PLAN PATH TERMS OF SERVICE

Last Updated: 17 March 2025

CONTENTS

1. Applicability… 4
2. Services Description… 4
3. Account Registration and Security… 5

3.1 Account Creation… 5

3.2 Account Security… 5

3.3 Account Eligibility… 5

4. Healthcare Privacy and Security… 5

4.1 HIPAA Compliance… 5

4.2 Business Associate Agreement… 5

4.3 Data Security… 6

5. Customer Obligations… 6

5.1 Compliance Requirements… 6

5.2 Prohibited Activities… 6

6. Customer’s Acts or Omissions… 7
7. Change Orders… 7
8. Performance and Availability… 8

8.1 Service Level Commitments… 8

8.2 Maintenance and Updates… 8

8.3 Support Services… 8

9. Fees and Expenses; Payment Terms; Interest on Late Payments; and Taxes… 8

9.1 Service Fees… 8

9.2 Payment Terms… 9

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9.3 Taxes… 9

10. Intellectual Property Rights… 9

10.1 Ownership… 9

10.2 License Grant… 9

10.3 Restrictions… 9

11. Confidential Information… 10

11.1 Definition… 10

11.2 Protection Requirements… 10

11.3 Exceptions… 10

12. Warranties and Disclaimers… 11

12.1 Plan Path Warranties… 11

12.2 Disclaimer of Warranties… 11

13. Limitation of Liability… 12

13.1 Exclusion of Damages… 12

13.2 Liability Cap… 12

11.3 Exceptions… 12

14. Indemnification… 12
15. Term and Termination… 13

15.1 Term… 13

15.2 Termination Rights… 13

15.3 Effect of Termination… 13

16. Insurance Requirements… 13
17. Governing Law and Jurisdiction… 14

17.1 Governing Law… 14

17.2 Jurisdiction… 14

18. Force Majeure… 14
19. Marketing and Publicity… 15

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20. Miscellaneous Provisions… 15

20.1 Assignment… 15

20.2 Severability… 15

20.3 Waiver… 16

20.4 Relationship of the Parties… 16

20.5 Notices… 16

20.6 Survival… 16

20.7 Entire Agreement… 16

20.8 Amendment and Modification… 17

20.9 No Third-Party Beneficiaries… 17

21. Contact Information… 17
22. APPLICABILITY

These Terms of Service (these “Terms”) constitute the entire agreement governing your access to and use of the Plan Path LLC (“Plan Path,” “we,” “our,” or “us”) website, software, and services (collectively, the “Services”). By accessing or using our Services, you (“Customer,” “you,” or “your”) agree to be bound by these Terms and all applicable laws and regulations. If you do not agree with any part of these Terms, you must not use our Services.

The accompanying order confirmation (the “Service Agreement”) and these Terms (collectively, this “Agreement”), along with the Terms of Use, Business Associate Agreement, and Privacy Policy comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Service Agreement, the Service Agreement shall govern, unless the Service Agreement expressly states that the terms and conditions of the Service Agreement shall control.

These Terms prevail over any of Customer’s general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.

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2. SERVICES DESCRIPTION

Plan Path provides a software-as-a-service platform designed to assist healthcare providers, medical practices, and healthcare organizations (“Healthcare Providers”) in managing and analyzing Medicare insurance information for their patients. Our Services include, but are not limited to:

(a) Medicare plan analysis and comparison tools;

(b) Patient insurance information management systems;

(c) Automated insurance verification and eligibility checking;

(d) Healthcare provider network analysis;

(e) Medicare compliance monitoring tools;

(f) Reporting and analytics features; and

(g) Secure communication channels for healthcare providers and staff.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Account Creation

To access our Services, you must create an account by providing accurate, complete, and current information. You agree to update your information promptly if any changes occur.

3.2 Account Security

You are responsible for:

 maintaining the confidentiality of your account credentials;

 restricting access to your account;

 ensuring that all activities under your account comply with these Terms;

 implementing appropriate security measures to protect sensitive information; and

 notifying us immediately of any unauthorized access or security breaches.

3.3 Account Eligibility

You represent and warrant that:

 You are a licensed healthcare provider or authorized employee of a healthcare

organization;

 You have authority to enter into these Terms;

 You will comply with all applicable healthcare privacy laws and regulations; and

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 You are not prohibited from using the Services under applicable laws.

4. HEALTHCARE PRIVACY AND SECURITY

4.1 HIPAA Compliance

As a provider of services to healthcare organizations, Plan Path maintains compliance with the Health Insurance Portability and Accountability Act (HIPAA) and other applicable healthcare privacy laws. We implement appropriate administrative, physical, and technical safeguards to protect Protected Health Information (PHI).

4.2 Business Associate Agreement

Healthcare Providers using our Services must execute our Business Associate Agreement (BAA) before accessing or transmitting any PHI through our platform according to the terms of our Business Associate Policy.

4.3 Data Security

We employ industry-standard security measures, including: – End-to-end encryption for data transmission – Secure data storage with regular backups – Access controls and authentication mechanisms – Regular security audits and vulnerability assessments – Employee training on privacy and security procedures.

5. CUSTOMER OBLIGATIONS

Customer shall:

(a) cooperate with Plan Path 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 Plan Path, for the purposes of performing the Services;

(b) respond promptly to any Plan Path request to provide direction, information, approvals,

authorizations, or decisions that are reasonably necessary for Plan Path to perform

Services in accordance with the requirements of this Agreement;

(c) provide such Customer materials or information as Plan Path may reasonably 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

(d) 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.

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5.1 Compliance Requirements

Customer shall maintain the following compliance requirements:

(a) obtain and maintain all necessary licenses, permissions, and consents required to use

the Services;

(b) comply with all applicable laws and regulations, including HIPAA and state privacy

laws;

(c) maintain appropriate security measures within your organization;

(d) ensure all users under your account understand and comply with these Terms; and

(e) obtain patient consent where required by law.

5.2 Prohibited Activities

You shall not:

(a) share account credentials or allow unauthorized access to the Services;

(b) use the Services for any illegal or unauthorized purpose;

(c) attempt to circumvent any security measures or access restrictions;

(d) upload malicious code or attempt to harm the Services;

(e) interfere with other users’ access to the Services;

(f) reverse engineer or attempt to extract the source code of our software; or

(g) use the Services to store or transmit inappropriate or unauthorized content.

6. CUSTOMER’S ACTS OR OMISSIONS.

If Plan Path’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, Plan Path 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.

7. CHANGE ORDERS.

(a) If either party wishes to change the scope or performance of the Services, it shall submit

details of the requested change to the other party in writing. Plan Path shall, within a

reasonable time after such request, provide a written estimate to Customer of:

1. the likely time required to implement the change;

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1. any necessary variations to the fees and other charges for the Services arising

from the change;

iii. the likely effect of the change on the Services; and

1. any other impact the change might have on the performance of this Agreement.

(b) Promptly after receipt of the written estimate, the parties shall negotiate and agree in

writing on the terms of such change (a “Change Order”). Neither party shall be bound

by any Change Order unless mutually agreed upon in writing in accordance with the

Amendment and Modification Section.

(c) Notwithstanding Section 6(a) and Section 6(b), Plan Path may, from time to time

change the Services without the consent of Customer provided that such changes do not

materially affect the nature or scope of the Services, or the fees or any performance

dates set forth in the Order Confirmation.

(d) Plan Path may charge for the time it spends assessing and documenting a change

request from Customer on a time and materials basis in accordance with the Order

Confirmation.

8. PERFORMANCE AND AVAILABILITY

8.1 Service Level Commitments

We strive to maintain 99.9% uptime for our Services, excluding scheduled maintenance. However, we do not guarantee uninterrupted access to the Services.

8.2 Maintenance and Updates

We may perform scheduled maintenance or updates to the Services with advance notice. Emergency maintenance may be performed without notice when necessary.

8.3 Support Services

We provide technical support during business hours through our designated support channels. Response times vary based on issue severity and your service tier.

9. FEES AND EXPENSES; PAYMENT TERMS; INTEREST ON LATE PAYMENTS; AND TAXES.

In consideration of the provision of the Services by Plan Path and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Service Agreement.

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Payments are due within thirty (30) days of the invoice date. Late payments may incur interest at a rate of two and one-half percent (2.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date of payment. Company reserves the right to suspend Services for accounts that remain unpaid sixty (60) days after the invoice date. Customer is responsible for paying all applicable taxes, levies, duties, and similar assessments imposed by any governmental authority in connection with Customer’s use of the Services, excluding taxes based on Company’s net income.

9.1 Service Fees

(a) You agree to pay all fees specified in your Service Agreement;

(b) fees are based on your selected service tier and number of users;

(c) all fees are quoted in US dollars and are non-refundable; and

(d) we may modify fees with 30 days’ notice.

9.2 Payment Terms

(a) payments are due within 30 days of invoice date;

(b) late payments may incur interest at 2.5% per month;

(c) We may suspend Services for accounts 60 days past due;

(d) You are responsible for all applicable taxes and fees.

9.3 Taxes

Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Ownership

All intellectual property rights, title, and interests, including copyrights, patents, patent disclosures and inventions (whether patentable or not), patent applications, software code and architecture, user interface designs documentation and training materials trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Plan Path in the course of performing the Services, including any items identified as such in the Service Agreement

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(collectively, the “Deliverables”) shall be owned by Plan Path. Plan Path hereby grants Customer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.

10.2 License Grant

We grant you a limited, non-exclusive, non-transferable license to use the Services for your internal business purposes, subject to these Terms.

10.3 Restrictions

You may not modify, adapt, or create derivative works, sublicense or resell the Services, remove proprietary notices or labels, or use our intellectual property without permission.

11. CONFIDENTIAL INFORMATION

11.1 Definition

All non-public, confidential or proprietary information of Plan Path, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Plan Path to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Plan Path.

Confidential Information includes:

 patient health information;

 technical specifications and documentation;

 business and financial information;

 user data and analytics;

 security procedures and protocols; and

 other non-public information marked as confidential.

11.2 Protection Requirements

You agree to:

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 maintain strict confidentiality of all Confidential Information;

 use Confidential Information only for authorized purposes;

 implement appropriate security measures;

 notify us immediately of any unauthorized disclosure; and

 return or destroy Confidential Information upon request.

11.3 Exceptions

Confidential Information does not include information that:

 is or becomes publicly available through no fault of the recipient;

 was known to the recipient before disclosure;

 is received from a third party without confidentiality obligations; and

 is independently developed without use of Confidential Information.

12. WARRANTIES AND DISCLAIMERS

12.1 Plan Path Warranties

(a) Plan Path represents and warrants to Customer that it shall perform the Services using

personnel of required skill, experience, and qualifications and in a professional and

workmanlike manner in accordance with generally recognized industry standards for

similar services and shall devote adequate resources to meet its obligations under this

Agreement.

(b) The Plan Path shall not be liable for a breach of the warranty set forth in Section

12.1(a) unless Customer gives written notice of the defective Services, reasonably

described, to Plan Path within thirty days of the time when Customer discovers or

ought to have discovered that the Services were defective.

(c) Subject to Section 12.1(b), Plan Path shall, in its sole discretion, either:

(i) repair or re-perform such Services (or the defective part); or

(ii) credit or refund the price of such Services at the pro rata contract rate.

(d) THE REMEDIES SET FORTH IN SECTION 12.1(c) SHALL BE THE

CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER’S

ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET

FORTH IN SECTION 12.1(a). 12.2 Disclaimer of Warranties

EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 12.1(a) ABOVE, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

13. LIMITATION OF LIABILITY

13.1 Exclusion of Damages

IN NO EVENT SHALL SERVICE PROVIDER 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 SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

13.2 Liability Cap

IN NO EVENT SHALL SERVICE PROVIDER’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 GREATER OF THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE INCIDENT EVENT GIVING RISE TO THE CLAIM OR $10,000.

11.3 Exceptions

The limitation of liability set forth in Section 13.2 above shall not apply to (i) liability resulting from Plan Path’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from Plan Path’s negligent acts or omissions. 14. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Plan Path, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Services, including, but not limited to, any use of the Services other than as expressly authorized in these Terms of Service, or your use of any information obtained from the Services.

15. TERM AND TERMINATION

15.1 Term

These Terms remain in effect until terminated by either party.

15.2 Termination Rights

In addition to any remedies that may be provided under this Agreement, Plan Path may terminate this Agreement with immediate effect upon written notice to Customer, if Customer:

(a) fails to pay any amount when due under this Agreement and such failure continues for

thirty days after Customer’s receipt of written notice of nonpayment;

(b) has not otherwise performed or complied with any of the terms of this Agreement, in

whole or in part; or

(c) becomes insolvent, files a petition for bankruptcy or commences or has commenced

against it proceedings relating to bankruptcy, receivership, reorganization, or

assignment for the benefit of creditors.

15.3 Effect of Termination

Upon termination:

(a) all licenses and rights granted herein terminate;

(b) You must cease using the Services;

(c) You must pay all outstanding fees; and

(d) You must return or destroy all Confidential Information. 16. INSURANCE REQUIREMENTS

During the term of this Agreement, Customer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $1,000,000 with financially sound and reputable insurers. Upon Plan Path’s request, Customer shall provide Plan Path with a certificate of insurance from Customer’s insurer evidencing the insurance coverage specified in these Terms. Customer shall provide Plan Path with seven days’ advance written notice in the event of a cancellation or material change in Customer’s insurance policy. Except where prohibited by law, Customer shall require its insurer to waive all rights of subrogation against Plan Path’s insurers and Plan Path.

17. GOVERNING LAW AND JURISDICTION

17.1 Governing Law

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.

17.2 Jurisdiction

Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the City of Brooklyn and County of King, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

18. FORCE MAJEURE

No party shall be liable or responsible to the other party, nor 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 Plan Path 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, 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; and (f) national or regional emergency; and (g) strikes, labor stoppages or slowdowns or other industrial disturbances; and (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within seven days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of fourteen days following written notice given by it under this Section 14, the other party may thereafter terminate this Agreement upon seven days’ written notice.

19. MARKETING AND PUBLICITY

By using our Services, you grant to Company a non-exclusive, worldwide, royalty-free license to use your company name, logo, trademarks, service marks, and other identifying material (collectively, “Customer Marks“) for marketing, promotional, and publicity purposes. This includes identifying you as a client or user of our Services, including your Customer Marks in our client lists, marketing materials, presentations, website, social media accounts, and other promotional channels, creating and publishing case studies, testimonials, or success stories featuring your use of our Services, and referencing your business relationship with us in press releases or other public communications.

While we reserve these rights, Company will make reasonable efforts to use your Customer Marks in a manner consistent with your published brand guidelines, if provided to us. We will seek your approval for case studies or testimonials that include substantive information about your use of our Services beyond mere identification as a client. We will also remove references to your business at your written request, subject to the limitations described below.

Notwithstanding the above approval process, Company may continue to use materials or communications containing your Customer Marks that were distributed prior to your request for removal. Additionally, we reserve the right to identify you as a client in confidential discussions with prospective clients or investors.

You may revoke this marketing license by submitting a written request to [email protected], which shall become effective thirty (30) days after receipt. Revocation will not affect materials already distributed or published prior to the effective date of revocation. 20. MISCELLANEOUS PROVISIONS

20.1 Assignment

Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Plan Path. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.

20.2 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.

20.3 Waiver

No waiver by Plan Path of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Plan Path. 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.

20.4 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, 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.

20.5 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 the Service Agreement or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

20.6 Survival

Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Insurance, Submission to Jurisdiction, and Survival.

20.7 Entire Agreement

These Terms of Service, the Terms of Use, Privacy Policy, Business Associate Policy, Business Associate Agreement, and Copyright Policy constitute the sole and entire agreement between you and Plan Path regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website and Services.

20.8 Amendment and Modification.

This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.

20.9 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 Terms.

21. CONTACT INFORMATION

For questions about these Terms, please contact:

Plan Path LLC Email: [email protected]