Master Subscription Agreement

Effective Date: October 21, 2026

This Master Subscription Agreement (together with the Business Associate Agreement, any Order, and all other documents incorporated by reference, as each may be amended from time to time, this “Agreement”) is a binding contract between PRESCRIPTA, LLC, a Florida limited liability company, together with its affiliates (“Prescripta,” “we,” or “us”), and the business entity or organization that accepts this Agreement or accesses or uses the Services (“Customer” or “you”). Prescripta and Customer are each a “Party” and together the “Parties.”

PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING “I ACCEPT” OR A SIMILAR BUTTON, BY EXECUTING AN ORDER THAT REFERENCES THIS AGREEMENT, OR BY CREATING AN ACCOUNT FOR, PURCHASING, ACCESSING, OR USING THE SERVICES (INCLUDING AS A BETA PARTICIPANT), YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE BUSINESS ASSOCIATE AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

1. ACCEPTANCE

1.1 Acceptance and Authority. The individual accepting this Agreement represents and warrants that he or she is at least eighteen (18) years of age and has full authority to bind Customer. If you accept on behalf of one or more affiliated entities, you represent that you are authorized to bind each of them, and Customer remains responsible for each such entity’s compliance. The Services are offered only to businesses, healthcare organizations, and professionals for business purposes, and not to consumers for personal, family, or household use.

1.2 Electronic Acceptance. Acceptance by electronic means constitutes a valid and binding signature for all purposes, including under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., the Florida Electronic Signature Act, Fla. Stat. § 668.001 et seq., and the Uniform Electronic Transaction Act, Fla. Stat. § 668.50. No handwritten signature is required. Prescripta may record the date, time, version accepted, and account credentials associated with each acceptance, and that record constitutes conclusive evidence of acceptance absent manifest error.

2. SERVICES; AUTHORIZED USERS AND ACCESS

2.1 Access Grant. Subject to Customer’s continued compliance with this Agreement and, after the Beta Period, payment of all applicable fees, Prescripta grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable term for its Authorized Users to access and use the Services, in accordance with the Documentation and any usage limits in the applicable Order, solely for Customer’s internal business purposes.

2.2 Authorized Users. Customer is responsible for provisioning and promptly deactivating Authorized User accounts, for limiting the number of Authorized Users to any quantity set out in the applicable Order, and for ensuring each Authorized User complies with this Agreement. User credentials are personal to each Authorized User and may not be shared. Customer is responsible and liable for all use of the Services under its account, whether or not authorized by Customer, and any act or omission of an Authorized User that would breach this Agreement if committed by Customer is a breach by Customer.

2.3 Account Security. Customer shall maintain the confidentiality of all credentials, use any multi-factor authentication and access controls the Services make available, and notify Prescripta promptly upon learning of any actual or suspected unauthorized access to its account.

2.4 Support. Except as expressly stated in an Order, Prescripta has no obligation to provide support, maintenance, upgrades, or new releases. Any support Prescripta elects to provide is at its discretion and may be changed or discontinued at any time.

2.5 Third-Party Services. The Services may interoperate with third-party products, services, or data sources (for example, electronic health record, e-prescribing, pharmacy, laboratory, payment, or communication platforms) (“Third-Party Services”). Third-Party Services are governed solely by the terms between Customer and the applicable third party. Prescripta does not warrant, support, or assume responsibility for any Third-Party Service, and may suspend or discontinue any integration at any time without liability.

2.6 Reservation of Rights. Prescripta reserves all rights not expressly granted in this Agreement. Nothing in this Agreement grants Customer, by implication, waiver, estoppel, or otherwise, any right, title, or interest in or to the Prescripta IP other than the limited access right in Section 2.1.

2.7 Non-Exclusivity. Nothing in this Agreement restricts Prescripta from providing the same or similar services to any other person.

3. BETA PROGRAM

3.1 Application. This Section 3 applies to all access to and use of the Services during the Beta Period, including by any Customer that has executed a separate evaluation, pilot, or beta agreement with Prescripta (in which case that agreement and this Section 3 apply together, and the separate agreement controls to the extent of any direct conflict). During the Beta Period, this Section 3 controls over any conflicting provision of this Agreement. Prescripta determines, in its sole discretion, when the Beta Period begins and ends for the Services or any feature.

3.2 Purpose of Beta Access. Beta access is provided so that Customer may evaluate and test the Services for its internal business purposes and provide Feedback to Prescripta. Beta access is not a commercial subscription, and Customer’s access to and use of the Services after the Beta Period is subject to Customer’s acceptance of the then-current version of this Agreement and any applicable Order and fees.

3.3 Pre-Release Nature. Customer acknowledges that Beta Services are pre-release, may contain errors, defects, and vulnerabilities, may not operate as intended or as described in the Documentation, may be incomplete, and may be changed, suspended, or discontinued at any time, with or without notice. Prescripta has no obligation to make any beta feature generally available, to maintain any feature in its beta form, or to preserve any configurations, workflows, or data entered during the Beta Period.

3.4 Production and Clinical Reliance. The Beta Services are not intended for production use or for reliance in any clinical, diagnostic, prescribing, or treatment decision. Customer shall independently verify any information generated, displayed, or transmitted by the beta Services before relying on it, and shall maintain independent systems and procedures sufficient to continue its operations and patient care without the Services.

3.5 Data During the Beta Period. Prescripta strongly recommends that Customer use test, sample, or de-identified data during the Beta Period wherever practicable, and that Customer submit PHI only to the extent necessary for its evaluation. Customer is solely responsible for the accuracy, integrity, and legality of all data it submits and for maintaining independent backup copies of Customer Data. Prescripta implements administrative, technical, and physical safeguards appropriate for a pre-release environment. To the extent Customer submits PHI, Prescripta will handle that PHI in accordance with the BAA and HIPAA, and nothing in this Section 3 limits Prescripta's obligations under the BAA or HIPAA.

3.6 Fees. Unless an Order expressly states otherwise, no fees are payable for access to the Services during the Beta Period. Customer acknowledges that this arrangement is made in consideration of the disclaimers, exclusions, and limitations of liability in this Agreement.

3.7 Beta Participant Pricing. Prescripta may, in its sole discretion, offer beta participants preferential pricing or other incentives for a subscription to the generally available Services (“Beta Participant Pricing”). Any Beta Participant Pricing is personal to the Customer to which it is offered, applies only on the terms and for the period stated in Prescripta’s offer, and expires automatically if not accepted within that period or upon Customer’s notice that it does not wish to proceed. Prescripta has no obligation to offer Beta Participant Pricing or any preferential terms, and no obligation to continue providing access to the Services after the Beta Period unless and until Customer enters into a paid subscription.

3.8 Feedback and Testing Cooperation. Customer shall use reasonable efforts to test the Services, report errors and issues promptly, and respond to reasonable Prescripta requests for Feedback. All Feedback is governed by Section 8.4.

3.9 Confidentiality of Beta Services. The beta Services, including all features, functionality, designs, screens, Documentation, roadmaps, and any performance, testing, or evaluation results, are Confidential Information of Prescripta and may not be disclosed to any third party without Prescripta's prior written consent.

3.10 Termination of Beta Access. Either Party may terminate Customer’s participation in the Beta Period at any time, with or without cause, upon notice to the other Party, and Prescripta may end the Beta Period for any or all customers at any time. Upon termination of beta access, Section 13.5 applies.

3.11 BETA LIABILITY CAP. DURING THE BETA PERIOD, AND NOTWITHSTANDING SECTION 12.2, PRESCRIPTA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE BETA SERVICES, THIS AGREEMENT, AND THE BAA SHALL NOT EXCEED FIVE THOUSAND DOLLARS ($5,000), SUBJECT TO THE EXCLUSIONS IN SECTION 12.3.

4. CUSTOMER RESPONSIBILITIES AND RESTRICTIONS

4.1 Compliance with Law. Customer is solely responsible for its and its Authorized Users’ use of the Services in compliance with all applicable federal, state, and local laws, regulations, and professional standards, including HIPAA, state health information privacy and breach notification laws, and laws governing the practice of medicine and pharmacy, prescribing, telehealth, controlled substances, patient communications and consent, billing and coding, fraud and abuse, and anti-kickback matters. Customer is responsible for obtaining all licenses, registrations, consents, authorizations, and notices required for its use of the Services and for Prescripta’s processing of Customer Data as contemplated by this Agreement.

4.2 Restrictions. Customer shall not, and shall not permit any Authorized User or other person to, directly or indirectly: (a) copy, modify, translate, or create derivative works of the Services or Documentation, in whole or in part; (b) rent, lease, lend, sell, resell, sublicense, assign, distribute, publish, or otherwise make the Services available to any third party, including on a time-sharing, service bureau, or software-as-a-service basis; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive the source code, algorithms, models, or underlying structure of the Services; (d) bypass, disable, or breach any security device, access control, usage limit, or other technical protection of the Services, or conduct any penetration test, vulnerability scan, or load test without Prescripta’s prior written consent; (e) use the Services in a manner that infringes, misappropriates, or violates any intellectual property, privacy, or other right of any person, or that violates any applicable law; (f) introduce any virus, malware, or other harmful code, or interfere with, degrade, or disrupt the integrity, availability, or performance of the Services or any data in them; (g) access or use the Services for benchmarking or competitive analysis, to build or assist in building a competing product or service, or for any other purpose that is to Prescripta’s detriment or commercial disadvantage; (h) scrape, crawl, or harvest data from the Services, or access the Services through any automated means, bot, or artificial intelligence agent except through interfaces Prescripta expressly makes available for that purpose; (i) use any data, content, or output of the Services to train, fine-tune, or develop any machine learning or artificial intelligence model without Prescripta’s prior written consent; (j) share login credentials or permit access by anyone other than Authorized Users; or (k) use the Services or Documentation other than as expressly permitted by this Agreement.

4.3 Monitoring. Prescripta may monitor Customer’s use of the Services to provide, secure, and improve the Services and to verify compliance with this Agreement.

4.4 Customer Systems. Customer is responsible for obtaining and maintaining all equipment, devices, internet access, browsers, and third-party software needed to access the Services, and for the security of its own systems and networks.

5. PROTECTED HEALTH INFORMATION; DATA SECURITY

5.1 Business Associate Agreement. To the extent Customer is a covered entity or business associate under HIPAA and Prescripta creates, receives, maintains, or transmits PHI on Customer’s behalf through the Services, the BAA applies and is incorporated into this Agreement. Prescripta acts as Customer’s business associate (or subcontractor, as applicable). By accepting this Agreement, Customer accepts the BAA. In the event of a conflict between this Agreement and the BAA, the BAA controls solely with respect to the use, disclosure, and protection of PHI, and this Agreement controls as to all other matters, including fees, warranties, disclaimers, indemnification procedures, and limitations of liability.

5.2 Customer Authorizations. Customer represents and warrants that it has obtained, and will maintain, all authorizations, consents, and legal permissions required to disclose PHI and other Customer Data to Prescripta and to permit Prescripta’s processing of that data as contemplated by this Agreement and the BAA.

5.3 Restricted Data. Customer shall not submit PHI through any field, feature, or channel not designated by Prescripta to receive PHI, including support tickets, chat or feedback forms, file names, and email subject lines. Unless Prescripta agrees otherwise in writing, Customer shall not submit to the Services any substance use disorder records governed by 42 C.F.R. Part 2, records governed by the Family Educational Rights and Privacy Act, payment card data, or other data for which applicable law imposes obligations more stringent than HIPAA.

5.4 Security. Prescripta will maintain administrative, physical, and technical safeguards designed to protect Customer Data, consistent with the BAA as to PHI. Customer acknowledges that no method of transmission or storage is completely secure, and Customer remains responsible for its configuration of the Services, user access controls, credential security, and the security of its own systems.

5.5 Privacy Policy. Prescripta’s collection and use of account, billing, usage, and other information that is not PHI is described in the Prescripta Privacy Policy at prescripta.com/privacy, as amended from time to time.

6. CLINICAL DISCLAIMER; AUTOMATED OUTPUTS

6.1 No Medical Advice. Prescripta is a technology provider, not a healthcare provider, pharmacy, or payer. The Services are tools that support Customer’s own operations and are not a substitute for the independent professional judgment of licensed healthcare professionals. Customer and its licensed professionals are solely responsible for all clinical, diagnostic, prescribing, dispensing, and treatment decisions, for patient care and communications, and for the accuracy and completeness of medical records, prescriptions, claims, and other documents created or transmitted using the Services.

6.2 Automated and AI-Assisted Outputs. Certain features of the Services may generate content, suggestions, summaries, alerts, or other outputs using automated processes, which may include artificial intelligence or machine learning (“Outputs”). Outputs are drafts and workflow aids only. Outputs may be inaccurate, incomplete, or inappropriate for a particular patient or situation. Customer shall ensure that a qualified professional reviews, verifies, and takes responsibility for any Output before it is relied on, entered into a medical record, communicated to a patient, or submitted to any payer, pharmacy, or government authority. Prescripta makes no warranty as to the accuracy, completeness, clinical appropriateness, or regulatory or billing compliance of any Output.

6.3 Recording and Consent. If Customer uses any feature that records, transcribes, or analyzes communications, Customer is solely responsible for providing all notices and obtaining all consents required by law, including under Fla. Stat. § 934.03 and any other applicable all-party consent law.

7. FEES AND PAYMENT

7.1 Fees. Following the Beta Period (or earlier, if an Order so provides), Customer shall pay the fees set out in the applicable Order or, if none, Prescripta’s then-current published pricing for the plan Customer selects. Unless the Order states otherwise, fees are billed in advance on a monthly basis and are based on subscriptions purchased, not actual usage.

7.2 Payment Authorization. Customer authorizes Prescripta, directly or through its third-party payment processor, to charge the credit card, debit card, or bank account on file for all fees when due, including recurring fees for each renewal period, without further authorization. Customer shall keep its payment information current.

7.3 Non-Refundable. Except as expressly stated in this Agreement or required by law, all fees are non-cancellable and non-refundable, and no credit is given for partial periods or unused subscriptions.

7.4 Late Payment. Overdue amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, from the due date until paid. If any amount remains unpaid for thirty (30) days after its due date, Prescripta may suspend the Services or limit them to read-only access until all amounts are paid, and if any amount remains unpaid for sixty (60) days, Prescripta may terminate this Agreement. Customer shall reimburse Prescripta’s reasonable costs of collection, including attorneys’ fees.

7.5 Price Changes. Prescripta may change its fees or pricing structure at any time by posting the new pricing or updating this Agreement or the applicable Order. Price changes take effect beginning with Customer’s next billing period that starts after the change is posted, and Customer’s continued use of the Services after that date constitutes acceptance of the new pricing.

7.6 Taxes. Fees exclude all sales, use, value-added, withholding, and similar taxes, duties, and assessments (“Taxes”). Customer is responsible for all Taxes associated with its purchases, other than taxes on Prescripta’s net income. If Prescripta is required to collect or pay Taxes (including by federal, state, or local government entities), Prescripta will invoice Customer and Customer shall pay them unless Customer provides a valid exemption certificate.

8. OWNERSHIP OF DATA AND FEEDBACK

8.1 Prescripta IP. As between the Parties, Prescripta owns all right, title, and interest, including all intellectual property rights, in and to the Prescripta IP.

8.2 Customer Data. As between the Parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants Prescripta and its subcontractors a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data as necessary to provide, secure, support, and improve the Services, to prevent or address technical or security issues, and as otherwise permitted by this Agreement; provided that, to the extent Customer Data is PHI, this license is subject to the BAA and HIPAA. Prescripta will not sell PHI.

8.3 Aggregated and Usage Data. Notwithstanding anything to the contrary, Prescripta may collect and compile (a) data and information relating to the use, operation, and performance of the Services (“Usage Data”), and (b) data derived from Customer Data that has been de-identified in accordance with 45 C.F.R. § 164.514 and aggregated so that it does not identify Customer, any Authorized User, or any individual (together with Usage Data, “Aggregated Data”). Prescripta owns all Aggregated Data and may use it during and after the term of this Agreement for any lawful purpose, including to operate, analyze, develop, and improve its products and services and to compile statistical and performance information, which Prescripta may make publicly available in a form that does not identify Customer or any individual.

8.4 Feedback. If Customer, any Authorized User, or any of Customer’s employees, contractors, or agents provides suggestions, comments, ideas, bug reports, enhancement requests, or other feedback regarding the Services or Prescripta IP (“Feedback”), all Feedback is non-confidential, and Customer hereby assigns (and shall cause its personnel to assign) to Prescripta all right, title, and interest in and to the Feedback. Prescripta may use Feedback for any purpose without attribution or compensation, but is not required to use it.

9. CONFIDENTIALITY; PUBLICITY

9.1 Confidential Information. “Confidential Information” means all non-public information disclosed by or on behalf of a Party (“Discloser”) to the other Party (“Recipient”) in connection with this Agreement that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including technical data, software functionality, product roadmaps, pricing, business information, and performance or evaluation results. Prescripta’s Confidential Information includes the Services, Documentation, and all Beta Services and related information described in Section 3.9. PHI is governed by the BAA rather than this Section 9.

9.2 Exclusions. Confidential Information does not include information that (a) is or becomes generally available to the public without breach by Recipient, (b) was known to Recipient without restriction before receipt from Discloser, (c) is received from a third party without restriction and without breach of any obligation owed to Discloser, or (d) is independently developed by Recipient without use of Discloser’s Confidential Information.

9.3 Obligations. Recipient shall use Discloser’s Confidential Information solely to perform its obligations or exercise its rights under this Agreement, shall disclose it only to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section 9, and shall protect it using at least a reasonable standard of care. Recipient may disclose Confidential Information to the extent required by law or court order, after giving Discloser prompt notice (where legally permitted) and reasonable cooperation in seeking a protective order.

9.4 Prior Agreements. If Customer and Prescripta have entered into a separate non-disclosure agreement, that agreement remains in effect and applies in addition to this Section 9; in the event of a conflict, the provision more protective of Prescripta’s Confidential Information controls.

9.5 Duration. The obligations in this Section 9 survive for five (5) years after expiration or termination of this Agreement, and, as to trade secrets, for as long as the information remains a trade secret under applicable law.

9.6 Return or Destruction. Upon termination or Discloser’s written request, Recipient shall promptly return or destroy Discloser’s Confidential Information and certify that it has done so upon request, except for copies retained in routine backups or as required by law, which remain subject to this Section 9.

9.7 Publicity. Customer shall not issue any press release or make any public statement regarding this Agreement, its participation in the Beta Period, or its use of the Services without Prescripta’s prior written consent. Prescripta may identify Customer by name and logo as a customer of Prescripta in its marketing materials and customer lists, unless Customer opts out by written notice to Prescripta.

10. WARRANTIES; DISCLAIMERS

10.1 Mutual. Each Party represents and warrants that it is duly organized and in good standing and has full power and authority to enter into and perform this Agreement.

10.2 Customer. Customer represents and warrants that (a) it has all rights, consents, and permissions necessary to submit Customer Data to the Services and to grant the licenses in this Agreement, (b) Customer Data and its use of the Services do not and will not violate applicable law or any third party’s rights, and (c) Customer and its Authorized Users hold all licenses and registrations required for the activities they conduct using the Services.

10.3 Limited Service Warranty (Post-Beta Only). For paid subscriptions to generally available Services only, Prescripta warrants that the Services will perform materially in accordance with the Documentation during the subscription term. Customer’s sole and exclusive remedy, and Prescripta’s sole obligation, for breach of this warranty is for Prescripta to use commercially reasonable efforts to correct the nonconformity or, if Prescripta cannot do so within a reasonable time, for either Party to terminate the affected subscription, in which case Prescripta will refund any prepaid fees for the unused remainder of the term. This warranty does not apply to Beta Services, free Services, Outputs, Third-Party Services, or nonconformities caused by Customer’s misuse, modification, or combination of the Services with anything not provided by Prescripta.

10.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.3, THE SERVICES, OUTPUTS, DOCUMENTATION, AND ALL PRESCRIPTA IP ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND PRESCRIPTA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PRESCRIPTA DOES NOT WARRANT THAT THE SERVICES OR ANY OUTPUTS WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY OTHER SOFTWARE OR SYSTEM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY DATA WILL BE PRESERVED WITHOUT LOSS. THE BETA SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND.

10.5 Assumption of Risk. Customer’s use of the Services, and particularly of Beta Services, is at Customer’s sole risk. Except to the extent of Prescripta’s express obligations under the BAA, Customer assumes full responsibility for any loss of data, system failure, interruption of operations, or other damage arising from its use of the Services, including any interaction with Customer’s internal systems or Third-Party Services.

11. INDEMNIFICATION

11.1 By Customer. Customer shall defend, indemnify, and hold harmless Prescripta and its affiliates and their respective members, managers, officers, employees, and agents (the “Prescripta Indemnitees”) from and against any and all losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim, suit, action, investigation, or proceeding (including by a patient or a governmental authority) (each, a “Claim”) to the extent arising from or alleging: (a) Customer Data, or Prescripta’s use of Customer Data as permitted by this Agreement, infringes, misappropriates, or violates any third party’s rights or applicable law; (b) Customer’s or any Authorized User’s negligence, willful misconduct, or violation of applicable law; (c) use of the Services in breach of this Agreement or in a manner not authorized by it; (d) use of the Services in combination with any data, software, hardware, or technology not provided or authorized in writing by Prescripta; (e) any clinical, diagnostic, prescribing, dispensing, treatment, billing, or patient-communication decision or action of Customer or its personnel, including any reliance on Outputs; or (f) Customer’s breach of its obligations relating to PHI, including any failure to obtain required authorizations, consents, or permissions, or any violation of HIPAA or other healthcare laws.

11.2 By Prescripta (Post-Beta Only). For paid subscriptions to generally available Services only, Prescripta shall defend Customer against any Claim alleging that the Services, as provided by Prescripta and used in accordance with this Agreement, infringe a United States patent, copyright, or trademark or misappropriate a trade secret, and shall pay damages finally awarded or settlement amounts agreed by Prescripta. Prescripta has no obligation for any Claim arising from Customer Data, Outputs, Third-Party Services, Beta Services, modifications not made by Prescripta, combinations described in Section 11.1(d), or use in breach of this Agreement. If the Services are or may become subject to such a Claim, Prescripta may, at its option, procure the right for Customer to continue using them, modify them to be non-infringing, or terminate the affected subscription and refund prepaid fees for the unused remainder of the term. This Section 11.2 states Prescripta’s entire liability and Customer’s exclusive remedy for infringement claims.

11.3 Procedure. The indemnified party shall give the indemnifying party prompt written notice of the Claim (provided that failure to do so relieves the indemnifying party only to the extent it is materially prejudiced) and reasonable cooperation at the indemnifying party’s expense. For Claims under Section 11.1, Prescripta may, at its option, assume control of the defense and settlement with counsel of its choosing at Customer’s reasonable expense. Customer shall not settle any Claim in a manner that imposes any liability or obligation on, or admits fault by, any Prescripta Indemnitee without Prescripta’s prior written consent.

11.4 BAA. Any indemnification obligations in the BAA apply in addition to, and not in lieu of, this Section 11.

12. LIMITATION OF LIABILITY

12.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PRESCRIPTA OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE BAA, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PRESCRIPTA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE OTHERWISE FORESEEABLE.

12.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO SECTION 3.11 DURING THE BETA PERIOD, PRESCRIPTA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE BAA, TAKEN TOGETHER, UNDER ANY LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO PRESCRIPTA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Exclusions. The limitations in this Section 12 and Section 3.11 do not apply to (a) Customer’s payment obligations, (b) Customer’s indemnification obligations under Section 11.1 or the BAA, including Claims arising from Customer’s misuse of PHI or violation of HIPAA, (c) Customer’s breach of Section 4.2, or (d) a Party’s liability for its willful misconduct, or any other liability that cannot be limited under applicable law.

12.4 Basis of the Bargain. The Parties agree that the disclaimers, exclusions, and limitations in Sections 3, 6, 10, and 12 are fundamental elements of the basis of the bargain between them, are reflected in the fees (including the absence of fees during the Beta Period), and apply even if any limited remedy fails of its essential purpose.

13. TERM AND TERMINATION

13.1 Term. This Agreement begins on the earlier of Customer’s acceptance of it or Customer’s first access to the Services, and continues until all subscriptions and any beta access have expired or been terminated.

13.2 Subscription Term and Renewal. Each paid subscription runs for the term stated in the applicable Order or, if none is stated, month to month. Unless the Order states otherwise, each subscription automatically renews for successive periods equal to the initial term unless either Party gives notice of non-renewal before the end of the then-current term. Non-renewal by Customer may be given through the account settings in the Services or by notice under Section 16.8.

13.3 Termination. Either Party may terminate this Agreement upon written notice if the other Party materially breaches it and fails to cure the breach within thirty (30) days after receiving notice describing it. Prescripta may also terminate this Agreement or any subscription for convenience upon at least seven (7) days’ prior written notice to Customer, in which case Prescripta will refund any prepaid fees for the unused remainder of the then-current term. Beta access may be terminated as provided in Section 3.10.

13.4 Suspension. Prescripta may suspend, restrict, or terminate Customer’s or any Authorized User’s access to the Services immediately, with or without notice, if Prescripta reasonably determines that (a) Customer’s or any Authorized User’s use poses a security risk to the Services, Prescripta, or any third party, (b) Customer is in breach of this Agreement, including any payment obligation, (c) the use may subject Prescripta to liability or violate applicable law, or (d) suspension is required by law or a governmental authority. Prescripta will use reasonable efforts to restore access once the cause of the suspension is resolved.

13.5 Effect of Termination. Upon expiration or termination for any reason: (a) all rights granted to Customer end and Customer shall immediately cease all use of the Services; (b) Customer shall pay all fees accrued through the effective date of termination; (c) each Party shall return or destroy the other’s Confidential Information under Section 9.6; and (d) for thirty (30) days after termination, upon Customer’s written request and provided Customer has paid all amounts due (except that Prescripta’s obligations under the BAA with respect to the return or destruction of PHI are not conditioned on payment), Prescripta will make Customer Data available for export in a format Prescripta then supports. After that period, Prescripta has no obligation to retain Customer Data and may delete it, subject to the BAA’s provisions on the return or destruction of PHI. Customer is responsible for exporting its data before termination.

13.6 Survival. Sections 1.2, 3.3 through 3.5, 3.9, 3.11, 4, 5.2, 5.3, 6, 7 (as to amounts accrued), 8, 9, 10.4, 10.5, 11, 12, 13.5, 13.6, 14, 15, and 16, and any other provision that by its nature should survive, survive expiration or termination of this Agreement.

14. AMENDMENTS TO AGREEMENT AND SERVICES

14.1 Amendments at Any Time Without Notice. PRESCRIPTA MAY AMEND, MODIFY, SUPPLEMENT, OR REPLACE THIS AGREEMENT (INCLUDING THE BAA AND ANY POLICY OR DOCUMENT INCORPORATED BY REFERENCE) AT ANY TIME, IN ITS SOLE DISCRETION, WITHOUT NOTICE TO CUSTOMER, BY POSTING THE AMENDED VERSION ON PRESCRIPTA’S WEBSITE OR WITHIN THE SERVICES. Each amended version is effective immediately upon posting, unless it states a later effective date, and will be identified by an updated “Last Updated” date. Prescripta may, but is not required to, provide notice of any amendment by email, in-app message, or otherwise, and providing notice of one amendment does not obligate Prescripta to provide notice of any other.

14.2 Customer’s Responsibility; Acceptance. Customer is responsible for regularly reviewing this Agreement. Customer’s or any Authorized User’s continued access to or use of the Services after an amended version is posted constitutes Customer’s acceptance of, and agreement to be bound by, the amended version. If Customer does not agree to an amendment, Customer’s sole and exclusive remedy is to stop using the Services and terminate its account.

14.3 Prospective Application. An amendment applies only to claims and disputes arising, and to events occurring, on or after the amendment’s effective date, and does not apply to any claim or dispute of which either Party had notice before that date. Price changes take effect as provided in Section 7.5.

14.4 Changes to the Services. Prescripta may modify, update, add, or remove any feature or functionality of the Services at any time, with or without notice, including during and after the Beta Period.

14.5 No Other Modification. Except as provided in this Section 14, this Agreement may be modified only by a written instrument signed by an authorized officer of Prescripta. Prescripta rejects, and is not bound by, any additional or different terms proposed by Customer, including in any purchase order, vendor registration, security addendum, or Customer form of business associate agreement, unless expressly agreed to in a writing signed by an authorized officer of Prescripta.

15. GOVERNING LAW; VENUE; JURY WAIVER

15.1 Governing Law. This Agreement and all disputes arising out of or relating to it, the BAA, or the Services are governed by the laws of the State of Florida, without regard to its conflict of laws principles, except to the extent governed by federal law.

15.2 Venue. The Parties irrevocably submit to the exclusive jurisdiction of the state courts located in Osceola County, Florida, and the United States District Court for the Middle District of Florida, Orlando Division, for any suit, action, or proceeding arising out of or relating to this Agreement, the BAA, or the Services, and waive any objection based on inconvenient forum.

15.3 JURY WAIVER. EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BAA, OR THE SERVICES.

15.4 No Class Actions. To the extent permitted by law, all claims must be brought in a Party’s individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

15.5 Equitable Relief. A breach or threatened breach of Sections 4.2, 8, or 9 would cause Prescripta irreparable harm for which monetary damages would not be an adequate remedy. Prescripta is entitled to seek equitable relief, including a temporary restraining order, injunction, and specific performance, without posting bond or other security and without proving actual damages, in addition to all other available remedies.

15.6 Attorneys’ Fees. Both Parties each agree that the prevailing party in any action to enforce any breach of any covenant or term in this Agreement shall be reimbursed by the other party for all expenses and reasonable attorneys’ fees incurred by that party to enforce this Agreement at all levels of proceeding, including, without limitation, pretrial, trial, appeal, proceedings to determine reasonableness, entitlement, or amount of such fees and costs, and collection proceedings in furtherance thereof.

16. MISCELLANEOUS

16.1 Entire Agreement; Order of Precedence. This Agreement, including the BAA, each Order, and the documents incorporated by reference, is the entire agreement of the Parties regarding its subject matter and supersedes all prior and contemporaneous understandings regarding that subject matter, except any separate non-disclosure, evaluation, or beta agreement as provided in Sections 3.1 and 9.4. In the event of a conflict, the following order of precedence applies: (a) the BAA, solely as to PHI; (b) Section 3, during the Beta Period; (c) an Order, solely as to pricing, quantities, and subscription term; and (d) the remainder of this Agreement.

16.2 Assignment. Customer may not assign, transfer, or delegate this Agreement or any of its rights or obligations, whether voluntarily, by operation of law, or otherwise, without Prescripta’s prior written consent, and any attempt to do so is void. Prescripta may assign this Agreement without consent, including to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. This Agreement binds and benefits the Parties and their permitted successors and assigns.

16.3 Force Majeure. Neither Party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, hurricanes, war, terrorism, cyberattacks not caused by the affected Party’s failure to maintain reasonable safeguards, labor disputes, pandemics, government actions, and failures of the internet, utilities, hosting providers, or Third-Party Services.

16.4 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship, and neither Party may bind the other.

16.5 No Third-Party Beneficiaries. Except for the Prescripta Indemnitees, there are no third-party beneficiaries of this Agreement, and no patient or other individual is a third-party beneficiary.

16.6 Severability; Waiver. If any provision of this Agreement is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force. No failure or delay in exercising any right is a waiver of it, and no waiver is effective unless in writing and signed by the waiving Party. A waiver of any default is not a waiver of any other or later default.

16.7 Construction. Headings are for convenience only. “Including” means “including without limitation.” This Agreement will not be construed against either Party as the drafter.

16.8 Notices. Prescripta may give notice to Customer by email to the administrative or billing contact on Customer’s account, by notice posted within the Services, or by posting on Prescripta’s website, and such notice is effective when sent or posted. Customer is responsible for keeping its contact information current and ensuring that Prescripta’s emails are not blocked. Customer shall give notice to Prescripta in writing to: PRESCRIPTA LLC, Attn: Legal, 6470 Way Point Boulevard, Saint Cloud, Florida 34773, with a copy by email to legal@prescripta.com. Notices to Prescripta are effective upon actual receipt. Notices required under the BAA must also comply with the BAA.

17. DEFINITIONS

17.1 In addition to the other terms defined in this Agreement:

“Authorized User” means an employee, contractor, or agent of Customer whom Customer authorizes to access the Services under Customer’s account.

“BAA” means the Prescripta Business Associate Agreement posted at prescripta.com/baa, as amended from time to time, which is incorporated into this Agreement by reference.

“Beta Period” means any period during which Prescripta designates the Services, or any feature of them, as “beta,” “pre-release,” “preview,” “evaluation,” “early access,” or a similar designation. As of the Last Updated date above, the Services as a whole are in the Beta Period.

“Beta Services” means the Services, or any feature of the Services, that Prescripta designates as beta, pre-release, preview, evaluation, early access, or similarly designated during the Beta Period.

“Customer Data” means information, data, and other content, in any form or medium, submitted, uploaded, or transmitted to the Services by or on behalf of Customer or its Authorized Users, including PHI.

“Documentation” means the user guides, help materials, and specifications for the Services that Prescripta makes available, as updated from time to time.

“Last Updated” means the date identified as the Effective Date at the beginning of this Agreement.

“Order” means any online sign-up flow, subscription plan selection, order form, quote, or invoice through which Customer subscribes to the Services, each of which is governed by this Agreement.

“PHI” and “HIPAA” have the meanings given in the BAA.

“Prescripta IP” means the Services, the Documentation, the Prescripta platform and software, Aggregated Data, Feedback, and all related technology, content, designs, know-how, and intellectual property rights, including all modifications, improvements, and derivative works of any of the foregoing.

“Services” means the Prescripta healthcare software-as-a-service platform and any related software, applications, integrations, features, and support that Prescripta makes available to Customer, including during the Beta Period.

18. CONTACT

Questions about this Agreement may be directed to legal@prescripta.com