HEALTHFLOWRX TERMS OF SERVICE

Version 1.0 | Effective Date: October 1, 2026

1. These Terms of Service will apply to the use of the Services (as defined below) by the Customer identified on the Order Form referencing these Terms of Service. The “Services” means collectively HPS’s online software services (the “Online Services”), support services, and the Implementation Services (as defined below and as applicable). Customer and HPS are each a “Party” and collectively, the “Parties.”
2. By accepting these Terms of Service, either through executing an Order Form that references these Terms of Service, or by signing these Terms of Service directly, Customer agrees that its use of the Services is subject to and governed by these Terms of Service and the terms on the Order Form (the Order Form and these Terms of Service, the “Agreement”).
3. If the signatory to this Agreement is entering into this Agreement on behalf of a company or other legal entity, such signatory represents that such signatory has the authority to bind such entity to this Agreement. Neither signatory nor Customer may use the Services if signatory does not have such authority.
4. HPS shall provide implementation services, support and training services and other professional services (“Implementation Services”) as agreed by the Parties in an Order Form. The scope of such Implementation Services may be agreed to in a separate Statement of Work executed by the Parties (each an “SOW”). Upon execution of an SOW by the Parties, the SOW shall become a part of, and shall be subject to, the terms of this Agreement. HPS shall control the means, methods, and manner of its performance of the Implementation Services delivered under this Agreement. If there is a conflict between an SOW and these Terms of Service, the Terms of Service shall prevail. HPS may utilize subcontractors in its provision of the Implementation Services, provided that HPS shall remain liable for all subcontractor acts and omissions related to providing such Implementation Services.

1. HPS hereby grants to Customer a non-exclusive, non-transferable, worldwide, non-sublicensable right and license to use the Services for Customer’s internal business purposes for the term specified in the applicable Order Form, subject to the terms of this Agreement and the applicable Order Form. HPS reserves all rights, title, and interest in and to the Services, including all related intellectual property rights, subject to the limited rights expressly granted hereunder.
2. The Services may include or operate in conjunction with materials and information, including software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to HPS (“Third-Party Materials”), such third parties including without limitation AthenaHealth and Salesforce. Third-Party Materials may be provided pursuant to the terms and conditions of the applicable third-party license agreement. Customer shall comply with all such third-party license agreements.

HPS will provide to Customer the following support services related to the Online Services for the duration of the Agreement:

1. the support services for the Online Services described on the Order Form; and
2. programming to correct any demonstrated errors in the Online Services necessary to enable reasonable use of the Online Services.

Customer should promptly report any errors in the operation of the Online Services to HPS through the ticketing system accessible via the Services platform. HPS may make modifications to its support offerings from time to time at its reasonable discretion.

1. Customer shall use the Services for internal business purposes only as contemplated by this Agreement. Customer shall access the Services only (i) through users authorized by Customer acting within the scope of their service for Customer (“Authorized Users”); and (ii) from and within the United States.
2. Customer shall be responsible for (i) maintaining the security of its account, passwords (including but not limited to administrative and user passwords) and files, (ii) compliance by its Authorized Users with the terms hereof, and (iii) all uses of the Customer account and the Services, including without limitation by all employees, representatives, agents and contractors, with or without Customer’s knowledge or consent.
3. Except as expressly permitted under this Agreement, Customer shall not and shall ensure its Authorized Users do not:
   1. access or use the Services in connection with the provision of any services to third parties;
   2. resell, rent, license, lease, provide service bureau or timeshare services, transfer, encumber, copy, distribute, publish, exhibit, transmit, or otherwise make available to any third party any of the Services;
   3. derive specifications from, reverse engineer, reverse compile, disassemble, translate, record, or create derivative works based on the Services;
   4. use the Services in a manner that delays, impairs, or interferes with system functionality for others or that compromises the security or integrity of any data, equipment, software, or system input or output, including but not limited to introduction of any viruses or malware into HPS or the systems of HPS or its licensors;
   5. enter data in the Services that is threatening, harmful, lewd, offensive, defamatory, or that injures, infringes or otherwise violates the rights of others;
   6. apply systems to extract or modify information in the Services using technology or methods such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”;
   7. use the Services or any part or aspect thereof for any unlawful purpose or to mislead or harass anyone;
   8. use the Services in violation of or beyond the scope of the license granted herein; or
   9. use the Services except as specifically permitted under this Agreement.
   Any violation of this Section 4 will cause HPS irreparable and immediate harm, and HPS is entitled to injunctive relief to prevent such violation.

1. “Customer Data” means all data, information, or material that Customer submits to the Services in the course of using the Services. Customer Data does not include the name and contact information of those Customer employees who are the business contacts responsible for interacting with HPS in connection with the Customer-HPS business relationship under this Agreement.
2. Customer represents and warrants that it owns or otherwise has and will have the necessary rights in, and consents relating to, the Customer Data. HPS shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data, and except as expressly set forth herein and subject to any requirements of applicable law, HPS shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Customer Data. In the event this Agreement is terminated, HPS will make available to Customer a file of the Customer Data within thirty (30) days of termination if Customer so requests at the time of termination. Upon HPS’s termination for cause, Customer’s right to access or use Customer Data within or in conjunction with the Services shall immediately cease.
3. Customer will be exclusively responsible for the content of all communications sent using the Services. Customer represents, warrants and covenants that it will not use a Services to, nor allow its Authorized Users or any third party to use the Services to:
   1. generate or facilitate unsolicited commercial email (spam), including without limitation sending communications or email in violation of the CAN-SPAM Act, or any other applicable anti-spam law or regulation;
   2. generate or facilitate calls, SMS, MMS, other text messages push notifications, or other uninvited communications in violation of the Telephone Consumer Protection Act, the Do Not-Call Implementation Act, or any other applicable law including anti-spam, telemarketing, robocalling, caller ID spoofing, or telephone consumer protection laws or regulations;
   3. mine data or harvest any web property to find email addresses, mobile numbers or other user account information;
   4. send communications to users who have requested to be removed from a distribution or mailing list;
   5. sell to, exchange with, share with, or distribute to a third party personal information, including the email addresses or phone numbers of any person without such person’s knowing and continued consent to such disclosure;
   6. send unsolicited communications belonging to individuals and/or entities with whom Customer has no preexisting relationship;
   7. utilize “cookies”, “web beacons”, “pixels” or other similar tracking technologies in violation of any applicable law, rule or regulation, including for clarity, and without limitation, the California Invasion of Privacy Act and the Electronic Communications Privacy Act; or
   8. use the Services in any manner that violates any applicable industry standards, third-party policies, or requirements that HPS may communicate to its users, including all of the applicable guidelines published by the CTIA, the Mobile Marketing Association, the Self Regulatory Principles as directed by the Digital Advertising Alliance and the Network Advertising Initiative, or any other generally accepted industry associations, carrier guidelines, or other industry standards.

In the event of any breach or threatened breach of this Agreement by Customer (including non-payment of fees), without limiting HPS’s other rights and remedies, HPS may immediately, with written notice (email being sufficient) suspend Customer’s access to the Services.

Customer will pay all fees due for Services according to the prices and terms listed in the Order Form. All fees are payable in US Dollars and are non-cancelable and nonrefundable unless expressly otherwise set forth herein. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties (excluding taxes imposed on HPS’s net income). In the event HPS pays any such taxes and has not collected them previously from Customer, Customer shall promptly reimburse HPS. Unless otherwise provided on the Order Form, payment of invoices may be made via credit card or ACH. In the event of Customer’s non-payment of any fees which non-payment is not cured within ten (10) days of HPS’s notice to Customer, without limiting any of HPS’s rights hereunder, HPS may suspend Customer’s use of the Services until payment has been made. Further, HPS may require Customer to add to its account profile bank routing details, and Customer hereby authorizes HPS to automatically debit such bank account for all invoices that are due and payable.

1. Customer shall own all right, title and interest in and to the Customer Data.
2. HPS (and its affiliates and licensors, where applicable) shall own and retain all right, title and interest in and to (i) the Services, all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with Implementation Services or support, (iii) all automatically generated, records of events and activities in connection with Customer’s use of the Services, and (iv) all intellectual property rights related to any of the foregoing.
3. Notwithstanding anything to the contrary, Customer hereby grants to HPS: (i) the right to utilize Customer Data during the Term on an identifiable basis for the purpose of performance of the Services, including those ancillary thereto, such as troubleshooting and support; and (ii) a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual and irrevocable license during the Term and thereafter to use anonymized Customer Data that is aggregated with anonymized data of other HPS customers (“Anonymous Data”) in order to improve and enhance the Services. For clarity, Anonymous Data shall not be identifiable to any customer or to any user.
4. To the extent Customer or its users provide any suggestions, ideas, enhancement requests, recommendations, or other feedback relating to the Services (all of the foregoing collectively, “Feedback”), Customer hereby irrevocably assigns and transfers all such Feedback to HPS.
5. The HPS name, the HPS logo, the marks of HPS’s licensors, and the product names associated with the Services are trademarks of HPS or third parties, and no right or license is granted to use them.
6. No rights or licenses are granted except as expressly set forth herein.

1. Confidentiality. Confidentiality covenants between the Parties shall be governed by the Confidentiality and Nondisclosure Agreement previously executed by the Parties.
2. Business Associate Agreement. The provisions of the Business Associate Agreement by and between the Parties accompanies these Terms of Service and sets forth additional terms of the Agreement that apply to the extent any Customer Data provided to HPS includes personal information.

1. Indemnification by HPS. HPS will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the Services (except for Third-Party Materials) infringes or misappropriates such third party’s intellectual property rights (an “Infringement Claim”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by HPS in writing of, an Infringement Claim, provided Customer (i) promptly gives HPS written notice of the Infringement Claim, (ii) gives HPS sole control of the defense and settlement of the Infringement Claim (except that HPS may not settle any Infringement Claim unless it unconditionally releases Customer of all liability), and (iii) gives HPS all reasonable assistance, at HPS’s expense. If HPS receives information about an infringement or misappropriation claim related to the Services, HPS may in its discretion and at no cost to Customer (A) modify the Services so that they are no longer claimed to infringe or misappropriate, (B) obtain a license for Customer’s continued use of the Services in accordance with this Agreement, or (C) terminate Customer’s subscriptions for the infringing Services upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (I) the allegation does not state with specificity that the Services are the basis of the Infringement Claim; (II) an Infringement Claim arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by HPS, if the Services or use thereof would not infringe without such combination; (III) an Infringement Claim arises from Services under an Order Form for which there is no charge; or (IV) an Infringement Claim arises from a non-HPS application or Customer’s breach of this Agreement or applicable Order Form.
2. Indemnification by Customer. Customer agrees to defend, indemnify and hold harmless HPS (including its officers, agents, and employees) from and against any and all claims, demands, liabilities, and costs incurred by HPS, including reasonable attorney’s fees, directly arising out of or in connection with Customer’s (a) breach of any provision of this Agreement, and/or (b) negligent conduct (including the negligent conduct of the Customer or its officers, agents or employees). If any event occurs giving rise to a claim for indemnification hereunder, Customer shall be entitled to prompt written notice thereof from HPS (including a full disclosure of all facts and circumstances giving rise to the claim of indemnification). In such an event, HPS shall have the option of either providing its own defense for which Customer shall promptly pay HPS its reasonable costs and expenses or HPS may tender the defense to Customer which shall assume it. Customer may not settle any indemnity claim unless it unconditionally releases HPS of all liability.
3. The Parties shall agree mutually to any and all settlement of disputes covered by this indemnification provision.

1. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND HPS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF SAID SUPPLEMENTARY DATA AND SERVICES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY HPS AND ITS LICENSORS.
2. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
3. IN NO EVENT SHALL HPS BE LIABLE TO CUSTOMER OR ANY OF CUSTOMER’S OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WETHER FORESEEABLE OR UNFORESEEABLE. IN NO EVENT SHALL HPS’S AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID TO HPS FOR SERVICES HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACT OR OMISSION RESULTING IN LIABILITY, REGARDLESS OF THE FORM OF ACTION.

1. Term of Agreement. This Agreement becomes effective upon its execution by both Parties, or upon execution of an Order Form by Customer which incorporates it by reference and shall continue in effect until such time as no active Order Form granting Customer access to the Services exists, or as otherwise terminated pursuant to the provisions herein (the “Term”).
2. Term of Order Form(s). Customer’s access to the Services commences on the Contract Start Date indicated in the applicable Order Form and continues until the Contract End Date specified therein. Except as may be otherwise specified in the applicable Order Form, the Order Form shall automatically renew for a period of time equal to the originally specified expiring term in such Order Form or one (1) year (whichever is longer), unless either Party delivers no less than ninety (90) days’ written notice preceding the applicable Contract End Date to the other Party, or as otherwise stated in an applicable Order Form, of its intent not to renew the Order Form.
3. Termination for Cause. If a Party materially breaches the Agreement or any Order Form, the non-breaching Party may terminate the Agreement and any applicable Order Forms for cause upon thirty (30) days’ prior written notice if such breach remains uncured at the expiration of such thirty (30) day period, or with immediate effect if such breach is incurable or the breaching Party has clearly communicated its intent not to cure. Upon any termination for cause under this Section 12(c) by HPS, Customer shall pay any unpaid fees described in all then-current Order Forms, regardless of whether such fees were due before or after the effective date of termination (“Remaining Fees”). In the event of a termination for cause under this Section 12(c) by Customer, HPS shall refund all prepaid fees attributable to the period of time after the effective date of the Termination for Cause.
4. Termination without Cause. Following the first twelve (12) months of the Term of this Agreement, either Party may terminate this Agreement at any time, with or without cause, upon ninety (90) days prior written notice to the other Party; provided, however, that if Customer terminates without cause under this Section 12(d), Customer shall be responsible for all Remaining Fees plus sixty percent (60%) of the Remaining Fees as an early termination fee.
5. Termination for Insolvency. In the event that either Party hereto is adjudged insolvent or bankrupt, or upon the institution of any proceeding regarding insolvency, receivership, liquidation, or assignment for the benefit of creditors, then such Party will immediately give notice thereof to the other Party, and the other Party may terminate the Agreement and all Order Forms upon written notice.
6. Payment Upon Termination. In no event shall termination by Customer or HPS under this Section 12 relieve Customer of the obligation to pay any fees payable to HPS for the period prior to the effective date of termination.

1. Governing Law; Venue. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES OF SUCH JURISDICTION. THE PARTIES FURTHER AGREE THAT THE VENUE OF ANY CLAIM, DISPUTE OR CONTROVERSY HEREUNDER SHALL BE BROUGHT ONLY IN A STATE OR FEDERAL COURT LOCATED IN HILLSBOROUGH COUNTY, FLORIDA, AND THE PARTIES HERETO EACH SUBMIT TO THE JURISDICTION OF SAID COURTS.
2. Surviving Provisions. Sections 4 (Restrictions), 5 (Customer Data; Communications), 7 (Fees), 8 (Intellectual Property), 9 (Mutual Covenants), 10 (Indemnification), 11 (Disclaimers; Limitation of Liability), 12(c), (d) and (f) (Term and Termination) and 13 (General) shall survive any termination or expiration of this Agreement.
3. Notices. Unless otherwise provided herein or agreed to in writing by the Parties, all notices or other communications relating to the performance, enforcement, or other legal aspects of this Agreement will be in writing and may be personally delivered, sent by overnight courier service to the other Party at the address set forth on the Order Form. Any other communications between the Parties, including those relating to technical and business collaboration, may be conducted over telephone, email, or by other means reasonable under the circumstances and mutually acceptable to both Parties. Notice shall be deemed given if personally served on the date if it is personally delivered, or if mailed or e-mailed, the date it is deposited in the mail or transmitted via e-mail in accordance with the foregoing. General communication regarding Services, such as for routine maintenance, may be provided by means of a general notice on the Online Services portal.
4. Relationship of the Parties. The Parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists between Customer and HPS as a result of this Agreement or Customer’s use of the Services.
5. Publicity. HPS will be entitled to display Customer’s corporate name and logo on HPS’ website and marketing materials, and to identify Customer as a HPS customer.
6. Assignment. Customer may not assign this Agreement or any beneficial interest herein, including by the transfer of the membership interests in such Party, without the written consent of HPS. HPS may assign this Agreement in connection with the sale of its assets or a partial sale of certain business assets and HPS may make a collateral assignment thereof to any lender providing financing to HPS.
7. Waiver of Breach. The waiver by any Party of an obligation or a breach of any provision of this Agreement shall not operate as or be construed to constitute a waiver of any subsequent obligation or breach of the same or another provision.
8. Enforcement. If any Party resorts to legal action to enforce or interpret any provision of this Agreement, the prevailing Party shall be entitled to recover reasonable out-of-pocket expenses of the action, including reasonable attorney’s fees, whether pre-trial, at trial, and/or on appeal.
9. Force Majeure. No Party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or other interruption of Services to the extent such delay or failure to perform is deemed to result, directly or indirectly, from acts of God, civil or military authority, acts of public enemy or terrorism, war, fires, explosions, earthquakes, failure of transportation, or strikes or other work interruptions by any Party’s employees or contracting parties.
10. HPS is Not Engaged in Practice’s Practice of Medicine. Nothing in this Agreement is intended or shall be construed to allow HPS to exercise control or direction over the manner or method by which any physician or other licensed healthcare professional performs professional healthcare services. HPS shall not interfere in any manner or to any extent with the performance of any licensed individual’s medical or professional judgment. To the extent any act or service in this Agreement required by HPS should be construed to constitute the practice of medicine by any governmental authority, the requirement to perform that act or service by HPS shall be deemed waived and unenforceable.
11. Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of such provision, covenant, or condition will remain in full force and effect and will in no way be affected, impaired, or invalidated, unless to do so would substantially destroy the fundamental purposes of this Agreement.
12. Divisions and Headings. The divisions of this Agreement into articles, sections, and subsections and the use of captions and headings in connection therewith are solely for convenience and shall not affect in any way the meaning or interpretation of this Agreement.
13. Counterparts, Amendments, and Agreement Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any Party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all the Parties reflected herein as the signatories. Signatures transmitted via facsimile or pdf/email transmission shall be deemed originals for this purpose.
14. Entire Agreement. This Agreement and the other agreements and documents to be entered into pursuant to the terms of this Agreement, supersede all previous contracts and together constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof. No text or information set forth on any other purchase order, preprinted form, or document (other than the executed Order Form) shall add to or vary the terms and conditions of this Agreement.
15. Reformation. If at any time during the Term, there is a change in the Third-Party Materials, or the agreements underlying such Third-Party Materials, or the contents or validity of this Agreement are challenged by any governmental authority or agency under applicable law, or, based on a legal opinion received from legal counsel of either Party, it is concluded that a violation of law has occurred as a result of this Agreement or that a violation of law will occur as a result of this Agreement, which change or violation would result in material adverse consequences to either Party hereunder (a “Material Adverse Event”), the Parties agree to negotiate in good faith to revise, reform and/or restructure this Agreement and the relationship among the Parties in order to fully comply with the Third-Party Agreements and applicable law in a manner that is equitable to all Parties in light of the intent of this Agreement. If the Parties are unable to agree, within thirty (30) days after actual knowledge is received by each Party of a Material Adverse Event, on how to revise, reform, and/or restructure this Agreement and their relationship under this Section, HPS shall have the option to terminate this Agreement.
16. Attorney Fees, Expenses, and Costs. The prevailing Party in any legal proceeding in which this Agreement, or any part of it, is sought to be enforced or interpreted, shall be entitled to an award of its attorney’s fees, expenses, and costs.

[END OF TERMS OF SERVICE]