers, cloud infrastructure, communications carriers, and data vendors); or (C) materially increased costs of compliance, security, or data protection. Any such passthrough increases shall not count toward the foregoing annual cap.
2. Any increase in quantities, Authorized Users, modules, or other scope expansions requires a mutually executed change order or addendum and will be charged at CareEco’s then- current standard rates unless otherwise agreed in writing.
3. Any promotional or introductory discounts are one-time only, nonstackable, -nontransferable- , and do not apply to renewals, expansions, or new Services unless expressly stated otherwise in the applicable Order Form. Promotional pricing is conditioned on timely payment and continued compliance with this Agreement and may be discontinued immediately upon any breach or payment delinquency.

c. Taxes

Fees are exclusive of all taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use, excise, and withholding taxes (“Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder (excluding Taxes based on CareEco’s net income). If Customer claims a tax exemption, it must provide a valid exemption certificate prior to invoicing; absent such certificate, CareEco will invoice applicable Taxes. All amounts payable by Customer shall be paid without setoff or deduction; if Customer is required by law to withhold any Taxes, Customer shall gross-up the payment so that CareEco receives the full amount it would have received absent such withholding. Customer shall indemnify and hold harmless CareEco from and against any liability, interest, penalties, or costs arising from Customer’s failure to timely pay or remit applicable Taxes.

d. Late Payments

Any amounts not paid by the Due Date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, compounded monthly, plus all reasonable costs of collection, including but not limited to attorneys’ fees and court costs. Customer agrees that such interest and collection costs are reasonable liquidated damages and not a penalty. CareEco may, in its sole discretion and without limiting any other rights or remedies available to CareEco, suspend Services immediately and/or terminate this Agreement for undisputed amounts that remain overdue for more than ten (10) days after the Due Date. Upon or following any suspension, CareEco may require prepayment, a deposit, or other credit assurance as a condition to reinstatement, and a reasonable reactivation fee may apply. During any suspension of Services arising from breach by Customer or nonpayment, Customer shall be obligated to pay only for Services actually delivered or made available up to the effective date of suspension, plus any applicable reasonable reactivation fee; no minimums, recurring Fees, or usage based minimum charges shall accrue for the suspended Services during the suspension period, and new Fees will begin to accrue only upon restoration of the applicable Service. For clarity, CareEco’s right to accelerate and declare immediately due all unpaid Fees remaining in the then current Term applies upon termination of this Agreement (including termination for nonpayment), but not during a suspension. CareEco may apply any payments received to the oldest outstanding charges first. If Customer disputes any portion of an invoice in good faith, Customer must notify CareEco in writing within five (5) business days of invoice receipt, providing detailed documentation supporting the basis of the dispute. CareEco and Customer agree to use reasonable efforts to resolve such dispute promptly and cooperatively. CareEco and Customer will outline a joint written resolution plan within ten (10) business days following CareEco’s receipt of the dispute notice and documentation. CareEco and Customer will continue to negotiate in good faith to resolve the disputed amount in accordance with the resolution plan. Failure to dispute within such period shall constitute an irrevocable waiver of any claim relating to such invoice. Any undisputed portion of the invoice shall remain due and payable according to the payment terms herein.

e. Usage-Based Service Fees

For Services priced on a usage basis, Customer agrees to maintain continued use of the applicable Services during the Term, including submitting the data reasonably necessary for such Services to operate as contemplated, and to ensure the accuracy and completeness of all such data. If Customer fails to submit such data or ceases or materially reduces its use of the applicable Services in any calendar month, CareEco may invoice a minimum monthly fee equal to the greater of: (i) the minimum usage amount specified in the Order Form; or (ii) the average monthly Usage-Based Fees for the preceding twelve (12) months (or if shorter, the average of all. Paid months). For the avoidance of doubt, if actual usage in a given month equals or exceeds the stated minimum, only the standard Usage-Based Fees will be charged, and no additional minimum fee will apply. In addition, if usage data is missing, incomplete, or inaccurate, CareEco may (A) estimate usage based on reasonable methodologies (including historical usage, comparable accounts, or system telemetry) and invoice accordingly, subject to true-up upon receipt of accurate data; and/or (B) suspend the applicable Service, in whole or in part, until accurate and complete data is provided and all outstanding amounts are paid, and charge a reasonable reactivation fee. Notwithstanding anything to the contrary in this Agreement, during any suspension of a Service due to breach by Customer or non-payment, no minimum monthly fee, minimum usage amount, or other recurring Fees shall accrue for that suspended Service for the duration of the suspension; amounts for that Service that were incurred for Services delivered or made available up to the effective date of suspension remain due, and Fees for that Service will resume only upon restoration of the Service. Customer shall maintain complete and accurate usage records for no less than three (3) years and provide them to CareEco upon request. Any underreported usage may be back-billed together with CareEco’s option to apply interest at the rate specified in Late Payments and CareEco’s reasonable costs of investigation.

f. Audit and Verification

Upon at least ten (10) days’ prior notice, and no more than once per twelve (12) months (or more frequently if an audit reveals material non‑compliance), CareEco or its designee may audit Customer’s books, records, systems, and usage solely as reasonably necessary to verify Fees (including Usage-Based Fees), usage, and compliance with this Agreement. Audits may be conducted remotely and/or on‑site during normal business hours. If an audit reveals an underpayment or non‑compliance of five percent (5%) or more of the amounts that should have been paid for the audited period, Customer shall promptly pay the deficiency, interest as provided under Late Payments, and reimburse CareEco for its reasonable audit costs. CareEco may implement technical monitoring, metering, and reporting mechanisms in the Services.

7. Support, Maintenance, and Changes

CareEco will provide technical support and ongoing maintenance for the Services in accordance with CareEco’s Support SOP & SLA. These documents will be made available to the Customer upon written request and may be updated by CareEco at its sole discretion from time to time. CareEco may, from time to time, implement updates, enhancements, modifications, reconfigurations, or remove or discontinue any Service component, feature, or integration, in whole or in part, in its sole discretion; provided that CareEco will not make changes that materially degrade the core functionality of the Services during the Term. CareEco will provide Customer with reasonable advance written notice of material changes when feasible and will work diligently and in good faith to mitigate any adverse impact on Customer’s operations. Any service credits or remedies expressly set forth in the applicable support terms are Customer’s sole and exclusive remedy for availability or support issues. Any beta, evaluation, lab, developer, or sandbox/test environment is provided “AS IS”, may be throttled, suspended, reset, or terminated at any time, and is excluded from any service level or warranty commitments.

8. Confidentiality

“Confidential Information” means any non-public information disclosed by a party (“Discloser”) to the other party (“Recipient”) that is either: (i) designated as confidential at the time of disclosure whether orally, visually, in writing, or in other tangible form; or (ii) that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation trade secrets, product plans, technology and technical data, security information, business and marketing plans, financial information, customer and supplier information, pricing information, and Customer Data. Recipient will: (a) use Confidential Information solely for purposes of performing under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, but no less than a reasonable degree of care, including without limitation implementing and maintaining appropriate technical, organizational, and physical security measures; and (c) not disclose Confidential Information to any third party except to its employees, contractors, advisors, and subprocessors who: (i) have a need to know such Confidential Information for the purposes of performing under this Agreement; (ii) are bound by written confidentiality obligations at least as protective as those herein; and (iii) have been informed of the confidential nature of such information. Recipient shall remain responsible for any breach of this provision by such persons and shall promptly notify Discloser of any unauthorized use or disclosure of Confidential Information. The foregoing obligations do not apply to information that: (i) is or becomes publicly available through no fault of Recipient; (ii) was rightfully in Recipient’s possession without restriction prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information. Recipient may disclose Confidential Information to the extent required by law or court order, provided it: (i) gives prompt written notice (to the extent legally permitted) to Discloser prior to such disclosure to allow Discloser to seek a protective order or other appropriate remedy; (ii) provides reasonable assistance to Discloser in opposing such disclosure or seeking a protective order; (iii) discloses only such Confidential Information as is legally required; and (iv) uses reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. Upon Discloser’s written request at any time and, in any event, within thirty (30) days following termination or expiration of this Agreement, Recipient shall promptly return or destroy all Confidential Information and certify such destruction in writing signed by an authorized officer; provided that Recipient may retain copies in routine backups, disaster recovery archives, and as required by applicable law, which retained copies shall remain subject to the confidentiality obligations herein. The parties agree that obligations with respect to trade secrets shall survive for so long as such information remains a trade secret under applicable law. Nothing herein limits either party’s right to use information retained in the unaided memory of its personnel (“Residuals”). Each party acknowledges that any breach of this Section may cause irreparable harm for which monetary damages would be inadequate, and that the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies.

9. Insurance

Customer shall, at its own expense, maintain and keep in full force and effect throughout the Term commercially reasonable insurance coverage appropriate for its operations and use of the Services, including at a minimum: (i) commercial general liability; (ii) professional liability (errors and omissions); and (iii) cyber liability/privacy insurance, in each case with limits not less than the amounts specified by CareEco in this Agreement or, if not specified, amounts that are commercially reasonable for Customer’s industry, size, and risk profile. Upon CareEco’s request, Customer shall provide current certificates of insurance evidencing the required coverage. Customer shall promptly notify CareEco of any cancellation, non-renewal, or material reduction in coverage. CareEco shall be named as an additional insured on Customer’s commercial general liability and professional liability policies with respect to the Services. For any claims-made coverage, Customer shall maintain continuous coverage or purchase extended reporting period coverage (tail) for at least twelve (12) months following termination or expiration of this Agreement for claims arising from acts, errors, or omissions occurring during the Term. The foregoing insurance requirements do not limit Customer’s obligations or liability under this Agreement.

10. Intellectual Property; Data

CareEco and its licensors retain all right, title, and interest in and to the Services, Documentation, APIs, usage dashboards, algorithms, methodologies, know-how, trade secrets, and all software, technology, inventions, and other materials provided or made available by CareEco, whether pre-existing or developed during the term of this Agreement, including all improvements, enhancements, modifications, and derivative works thereof, whether made by CareEco alone or jointly with others. No rights are granted to Customer other than as expressly set forth in this Agreement. As between the parties, Customer retains all right, title, and interest in and to any Customer Data. Customer grants CareEco a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data solely as necessary to provide and support the Services and as otherwise permitted in this Agreement. Customer represents and warrants that it has obtained and will maintain all rights, consents, and authorizations necessary to submit Customer Data to the Services and to grant the foregoing rights, and that Customer Data and Customer’s use of the Services will comply with applicable law and will not infringe, misappropriate, or violate any third party rights. Customer is solely responsible for the accuracy, quality, and legality of Customer Data and for determining whether to include any particular data in the Services. Customer hereby assigns and agrees to assign to CareEco all right, title, and interest in and to any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Authorized Users (“Feedback”). If such assignment is not permitted by law, Customer grants CareEco a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and incorporate such Feedback into the Services or any other CareEco products or services, without restriction or obligation to Customer. CareEco may generate or derive Aggregated/De-Identified Data from Customer Data and the use of the Services, and shall own all right, title, and interest in such Aggregated/De-Identified Data. CareEco may use, modify, distribute, and commercialize Aggregated/De-Identified Data for any lawful business purposes (including but not limited to analytics, benchmarking, improving the Services, creating new products or services, and marketing), provided that such Aggregated/De-Identified Data does not identify Customer or any individual and complies with applicable privacy laws. The parties agree that Aggregated/De- Identified Data shall not be considered Confidential Information. During the Term and for thirty (30) days following termination or expiration, and subject to Customer’s payment of all outstanding and undisputed Fees, CareEco will make available to Customer for export any Customer Data then in CareEco’s possession in a commercially reasonable, industry-standard format. Upon termination or expiration of this Agreement, CareEco may delete Customer Data and shall have no obligation to maintain or provide any Customer Data, except as required by law; CareEco may retain Aggregated/De-Identified Data indefinitely. CareEco is not responsible for, and disclaims all liability arising from, any third-party products or services (including third-party integrations) or for any data exchange with such third parties, which are at Customer’s direction and sole risk and responsibility.

11. Data Privacy, Security, and HIPAA Compliance

a. Compliance

Each party will comply with all laws applicable to its performance under this Agreement. Without limitation, Customer is responsible for complying with all laws, rules, and regulations applicable to Customer’s business, including HIPAA and any other applicable data security and privacy regulations.’ Customer shall comply with all applicable export control, sanctions, and anti-corruption laws and shall not access or use the Services in any embargoed, sanctioned, or otherwise restricted country or for any prohibited end-use. Customer shall promptly notify CareEco of any actual or suspected unauthorized access to or use of the Services or Customer accounts.

b. HIPAA

If and to the extent CareEco is deemed a “Business Associate” and Customer is a “Covered Entity” or a Business Associate of a Covered Entity (as defined under HIPAA), the parties will enter into a Business Associate Agreement (“BAA”), which is hereby incorporated by reference and will govern with respect to PHI in the event of a conflict with these Master Terms. Customer shall not transmit, upload, or otherwise make available protected health information (PHI) to the Services unless and until a BAA has been executed by the parties. CareEco may immediately suspend the Services, in whole or in part, upon a reasonable belief that Customer has provided PHI absent an executed BAA. Customer remains solely responsible for applying the minimum necessary standard and for de-identification where applicable.

c. Security Program

CareEco will implement and maintain an information security program with administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of the Services and Customer Data, including access controls, encryption in transit, vulnerability management, logging/monitoring, and personnel security measures commensurate with industry standards (e.g., alignment with SOC 2 or ISO 27001 where appropriate). CareEco will notify Customer of a security incident affecting Customer Data as required by applicable law. Customer is responsible for using the Services in accordance with the Documentation and for safeguarding its accounts, credentials, and access methods (including enabling multi-factor authentication where available), and shall not perform any penetration testing, automated scanning, or similar activities without CareEco’s prior written consent. Customer shall promptly notify CareEco of any known or suspected unauthorized access to the Services or Customer Data related to Customer’s environment and shall cooperate with CareEco’s reasonable requests in connection with any security investigation or remediation.

d. Subprocessors

Customer acknowledges and agrees that CareEco may engage subcontractors and subprocessors, including affiliates, to perform any part of the Services, at CareEco’s discretion. CareEco shall use commercially reasonable efforts to ensure that such subprocessors are subject to data protection obligations substantially similar to those in this Agreement; provided, however, that CareEco shall not be liable for the acts or omissions of any subprocessors except to the extent required by applicable law. Customer expressly waives any right to object to CareEco’s appointment of subprocessors, unless such objection is based on a documented, reasonable, and specific legal risk.

e. Incident Response

CareEco will use commercially reasonable efforts to notify Customer of a confirmed security incident involving Customer Data in CareEco’s possession, custody, or control (a “Security Incident” ), without undue delay and, where feasible, within seventy-two (72) hours after verification. Notification shall be provided only to the extent required by applicable law and will include information reasonably available to CareEco at the time; updates may be provided as additional information becomes available. Any such notice shall not be construed as an admission of fault or liability. CareEco’s notification obligations may be delayed at the request of law enforcement or to the extent reasonably necessary to determine the scope of the Security Incident and implement remedial measures. Customer is solely responsible, as between the parties, for any notifications to regulators, affected individuals, or third parties, except to the extent applicable law expressly places such obligation on CareEco for the relevant data; CareEco will reasonably cooperate with Customer’s notification efforts at Customer’s expense to the extent the Security Incident relates to Customer’s systems, data, or instructions. Customer shall ensure its contact information for incident notices remains current. CareEco shall have no liability for delays in notification due to circumstances beyond its reasonable control.

f. Data Return and Deletion

Upon written request made within thirty (30) days after termination or expiration of the relevant Order Form, CareEco will, at its option, provide Customer a copy of Customer Data in a commercially reasonable format and delivery method determined by CareEco, subject to payment of applicable fees and conditioned upon CareEco’s receipt of all outstanding and undisputed amounts then due. CareEco will have no obligation to maintain or provide any Customer Data beyond such thirty (30) day period, and Customer acknowledges that data may thereafter be irretrievably deleted from active systems in accordance with CareEco’s standard data retention and deletion policies. If Customer requires assistance with extraction, transformation, or transfer, such professional services will be provided at CareEco’s then-current rates pursuant to the Agreement. Retention for backup, archival, audit, or legal compliance purposes is expressly permitted, and CareEco will protect any retained data as required under this Section. Notwithstanding the foregoing, CareEco may retain and use Aggregated/De-Identified Data for lawful business purposes (including analytics, benchmarking, and improvement of the Services) both during and after the Term. Upon CareEco’s written request following termination or expiration, Customer shall promptly, and in any event within thirty (30) days, certify in writing that it has returned or destroyed all CareEco Confidential Information and Materials in its possession or control, except as retention is required by applicable law.

g. International Transfers

CareEco will implement safeguards for cross-border transfers of Customer Data only to the extent required by applicable law, which may include execution of standard contractual clauses, international data transfer addenda, or other appropriate safeguards as they may be amended or replaced from time to time. Customer expressly acknowledges that international transfers may be necessary for delivery of the Services and consents to such transfers, including to CareEco’s affiliates and subprocessors, subject to CareEco’s compliance with its obligations under this Agreement. Customer is responsible for obtaining all necessary notices and consents and for providing information reasonably requested by CareEco to conduct transfer impact assessments or implement supplemental measures. If a change in law or regulator guidance renders a transfer unlawful despite the foregoing safeguards, the parties will cooperate in good faith to implement alternative measures; if such measures cannot be implemented, CareEco may suspend the affected Processing and/or Service to the extent necessary without liability.

12. Indemnification

a. Customer Indemnification

Customer shall defend, indemnify, and hold harmless CareEco, its affiliates, and their respective directors, officers, employees, agents, successors, and assigns (collectively, “CareEco Indemnitees”) from and against any and all third-party claims, demands, actions, losses, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (A) Customer’s (or its affiliates’ or subcontractors’) branding, marketing, promotion, resale, sublicensing, use, provision, or distribution of the Services, including any white-labeled Services; (B) Customer’s or its end users’ or downstream customers’ terms, privacy policies, or failure to properly bind end users or downstream customers to terms and conditions as required by this Agreement; (C) any statements, obligations, representations, or warranties made by Customer to any third party or downstream customer that exceed, differ from, or are inconsistent with those set forth in this Agreement; (D) Customer’s breach or alleged breach of this Agreement or violation of law; (E) Customer Data or instructions provided by Customer; (F) Customer’s or any Authorized User’s failure to maintain the security of accounts, credentials, or Customer systems (including any Security Incident arising therefrom); (G) Customer’s use of, or reliance on, any third-party products, services, data, or integrations in connection with the Services, or any combination of the Services with products, data, or processes not provided by CareEco; (H) taxes, fees, or assessments imposed on Customer’s business, transactions, or resale activities (excluding taxes based on CareEco’s net income); and (I) allegations that the Services infringe or misappropriate rights to the extent such allegations are based on Customer Data, specifications, or instructions, or on combinations with products or data not provided by CareEco. To the maximum extent permitted by law, Customer’s duty to defend includes the obligation to retain and pay counsel reasonably acceptable to CareEco and to pay all costs and amounts finally awarded by a court of competent jurisdiction or agreed in a settlement approved by CareEco. CareEco may participate in the defense of any claim at its own expense; provided, however, that if Customer fails to promptly assume and diligently conduct the defense after written notice, CareEco may do so, and Customer shall reimburse CareEco for all reasonable costs and expenses incurred. Customer shall not consent to the entry of any judgment or settlement without CareEco’s prior written consent (not to be unreasonably withheld).

b. CareEco Indemnification

CareEco shall defend, indemnify, and hold harmless Customer, its affiliates, and their respective directors, officers, employees, agents, successors, and assigns (collectively, "Customer Indemnitees" ) from and against any and all third-party claims, demands, actions, losses, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and court costs) alleging that the Services as provided by CareEco infringe or misappropriate any third party's intellectual property rights. CareEco's obligations under this Section shall not apply to claims arising from or relating to: (A) modifications to the Services made by anyone other than CareEco; (B) use of the Services in combination with products, services, data, or processes not provided by CareEco; (C) Customer Data, specifications, or instructions provided by Customer; (D) Customer's breach of this Agreement; (E) continued use of the Services after CareEco has provided modified or replacement non-infringing Services; or (F) any other circumstances for which Customer is obligated to indemnify CareEco under this Agreement. To the maximum extent permitted by law, CareEco's duty to defend includes the obligation to retain and pay counsel reasonably acceptable to Customer and to pay all costs and amounts finally awarded by a court of competent jurisdiction or agreed in a settlement approved by Customer. Customer may participate in the defense of any claim at its own expense; provided, however, that if CareEco fails to promptly assume and diligently conduct the defense after written notice, Customer may do so, and CareEco shall reimburse Customer for all reasonable costs and expenses incurred. CareEco shall not consent to the entry of any judgment or settlement without Customer's prior written consent (not to be unreasonably withheld).

13. Representations, Warranties, and Covenants; Disclaimers

a. Mutual Representations and Warranties

Each party represents and warrants to the other party that:

1. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; and
2. It has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement.

b. Additional CareEco Representations and Warranties

CareEco represents and warrants that the Services will, in all material respects, perform in accordance with the applicable Documentation during the Term when used in accordance with this Agreement and Documentation. If the Services fail to conform to the foregoing warranty and Customer notifies CareEco in writing within thirty (30) days of discovery, CareEco will use commercially reasonable efforts to correct the non- conformity. If CareEco cannot correct a confirmed, material, reproducible non-conformity within ninety (90) days after receiving Customer’s written notice, Customer’s sole and exclusive remedy and CareEco’s entire liability for breach of the foregoing warranty is, at CareEco’s sole discretion, either (i) a pro rata credit or refund of prepaid Fees for the affected Service for the period of confirmed non-conformity, or (ii) repair or replacement of the non-conforming Services. The foregoing warranty does not apply to non-conformities resulting from: misuse or use not in accordance with the Documentation; modifications, integrations, or configurations not made by CareEco; third-party products or services or Customer-provided environments, data, or instructions; beta, evaluation, preview, sandbox, or other no-charge features; Customer’s failure to implement updates, upgrades, or workarounds provided by CareEco; or Force Majeure or other causes beyond CareEco’s reasonable control.

c. Additional Customer Representations and Warranties

Customer represents, warrants, and covenants to CareEco that Customer Data and Customer instructions, when Processed in accordance with this Agreement, do not and will not violate applicable law or infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law. Without limiting the foregoing, Customer represents and warrants that: (i) Customer Data will be accurate and complete to the extent necessary for its intended use; (ii) Customer and its Authorized Users will comply with all applicable laws, rules, and regulations, including data protection, privacy, consumer protection, export control and sanctions, and anti- corruption/anti-bribery laws; (iii) Customer will not submit to the Services any data that is subject to data localization requirements or special restrictions (including special categories of personal data or other highly regulated data) unless expressly permitted in writing by CareEco and subject to any required supplemental terms; and (iv) Customer will maintain the security of its accounts, credentials, and systems used to access the Services and will promptly notify CareEco of any known or suspected unauthorized access or use.

d. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CAREECO DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPLETELY SECURE, OR THAT THEY WILL MEET CUSTOMER’S REQUIREMENTS OR COMPLY WITH LAWS APPLICABLE TO CUSTOMER’S BUSINESS. CUSTOMER ACKNOWLEDGES THAT CAREECO DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ANY BETA, EVALUATION, OR SANDBOX FEATURES, AND ANY THIRD-PARTY PRODUCTS, SERVICES, DATA, OR INTEGRATIONS (COLLECTIVELY, “THIRD-PARTY SERVICES”), ARE PROVIDED BY CAREECO “AS IS” WITHOUT WARRANTY OR SUPPORT, AND CAREECO DISCLAIMS ALL LIABILITY ARISING FROM OR RELATING TO THIRD-PARTY SERVICES. CAREECO DOES NOT PROVIDE LEGAL, ACCOUNTING, OR PROFESSIONAL ADVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE ARE DISCLAIMED.

14. Limitation of Liability

a. IN NO EVENT SHALL CAREECO BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CAREECO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

b. IN NO EVENT SHALL CAREECO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO CAREECO PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS OR THE APPLICATION OF MULTIPLE REMEDIES WILL NOT EXPAND THIS LIMIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NOTHING IN THIS SECTION LIMITS CUSTOMER’S OBLIGATION TO PAY FEES OR OTHER AMOUNTS DUE, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, OR CUSTOMER’S LIABILITY FOR BREACH OF USE RESTRICTIONS, DATA USE RESTRICTIONS, OR CONFIDENTIALITY OBLIGATIONS.

15. Governing Law; Venue

This Agreement is governed by the laws of the State of Tennessee, without regard to its conflicts of laws principles. The Parties agree that the state and federal courts located in Davidson County, Tennessee will have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each party consents to personal jurisdiction therein and waives any objection based on forum non conveniens.

16. Waiver of Jury Trial

EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

17. Waiver

No waiver by CareEco of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by CareEco. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

18. Force Majeure

No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to CareEco hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages, or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall: (a) give notice within thirty (30) days of the Force Majeure Event to the other party, stating the expected duration; (b) use diligent efforts to minimize the effects and resume performance as soon as practicable after the cause is removed; and (c) resume performance of its obligations as soon as reasonably practicable. During a Force Majeure Event: (i) service levels, performance commitments, and delivery dates shall be extended accordingly; (ii) service level credits or other remedies will not accrue; (iii) CareEco may suspend affected Services; and (iv) no refunds, credits, or termination charges previously due shall be excused. In the event that the Impacted Party’s failure or delay remains uncured for a period of ninety (90) consecutive days following written notice given by it under this Section, either party may thereafter terminate this Agreement upon thirty (30) days’ written notice.

19. Assignment

Customer shall not assign any of its rights or delegate any of its obligations under this Agreement, in whole or in part, whether voluntarily, involuntarily, by operation of law (including in connection with a merger, change of control, consolidation, reorganization, or sale of all or substantially all assets), or otherwise, without the prior written consent of CareEco (which may be granted or withheld in CareEco’s sole discretion). Any purported assignment or delegation in violation of this Section is null and void. As a condition to any permitted assignment, Customer shall provide prior written notice to CareEco and ensure the assignee agrees in writing to be bound by this Agreement.

20. Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever or to make any representations on the other’s behalf. This Agreement is non-exclusive and nothing herein shall be construed to limit either party from entering into similar agreements or business relationships with other parties at any time. Each party retains the unrestricted right to engage in any other contracts, ventures, or arrangements, and no exclusivity of any kind is granted or implied by this Agreement. Each party is solely responsible for the supervision, direction, control, compensation, and benefits of its personnel, and for compliance with all applicable employment, tax, and withholding obligations and costs incurred in performing hereunder.

21. No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Master Terms, except that the CareEco Indemnitees and Customer Indemnitees are intended third-party beneficiaries of Section 12 (Indemnification).

22. Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in this Agreement or the applicable Order Form (including designated legal and billing contacts) or to such other address that may be designated by the receiving party in writing. Notices shall be delivered as follows: (a), Routine operational notices (including maintenance, support, and Service updates) may be provided by email or via in-product or portal posting and shall be deemed effective upon transmission or posting. Formal legal notices (including notices of breach, indemnification, or claims) are effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section. Each party shall keep its notice and billing contact information current and promptly update the other party of any changes in writing.

23. Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. The parties shall negotiate in good faith to modify any such invalid, illegal, or unenforceable term to effect the original intent as closely as possible in a valid, legal, and enforceable manner. To the fullest extent permitted by law, the failure of any limited or exclusive remedy to achieve its essential purpose shall not affect the applicability of the disclaimers or limitations set forth herein.

24. Counterparts

This Agreement may be executed in counterparts and by electronic signatures (including DocuSign, click-through acceptance, or other industry-standard e-signature methods), each of which is deemed an original and together constitute one instrument. Delivery of an executed counterpart by email (including PDF) or other electronic means shall be effective as delivery of a manually executed counterpart.

25. Publicity

CareEco may identify Customer as a customer and use Customer’s name, logo, and trademark (“Customer Marks”) in its marketing materials, websites, investor presentations, customer lists, and social media for promotional and marketing purposes. Customer hereby grants CareEco a non-exclusive, worldwide, royalty-free license to use the Customer Marks solely for the foregoing purposes, subject to Customer’s reasonable written brand guidelines provided in advance. Such use does not create any endorsement obligation or transfer of ownership in the Customer Marks. Customer may opt out of such use by providing written notice to CareEco, and CareEco shall cease such use within thirty (30) days of receiving such notice.

26. Survival

Provisions of this Agreement, which by their nature should apply beyond the Term of this Agreement, shall survive any termination or expiration thereof, including, without limitation, the following Sections: Section 6 (Fees), Section 8 (Confidentiality), Section 10 (Intellectual Property; Data), Section 11 (Data Privacy, Security, HIPAA), Section 12 (Indemnification), Section 13 (Representations, Warranties, and Covenants; Disclaimers), Section 14 (Limitation of Liability), Section 15 (Governing Law; Venue), Section 16 (Waiver of Jury Trial), Section 17 (Force Majeure), Section 26 (Survival), and any other provisions which, by their nature, are intended to survive termination or expiration of this Agreement. Notwithstanding anything to the contrary in these Master Terms, any Product-Specific Terms, or any Order Form: (a) if CareEco suspends the Services due to Customer breach or non-payment, Customer shall be obligated to pay only for Services actually delivered or made available up to the effective date of suspension, together with any reasonable reactivation fee if applicable, and no minimum usage-based fees, recurring subscription fees, or other charges shall accrue for the period of suspension unless and until Service is restored; and (b) in the event of termination, CareEco reserves the right to accelerate all unpaid fees in accordance with the Agreement and applicable Order Form(s).

27. Product-Specific Terms Addenda

a. Addenda.

The attached Product-Specific Terms Addenda apply exclusively to the corresponding Services when selected on an Order Form. If there is any conflict between a Product-Specific Term and the Master Terms, the Product-Specific Term governs solely for the applicable Service. Each Order Form will reference the relevant attached Addendum or Addenda by title, and such referenced Addendum or Addenda and related Documentation are incorporated by reference. For the avoidance of doubt, the Order Form, as mutually executed, may expressly override Product-Specific Terms within any Addendum or Addenda, but only with respect to the specific provisions explicitly modified in such Order Form; all other provisions remain governed by the Master Terms and the referenced Addendum or Addenda. CareEco may update these Product-Specific Terms and associated Addendum or Addenda and Documentation from time to time and will use reasonable efforts to provide reasonable advance notice of material updates to Customer when feasible; all such updates will apply prospectively and will not include changes that materially degrade the core functionality of the applicable Service during the Term.

b. Integrations and Third-Party Services.

Certain modules may interface with third-party products or services. Use of any third-party products or services is governed solely by the applicable third party’s terms, and CareEco assumes no responsibility for such third parties. CareEco is not liable for any delays or failures resulting from the performance of third-party systems, networks, or data sources. Customer remains solely responsible for obtaining, maintaining, and paying for all necessary third-party accounts, licenses, consents, and approvals; for configuration and use of any integrations; and for compliance with all laws relating to data exchange. Customer authorizes CareEco to access and exchange data with such third parties as enabled by Customer and acknowledges that CareEco has no control over third-party changes, availability, security, functionality, or performance. Any service levels, warranties, or remedies do not apply to downtime, delays, or nonconformities caused by third-party products, networks, rate limits, APIs, or data sources. CareEco may suspend, modify, or disable any integration that, in its reasonable discretion, presents a security, operational, legal, or reputational risk. CareEco will not make changes to the Services that materially degrade the core functionality of the Services during the Term and, where feasible, will provide Customer with reasonable advance notice of any material changes to the Services or to an integration. Customer shall indemnify, defend, and hold harmless CareEco from and against any claims, damages, liabilities, costs, and expenses arising out of or related to Customer’s third-party products, integrations, data, or instructions. Any rework, updates, or new development required due to third-party changes (including API modifications or deprecations) will be performed at CareEco’s prevailing rates, and all third-party fees and overage charges (including API or connector fees) are Customer’s sole responsibility. For the avoidance of doubt, all Product- Specific Terms and Addenda, including any Services ordered thereunder, are subject to this Section 27.b.

c. Data Export and Transition Assistance.

During the Term and for thirty (30) days thereafter, and provided Customer’s account is current and in good standing with respect to all undisputed amounts, Customer may request reasonable exports of Customer Data in a mutually agreed format. Exports will include only Customer Data and will exclude CareEco’s underlying software, know-how, methodologies, configuration templates, and analytics. Any additional or customized exports, extended access periods, or transition assistance (including reactivation following suspension or termination) will be provided at CareEco’s prevailing rates pursuant to a mutually agreed plan, and may require payment of a reasonable reactivation or processing fee. Notwithstanding anything to the contrary in the Master Terms or any Order Form, if CareEco suspends any Service due to Customer’s breach or non-payment, Customer shall be obligated to pay only for Services actually delivered or made available up to the effective date of such suspension, plus any reasonable reactivation fee if the Service is later restored. No fixed fees, usage minimums, or other recurring charges for the suspended Service shall accrue during the suspension period unless and until the Service is restored in whole or in part, in which case such fees shall resume prospectively from the date of restoration (and only for the restored portion, if applicable). For the avoidance of doubt, CareEco’s right to accelerate all unpaid fees, minimum commitments, and other payment obligations applies upon termination (not mere suspension). CareEco will have no obligation to build custom tools, mappings, or integrations for data extraction absent a signed change order. All ownership, licensing, retention, deletion, de-identification, and aggregation rights with respect to Customer Data and other data are governed exclusively by Section 10 (Intellectual Property; Data) of these Master Terms and CareEco’s data retention policies. Upon written request, each party will confirm in writing its destruction of the other party’s Confidential Information in its possession or control, subject to any legal holds. For the avoidance of doubt, all Product-Specific Terms and Addenda, including any Services ordered thereunder, are subject to this Section 27.c.

d. Additional Product-Specific Terms.

CareEco may supplement the Product-Specific Terms Addenda by adding new sections or Addenda for new or modified modules or services. Any such additions will be incorporated by reference upon being listed and cross-referenced in the Order Form for the relevant Service. In the event of a conflict, these additions will take precedence over existing Product-Specific Terms for that Service, but only to the extent that the applicable Order Form specifically identifies the provision(s) of the Product-Specific Terms being modified.

Addendum A - SAAS SOFTWARE MODULES (GENERAL)

1. For purposes of this Addendum A, “SaaS Software Module” means any software-as-a-service module, feature, or functionality offered by CareEco and selected by Customer pursuant to an Order Form. CareEco may modify, improve, or discontinue non-core features or components of any SaaS Form. CareEco may modify, improve, or discontinue non-core features or components of any SaaS Software Module from time to time. CareEco will use reasonable efforts to provide advance notice of material changes when feasible and ensure that any updates do not materially degrade the core functionality of the applicable module during the Term.
   1. Service Description. CareEco will deliver the hosted functionality as described in the Documentation and/or Order Form. CareEco may update the Documentation from time to time to reflect enhancements, clarifications, or changes to the Services.
   2. Implementation. CareEco will provision the module and, if specified on the Order Form, perform mutually agreed implementation tasks. Customer will provide timely access to all systems and data reasonably necessary. Customer acknowledges that project schedules are estimates and are contingent on Customer’s timely cooperation; any Customer-caused delay may result in schedule adjustments and additional fees at CareEco’s then-current rates. Changes in scope, deliverables, or assumptions require a mutually executed change order. Provisioning is deemed accepted upon the earlier of Customer’s first production use or five (5) business days after provisioning if no material, documented defects are reported in writing. Customer shall reimburse CareEco with respect to all reasonable travel and out- of-pocket expenses pre-approved in writing.
   3. Usage Metrics. If the module is priced based on transaction, user, record, or other usage metric, Customer must provide accurate and timely data required to calculate such usage. If data is not provided, the minimum monthly fee in Section 6.e applies.
   4. Reliance on Customer Configuration. Customer is solely responsible for configuring rules, workflows, positions or credential mappings, and thresholds within the module, and for the accuracy and legality of such configurations. CareEco is not responsible for decisions, outcomes, or compliance impacts resulting from Customer’s configuration.
   5. Exclusions. Unless explicitly included on the Order Form, custom development, third- party fees, and manual verifications are excluded, but may be available at CareEco’s then- current rates pursuant to a separate written order form or statement of work.

Addendum B — Regulated Data Modules

1. For any module that Processes PHI or other regulated personal data, the following terms shall apply:
   1. BAA. The BAA governs CareEco’s handling of PHI. In the event of a conflict between the BAA and these Master Terms and Product-Specific Terms regarding PHI, the BAA shall control.
   2. Minimum Necessary. Customer will limit data provided to the minimum necessary.
   3. Customer Responsibilities. Customer must: (i) obtain all necessary consents and notices; (ii) ensure its instructions given to CareEco are lawful and within Customer’s authority; (iii) not use the module to store or transmit payment card data unless expressly agreed in writing; and (iv) represent and warrant that it has all rights necessary to provide the data to CareEco and to direct its Processing, and that Customer retains responsibility for compliance with its obligations as controller/covered entity or business associate of a covered entity (as applicable).
   4. Support Access. Customer authorizes CareEco’s support personnel to access Customer’s tenant as reasonably necessary to provide support and maintenance in accordance with Section 7 and the BAA. Customer shall not include PHI in support tickets or unencrypted communications except as explicitly requested by CareEco through a secure channel.

Addendum C — Usage-Based Pricing Modules

1. Where pricing is based on usage (e.g., per claim, per verification, per transaction), the following terms shall apply:
1. Data Provision. Customer shall provide complete and accurate data feeds necessary to measure usage in the format and cadence specified by CareEco in its documentation, as may be updated from time to time. Customer’s failure to provide such data in accordance with this Addendum C shall constitute a material breach of this Agreement. Until accurate data is provided, CareEco may reasonably estimate usage based on available system data and invoice accordingly, subject to reconciliation under subsection c(ii) hereof.
2. Reconciliation. If either party identifies a material variance in reported usage, the parties shall cooperate in good faith to reconcile such variance within sixty (60) days. Any resulting under-payments or over-payments shall be reconciled and adjusted in the next billing cycle. If no variance is raised within sixty (60) days of the applicable invoice date, the invoiced amounts shall be deemed final and accepted.
3. Minimum Monthly Fees. If Customer fails to provide required data for any month, Section 6.e of the Master Terms applies.

Addendum D — Verification, Monitoring, and Exclusions-Check Modules

1. For modules involving license/credential verification, exclusion screening, or similar checks, the following terms shall apply:
   1. Third-Party Sources. CareEco may rely on third-party or publicly available sources designated or approved by Customer. CUSTOMER ACKNOWLEDGES AND AGREES THAT CAREECO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING, AND SHALL NOT BE LIABLE FOR, THE TIMELINESS, ACCURACY, COMPLETENESS, OR AVAILABILITY OF ANY THIRD-PARTY SOURCES. Customer remains responsible for designating authoritative sources and maintaining any required consents or permissions. Third-party outages, changes, or deprecations shall not constitute a breach by CareEco.
   2. Manual Verifications. If a verification cannot be automated, manual verification services may be offered at CareEco’s then-current rates plus any applicable third-party pass-through fees. Customer shall pay all such fees within thirty (30) days of invoice. CareEco reserves the right to decline manual verification requests at its sole discretion, and no specific turnaround times, SLAs, or service levels apply to manual verification services unless expressly agreed in writing.
   3. Reliance and Decisions. Customer is solely responsible for decisions made in reliance on outputs and for complying with all applicable laws governing such decisions. CareEco does not provide legal, compliance, employment, or HR advice, and outputs are provided for informational purposes only.

Addendum E — White-Labeled Modules

1. For any module delivered on a white-labeled basis, the following terms shall apply:
   1. Branding Approval. All Branding Customizations are subject to CareEco’s prior written review and approval in its sole discretion. Such customizations must conform to CareEco’s then-current technical constraints and branding guidelines, as may be updated from time to time. Customer shall not implement, publish, or otherwise use any Branding Customization until CareEco has provided its express written approval. Any Branding Customizations made without such approval will be deemed unauthorized and may be subject to removal or remediation at Customer’s cost. For purposes of this Addendum E, “Branding Customizations” means any changes, modifications, or additions to the visual appearance, design elements, logos, trademarks, color schemes, or other branding aspects of any product, service, platform, or related materials provided by CareEco, whether requested by Customer or otherwise.
   2. Support Tiers. Unless explicitly stated otherwise on the Order Form, Customer shall be solely responsible for providing Tier 1 support to its end users; CareEco will provide reasonable Tier 2/3 support to Customer during CareEco’s normal business hours. Customer shall not direct end users to contact CareEco directly without CareEco’s prior written consent. CareEco reserves the right to charge additional fees for support services outside normal business hours, for issues caused by Customer’s misuse or modification of the modules, or for any end-user support provided directly by CareEco.
   3. EULA. Customer is solely responsible for ensuring that all downstream parties are bound to either (A) CareEco’s then-current End User License Agreement (EULA), as updated from time to time, or (B) Customer’s own end-user agreement that is pre-approved in writing by CareEco and provides protections that are substantially similar to or greater than the EULA. Upon request, Customer will provide CareEco with exemplars of such agreements or written certification of compliance. Customer shall indemnify, defend, and hold CareEco harmless from any claims arising from end users’ non-compliance with the applicable end-user terms.
   4. Metrics Sharing. CareEco may collect and share usage and performance metrics with Customer for service quality, billing purposes, analytics, benchmarking, and product improvement. Rights in and to any such usage, performance, and related data (including any de-identified or aggregated data) are governed exclusively by Section 10 (Intellectual Property; Data) of the Master Terms.
   5. Additional Fees. Fees may apply for branding, custom domains, and multi-tenant configurations, as specified in the Order Form or at CareEco’s prevailing rates at the time of service. Such fees may be billed in advance and are non-refundable once the related services are provided or resources committed.

Addendum F — Implementation and Professional Services

1. If the Order Form includes implementation, configuration, training, data migration, or other professional services, the following terms shall apply:
   1. Scope. The specific scope, deliverables, assumptions, dependencies, and fees will be detailed in the Order Form or in a separate statement of work. Unless expressly stated as fixed-fee, services are provided on a time-and-materials basis and any timelines or level- of-effort figures are estimates only. Changes to scope or assumptions require a mutually executed change order. Customer shall reimburse CareEco with respect to all reasonable, pre-approved travel and out-of-pocket expenses.
   2. Cooperation. Each Party will provide prompt cooperation, personnel, and access as reasonably necessary. CareEco may rely on the instructions and approvals of Customer’s designated project lead. Customer-caused delays, unavailability, or cancellations may result in project schedule adjustments, standby or cancellation charges, and do not relieve Customer of payment obligations.'
   3. Acceptance. Unless otherwise agreed in writing, deliverables will be deemed accepted upon the earliest of: (A) Customer’s written approval; (B) Customer’s first productive use of the deliverable; (C) payment of the invoice covering the deliverable; or (D) ten (10) days following delivery, provided that Customer has not reported a Material Nonconformity in reasonable detail within that period. For purposes of this Addendum F, a “Material Nonconformity” means a reproducible failure to conform in all material respects to the mutually agreed written specifications for the applicable deliverable, and excludes issues resulting from Customer data, Customer systems, or third-party components, or requests to change scope. If a timely and properly detailed notice of Material Nonconformity is provided, CareEco will use commercially reasonable efforts to cure, and the deliverable will be deemed accepted upon the earlier of resolution of the reported nonconformity or five (5) days after CareEco’s redelivery unless Customer provides a further reasonable, detailed rejection notice identifying the remaining Material Nonconformity. Acceptance may not be unreasonably withheld, conditioned, or delayed, and shall be on a milestone-by-milestone basis. Any use for training, testing, configuration, or evaluation prior to production shall not constitute acceptance unless otherwise agreed in writing. The foregoing is the sole and exclusive acceptance procedure for professional services deliverables under these Master Terms.
   4. Changes. Any material changes to the services, fees, timelines, or deliverables must be set forth in a written change order executed by Customer and an authorized CareEco signatory. CareEco will have no obligation to commence any changed or additional work until the change order is fully executed, any required upfront amounts are paid, and schedules are adjusted accordingly. Customer-requested changes, accelerations, or failures to timely provide dependencies, data, environments, or approvals will entitle CareEco to an equitable adjustment to the timeline, fees (at CareEco’s then-current rates), and milestones. Oral or informal directions, emails, or purchase orders will not modify the scope absent a duly executed change order.