This Master Services Agreement ("Agreement") is entered into as of the date of Customer's acceptance, by and between myEZcare, LLC, an Arizona limited liability company ("myEZcare" or "Company"), and the subscribing customer, identified in the accompanying Invoice ("Customer"). myEZcare and Customer are each a "Party" and collectively the "Parties."

This Agreement incorporates the following Exhibits, each of which is attached hereto and made a part hereof:

• Exhibit A — Service Order Form (subscription features, user counts, and fees)
• Exhibit B — Set-Up, Deployment, and Implementation Services
• Exhibit C — Support Services and Service Level Agreement
• Exhibit D — Software Applications and Hosting Services
• Exhibit E — User Warranties and Indemnities
• Exhibit F — HIPAA Business Associate Agreement
• Exhibit G — Module Deployment and Stabilization Addendum

This Agreement constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior agreements, oral or written. In any conflict between an Exhibit and these General Terms and Conditions, the General Terms and Conditions control unless an Exhibit expressly and specifically states otherwise.

1. Laws Governing Health Information

Customer represents that it is a covered entity or business associate subject to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and all regulations promulgated thereunder, including the HITECH Act. Because this Agreement involves services relating to protected health information ("PHI"), myEZcare and Customer have executed a Business Associate Agreement (Exhibit F), which is incorporated herein. myEZcare may terminate this Agreement upon thirty (30) days' written notice if any new federal or state law, regulation, or agency guidance requires material changes to the Services, fees, or terms. Upon such termination, myEZcare will offer Customer an updated agreement. Customer is solely responsible for its own HIPAA compliance obligations independently of myEZcare.

2. Provision of Services

Subject to the terms and conditions of this Agreement, myEZcare will provide the services described in Exhibits A, B, and C (the "Services").

Customer warrants and certifies that it has obtained all necessary consents, authorizations, and releases from each individual whose PHI will be subject to the Services, as required by HIPAA, applicable state law, and all other applicable privacy regulations.

During the Term, myEZcare grants Customer a limited, nonexclusive, non-transferable, non-sublicensable license to access and use the myEZcare Platform solely for Customer's internal business operations in connection with the Services.

Customer is solely responsible for evaluating the myEZcare Platform prior to execution of this Agreement to determine whether its current features meet Customer's business requirements. myEZcare makes no representations that any specific feature, workflow, or business process not expressly described in Exhibit A will be available. Additional development or customization outside the current platform scope will be addressed via a separate written statement of work billed at rates set forth in Exhibit B. myEZcare has no liability for any business process or workflow not expressly included in Exhibit A.

3. Use of Services

Customer shall comply with all applicable laws and regulations, including HIPAA, HITECH, and all applicable state privacy laws, and shall adhere to myEZcare's then-current Acceptable Use Policy and Privacy Statement posted at www.myezcare.com. myEZcare may modify its Acceptable Use Policy upon ten (10) days' prior written notice via email. Customer shall notify its Users of any such modifications within five (5) business days of receipt.

If myEZcare becomes aware of or suspects any unlawful use of the Services, myEZcare shall endeavor to provide written notice to Customer. myEZcare reserves the right to immediately suspend or terminate Services if it determines, in its sole discretion, that use may be unlawful or in violation of the Acceptable Use Policy, or when reasonably necessary to protect myEZcare's interests. Customer shall be liable for any damages or costs incurred by myEZcare arising from Customer's or any User's unlawful or unauthorized use.

Customer agrees it will not, and will not permit any third party to:

• Use the myEZcare Platform other than as expressly permitted under this Agreement
• Attempt to download, copy, or reverse-engineer any software component of the Platform without prior written authorization
• Decompile, disassemble, or otherwise attempt to derive source code from any Platform software
• Sublicense, resell, or transfer Platform access to any third party
• Use the Platform to develop or support a competing product or service

Each Party agrees to comply with all applicable federal and state laws, rules, and regulations, including HIPAA, HITECH, state EVV mandates, Medicaid program requirements, and export control laws.

myEZcare will maintain (or cause a qualified third party to maintain) a secure computing environment as described in Exhibit D, Part B.

myEZcare reserves the right to modify the Platform from time to time. Modifications with a material adverse effect on Customer's use will be preceded by at least thirty (30) days' written notice. Minor enhancements and bug fixes may be deployed without prior notice. Customer agrees to report any resulting errors promptly per Exhibit C.

4. Ownership and Intellectual Property

myEZcare retains all right, title, and interest in and to the Services, the myEZcare Platform, and all underlying technology, software, code, specifications, designs, processes, improvements, and inventions developed in connection with the Services. Nothing in this Agreement transfers any ownership interest to Customer.

Customer retains all right, title, and interest in and to all data, content, and information submitted by Customer or its Users through the Platform ("Customer Data"). myEZcare is granted a limited license to access and process Customer Data solely to provide the Services and as permitted by this Agreement and Exhibit F. myEZcare will not sell, transfer, or disclose Customer Data to third parties except as required to provide the Services, as directed by Customer, or as required by law.

If Customer provides suggestions or enhancement requests regarding the Services ("Feedback"), Customer grants myEZcare a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback into the Services without restriction or compensation to Customer.

5. Payment Terms

The monthly subscription fee is as specified in the accompanying Invoice. All fees are billed in advance. The billing cycle begins on the Effective Date. Fees for any partial month at commencement will be prorated.

Customer is entitled to a full refund of the first month's subscription fee if Customer cancels the Agreement within thirty (30) calendar days of the Effective Date (the "Guarantee Period") by providing written notice to myEZcare. After the Guarantee Period expires, all fees paid or due under this Agreement are non-refundable under any circumstance, including without limitation early termination by Customer, early termination by myEZcare, non-use, module dissatisfaction, partial use, or any other reason. Implementation fees are non-refundable at all times, including during the Guarantee Period.

Customer must maintain a valid credit card or ACH bank account on file for automatic payment. Subscription fees will be automatically charged on the first business day of each billing cycle. Customer authorizes myEZcare to charge the payment method on file for all fees due under this Agreement.

All amounts are payable in U.S. dollars. Payments not received by the due date will incur a late fee of $50.00 plus interest at 1.5% per month (or the maximum rate permitted by applicable law, whichever is less) on the outstanding balance. Payments are not subject to any set-off or counterclaim.

Customer is responsible for all applicable sales, use, excise, or similar taxes or governmental fees associated with the Services, excluding taxes based on myEZcare's net income.

myEZcare may adjust subscription fees effective at each Annual Renewal Date. myEZcare will provide Customer with written notice of any fee adjustment no less than sixty (60) days prior to the Annual Renewal Date. If Customer does not accept the adjusted fees, Customer may exercise its non-renewal right per Section 10.1. Continued use after the Annual Renewal Date constitutes acceptance of adjusted fees. myEZcare will not increase fees mid-term except for the addition of new modules or services requested by Customer.

Fees are prepaid based on the prior billing period. Adjustments for changes in user counts or service scope will be reflected in the following billing cycle.

6. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN AN EXHIBIT TO THIS AGREEMENT, THE SERVICES, SOFTWARE APPLICATIONS, AND THE MYEZCARE PLATFORM ARE PROVIDED "AS IS" AND "WHERE IS." MYEZCARE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

myEZcare has no control over internet performance, GPS satellite networks, wireless data networks, or third-party communications infrastructure, and disclaims all warranties related thereto. Under certain conditions (including signal obstructions, bridge or tunnel passage, or outages), erroneous or missing data may be transmitted.

Customer is solely responsible for verifying that the Platform's features meet its business and regulatory requirements prior to execution of this Agreement and prior to go-live. myEZcare is not responsible for any business process, workflow, or regulatory requirement not expressly included in Exhibit A. Customer has had adequate opportunity to evaluate the Platform and has not relied on any representation by myEZcare regarding features not expressly set forth herein.

Customer acknowledges that no software system is entirely free from security vulnerabilities. myEZcare will notify Customer of any confirmed material security breach affecting Customer Data in accordance with applicable law and Exhibit F.

Customer is solely responsible for any warranties or representations made to any third party regarding the Services or the Platform. myEZcare has no liability for any warranty Customer extends beyond the scope of this Agreement.

7. Limitation of Liability

IT IS UNDERSTOOD AND AGREED THAT MYEZCARE AND ITS THIRD-PARTY PROVIDERS ARE NOT INSURERS. THE FEES PAID TO MYEZCARE HEREUNDER ARE FOR SAAS SERVICES PROVIDED AND NOT FOR THE VALUE OF ANY PROPERTY, LOSS, OR INJURY.

IN NO EVENT SHALL MYEZCARE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, FROM ANY CAUSE AND REGARDLESS OF FORM OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE), EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO MYEZCARE IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT WILL EITHER PARTY, OR ITS SUPPLIERS OR CONTRACTORS, BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Customer agrees to look exclusively to its own insurance carrier to recover damages arising from any loss or injury to any person or property monitored through the myEZcare Platform, and waives all rights of subrogation against myEZcare and its third-party providers.

8. Confidential Information

Each Party agrees to keep confidential and use only for purposes of performing under this Agreement any proprietary or confidential information of the other Party that is marked as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach by the receiving Party; (b) was rightfully known to the receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by law or court order, provided the receiving Party gives prompt written notice and cooperates with any protective order effort.

The obligations of this Section 8 survive for three (3) years following expiration or termination of this Agreement. Upon termination, each Party shall promptly return or destroy the other Party's Confidential Information and certify such destruction upon request.

During the Term, either Party may reference the existence of this Agreement and the other Party's name in marketing or public communications, subject to the other Party's prior written approval, not to be unreasonably withheld.

9. Indemnification

Subject to Section 7, myEZcare will defend, indemnify, and hold Customer harmless from third-party claims arising from an allegation that the Services, as provided by myEZcare and used in accordance with this Agreement, infringe any valid United States patent, copyright, trade secret, or other intellectual property right. These obligations do not apply to claims arising from: (a) Customer's use of the Services in violation of this Agreement; (b) combination of the Services with third-party software or hardware not provided by myEZcare; or (c) modifications made at Customer's direction.

Customer shall defend, indemnify, and hold myEZcare harmless from all third-party claims, actions, proceedings, or demands arising from: (a) any breach of this Agreement by Customer or its Users; (b) any violation of applicable law (including HIPAA or HITECH) by Customer or its Users; (c) any misrepresentation by Customer to its clients, patients, or third parties; or (d) Customer's failure to obtain required consents or authorizations. Customer's indemnification obligations include myEZcare's reasonable attorney fees and costs.

10. Term, Renewal, and Termination

This Agreement commences on the Effective Date and continues for the initial term specified in the Invoice ("Initial Term"). Upon expiration of the Initial Term, this Agreement will automatically renew for successive twelve (12) month periods (each an "Annual Renewal") on the same terms and conditions, unless either Party provides written notice of non-renewal to the other Party at least ninety (90) days prior to the end of the then-current term.

The Annual Renewal Date is the anniversary of the Effective Date in each subsequent year. Fee adjustments, if any, take effect at the Annual Renewal Date per Section 5.6. This Agreement renews for annual terms only. Month-to-month renewal is not available unless both Parties expressly agree in a separate written amendment.

Either Party may terminate this Agreement upon written notice if:

• The other Party fails to make any payment when due and fails to cure within ten (10) business days of written notice
• The other Party materially breaches any material term and fails to cure within ninety (90) days of written notice
• The other Party makes a general assignment for the benefit of creditors, becomes insolvent, or is the subject of bankruptcy, receivership, or dissolution proceedings

myEZcare may additionally terminate upon reasonable belief that Customer or any User is violating HIPAA, HITECH, or any applicable federal or state law governing PHI or patient privacy.

myEZcare may terminate this Agreement at any time without cause by providing Customer with thirty (30) days' prior written notice. No refund will be issued for any prepaid fees upon such termination, except within the Guarantee Period defined in Section 5.2.

Customer may not terminate this Agreement prior to expiration of the then-current annual term except as expressly permitted under Section 10.2 (gross negligence, fraud, illegal act, or bankruptcy by myEZcare). Any purported early termination by Customer for any other reason constitutes a material breach of this Agreement.

If Customer terminates this Agreement prior to expiration of the then-current annual term for any reason not expressly permitted under Section 10.2, or if myEZcare terminates due to Customer's breach, Customer shall pay myEZcare an early termination fee equal to: the monthly subscription fee (based on the higher of the last billing period's fee or the fee agreed at the start of the then-current term) multiplied by the number of full and partial months remaining in the then-current annual term ("Early Termination Fee"). The Early Termination Fee is immediately due and payable. This amount is a reasonable estimate of myEZcare's damages and is not a penalty. No refund will be issued for any fees already paid, regardless of the termination date.

After the thirty (30) day post-go-live stabilization period following deployment of any module or application feature, Customer's satisfaction with, adoption of, utilization of, or return on investment from such module shall not constitute grounds for early termination or fee reduction. Customer remains fully liable for all fees through the remaining contract term regardless of module utilization. Each subsequent module deployment carries its own independent thirty (30) day stabilization period. See Exhibit G for full terms.

Upon expiration or termination:

• Customer will immediately cease use of the Platform and destroy all myEZcare Confidential Information in its possession
• myEZcare will destroy or return Customer Confidential Information, except myEZcare may retain materials reasonably necessary for potential legal claims until final resolution
• Customer shall pay all outstanding fees and amounts due through the termination or expiration date, including any applicable Early Termination Fee
• myEZcare will provide Customer with a thirty (30) day data access window to manually export Customer Data. After such period, myEZcare has no obligation to retain or provide access to Customer Data. Customer is solely responsible for data extraction during this window. No extension of the data access window will be granted unless agreed in writing.

Sections 4.1, 4.2, 5, 6, 7, 8, 9, 10.5, 10.7, 10.8, and 11, and all Exhibit provisions that by their nature should survive, will survive any expiration or termination of this Agreement.

If either Party breaches any provision of this Agreement, the non-breaching Party may notify the breaching Party in writing and request cure. If the breaching Party fails to take satisfactory action within fifteen (15) business days of written notice, the non-breaching Party may pursue all remedies available under this Agreement and applicable law.

11. Miscellaneous

Notices under this Agreement must be in writing and will be deemed given when: (a) delivered personally; (b) sent by facsimile with written confirmation of receipt; (c) three (3) business days after deposit with the U.S. Postal Service by registered or certified mail, postage prepaid; or (d) one (1) business day after delivery by nationally recognized overnight courier. Electronic mail notices are acceptable for routine communications but do not constitute formal notice under this Section unless confirmed in writing.

The Parties agree that electronic signatures executed via DocuSign, Adobe Sign, or any other commercially recognized electronic signature platform shall be deemed valid and enforceable to the same extent as original ink signatures, in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable Arizona law. A PDF or electronic copy of this Agreement bearing electronic or scanned signatures shall constitute an original for all purposes.

This Agreement binds and inures to the benefit of the Parties and their permitted successors and assigns. Customer may not transfer, sublicense, or assign this Agreement or any of its rights or obligations without myEZcare's prior written consent, which myEZcare may grant or withhold in its sole discretion. myEZcare may assign this Agreement without Customer's consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Neither Party shall be responsible for delays, failures, or interruptions in the Services caused by circumstances beyond that Party's reasonable control, including acts of God, strikes, governmental actions, natural disasters, pandemic or epidemic events, third-party infrastructure failures, denial-of-service attacks, or power failures (each a "Force Majeure Event"). The affected Party shall provide prompt written notice and use commercially reasonable efforts to mitigate the impact.

During the Term and for two (2) years following the last payment to myEZcare under this Agreement, Customer will not, without myEZcare's prior written consent, hire, solicit, or engage (as employee, contractor, or otherwise) any former or current myEZcare employee or contractor who worked on the set-up, deployment, implementation, or support of the Services. If Customer breaches this Section, Customer shall pay myEZcare liquidated damages equal to two (2) times the total compensation paid or payable to such person. The Parties agree this is a reasonable estimate of damages and not a penalty.

myEZcare maintains a partnership with CaregiverList.com for caregiver training and certification resources. Customer's participation is entirely optional and requires a separate written Data Sharing Addendum executed by both Parties. By default, no Customer employee records will be shared with CaregiverList.com. Customer's decision not to participate has no effect on this Agreement or the Services.

myEZcare continuously releases new features and updates. Customer acknowledges that new releases may occasionally result in temporary errors or behavior changes. Customer agrees to report any errors promptly per Exhibit C. myEZcare will make commercially reasonable efforts to resolve confirmed errors. myEZcare is not liable for errors from new feature releases unless attributable to gross negligence or willful misconduct.

This Agreement is governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict-of-law principles. All disputes, controversies, or claims arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in Phoenix, Arizona, under the AAA Commercial Arbitration Rules. The arbitration shall be conducted before a single arbitrator. The prevailing Party shall be entitled to recover its reasonable attorney fees and arbitration costs. Nothing herein prevents either Party from seeking injunctive or other equitable relief from a court of competent jurisdiction in Maricopa County, Arizona, to prevent irreparable harm pending arbitration. This Agreement is intended for United States-based customers only.

Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the Parties. If any provision is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force. Failure to enforce any provision does not constitute a waiver of the right to enforce it in the future.

This Agreement, including all Exhibits, constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

Exhibit A — Service Order Form

The invoice with full subscription details, module list, and pricing will be delivered to Customer's billing contact via separate email. This Exhibit A is incorporated into the Agreement upon Customer's written acceptance or payment of the first invoice.

Field	Value
Billing Cycle	Monthly, prepaid, auto-charged on the 1st business day of each cycle
Initial Contract Term	As specified in the Invoice
Auto-Renewal	Annual (12 months) — automatic unless 90-day written opt-out given
Money-Back Guarantee	30 days from Effective Date (subscription fee only; implementation fee non-refundable)
Refund Policy Post-Guarantee	No refunds after the 30-day Guarantee Period, for any reason
Out-of-Scope Dev Rate	$150.00 per hour (separate SOW required)

Exhibit B — Set-Up, Deployment, and Implementation Services

Customer (or Customer's IT contractor) is responsible for all local workstation configuration, network setup, printer configuration, remote access setup, and initial data entry required to access the myEZcare Platform. myEZcare will provide remote telephone and virtual guidance, and consultation on myEZcare Platform software configuration.

myEZcare will provide:

• Customization of configurable platform options
• Workflow design consultation aligned with myEZcare Platform capabilities
• Hands-on end-user training in groups of up to ten (10) users per session, in half-day increments, in a facility provided by Customer
• Expert guidance on optimal platform configuration to meet Customer's operational goals

Customer agrees to actively participate throughout implementation, including providing practice-specific data and assisting with configuration decisions. Any activity outside the scope above will require a separate written statement of work and will be billed at $150.00 per hour on a time-and-materials basis. On-site visits are not included in standard implementation and will incur additional charges for travel and expenses, pre-approved by Customer in writing.

Exhibit C — Support Services and Service Level Agreement

During the Term, myEZcare will provide Customer with technical support via telephone, virtual meeting, and email for covered myEZcare software. Support includes answering questions, troubleshooting, and database assistance. Training is not included in standard support and is billed per Exhibit B rates. On-site visits are not covered and may incur additional charges. If Customer identifies a reproducible material software defect, myEZcare will, within a commercially reasonable timeframe, provide a workaround or a corrected version.

Metric	Target	Measurement Period
Platform Availability	99.5% uptime	Monthly
Critical Issue Response	4 business hours	Per incident
Standard Issue Response	1 business day	Per incident
Scheduled Maintenance	Off-peak hours, 48-hour advance notice	As needed

Planned maintenance will be scheduled during off-peak hours (typically weekends or evenings) with at least 48 hours' advance notice. SLA credits, if applicable, will be applied to the following billing cycle as a subscription credit and do not entitle Customer to a cash refund.

Supported mobile platforms: Apple iOS (current and prior major version), Android (current and prior major version) via myEZcare mobile app on the Apple App Store and Google Play Store.

• Operating System: Windows 10 or later; macOS 12 (Monterey) or later
• Processor: 1.5 GHz or faster
• RAM: 8 GB minimum recommended
• Browser: Google Chrome (current version) or Microsoft Edge (Chromium-based, current version)
• Internet: 25 Mbps download / 5 Mbps upload minimum, with redundant provider recommended

Exhibit D — Software Applications and Hosting Services

1. License
The myEZcare Platform is licensed on a monthly or annual subscription basis as set forth in Exhibit A, subject to all terms and conditions of this Agreement.

2. Customer Information Accuracy
myEZcare relies on the technical and operational information provided by Customer for implementation and configuration. Customer is responsible for the accuracy of all information it provides and bears all consequences of inaccuracies.

3. Publicity and Demonstrations
myEZcare may reference Customer's name and general product usage in standard news releases and published customer lists. myEZcare will provide Customer with advance written notice of any specific written release. With Customer's prior approval, myEZcare may bring interested parties to Customer's premises to demonstrate the Platform.

4. Customer Credential Obligations
Customer shall not share, sell, sublicense, or distribute any user credentials provided or created under this Agreement. Customer must protect all user IDs and passwords from unauthorized disclosure. If a credential breach occurs or Customer becomes aware of unauthorized access, Customer must immediately notify myEZcare. Each user ID shall be assigned to one identified individual. Passwords must be changed at least every ninety (90) days and immediately upon compromise.

5. Security Standards
myEZcare maintains industry-standard administrative, physical, and technical safeguards, including:

• Encryption of data in transit (TLS 1.2 or higher) and at rest
• Role-based access controls and audit logging
• Regular vulnerability assessments and penetration testing
• Disaster recovery and data backup procedures
• Compliance with applicable HIPAA Security Rule requirements (45 C.F.R. Part 164)

6. Non-Solicitation
See Section 11.5 of the General Terms and Conditions.

Exhibit E — User Warranties and Indemnities

The undersigned authorized representative of Customer agrees, warrants, and represents that:

• I am aware that HIPAA, the HITECH Act, the Americans with Disabilities Act, and applicable state privacy laws impose compliance obligations on me as a user of the myEZcare Platform
• I am solely responsible for complying with all applicable privacy laws in my use of the Services and do not rely on myEZcare for privacy compliance training or guidance
• I will comply with Customer's internal rules, policies, and access controls in using the Services
• I will comply with myEZcare's then-current Acceptable Use Policy and Privacy Statement posted at www.myezcare.com
• I will immediately notify myEZcare if I become aware of any violation of applicable privacy laws or myEZcare's User Terms and Conditions by Customer or any of its Users
• I will defend, indemnify, and hold myEZcare harmless against all actions, claims, damages, proceedings, losses, fines, and costs (including attorney fees) arising from any breach of the warranties set forth herein
• I understand that the laws of the State of Arizona govern these User Warranties and Indemnities, and I consent to the jurisdiction of courts in Maricopa County, Arizona for enforcement of these warranties
• I declare under penalty of perjury under the laws of the State of Arizona that I have read this Exhibit E, am competent to understand it, and sign it of my own free will

Exhibit F — HIPAA Business Associate Agreement

This Business Associate Agreement ("BAA") is entered into between myEZcare, LLC ("Business Associate") and the Customer identified in the Master Services Agreement ("Covered Entity") and is effective as of the Effective Date of the Master Services Agreement ("MSA") to which it is attached. This BAA is incorporated into and forms a part of the MSA.

The following terms, when used in this BAA, shall have the meanings set forth below. All other capitalized terms not defined herein shall have the meanings ascribed to them under HIPAA and its implementing regulations at 45 C.F.R. Parts 160 and 164, as amended.

• "Breach" means the acquisition, access, use, or disclosure of PHI in a manner not permitted under 45 C.F.R. Part 164, Subpart E, which compromises the security or privacy of the PHI, as defined at 45 C.F.R. 164.402.
• "Business Associate" means myEZcare, LLC, which performs functions or activities that involve the use or disclosure of PHI on behalf of Covered Entity.
• "Covered Entity" means the Customer identified in the MSA, a HIPAA covered entity or business associate.
• "Data Aggregation" has the meaning set forth at 45 C.F.R. 164.501.
• "Designated Record Set" has the meaning set forth at 45 C.F.R. 164.501.
• "HITECH Act" means the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009, and its implementing regulations.
• "PHI" or "Protected Health Information" has the meaning set forth at 45 C.F.R. 160.103, limited to the PHI created, received, maintained, or transmitted by Business Associate on behalf of Covered Entity.
• "Required by Law" has the meaning set forth at 45 C.F.R. 164.103.
• "Security Incident" has the meaning set forth at 45 C.F.R. 164.304.
• "Subcontractor" means a person to whom Business Associate delegates a function, activity, or service, other than in the capacity of a member of the Business Associate's workforce.
• "Unsecured PHI" has the meaning set forth at 45 C.F.R. 164.402.

Business Associate may use and disclose PHI only as follows:

• As necessary to perform the Services described in the MSA and in a manner consistent with Covered Entity's minimum necessary policies and procedures
• As required by law
• For the proper management and administration of Business Associate, provided that disclosures are Required by Law or Business Associate obtains written reasonable assurances from the recipient that the PHI will be held confidentially, used only for the disclosed purpose, and reported back to Business Associate if confidentiality is breached
• To provide Data Aggregation services to Covered Entity as permitted under 45 C.F.R. 164.504(e)(2)(i)(B)
• To report violations of law to appropriate federal and state authorities, consistent with 45 C.F.R. 164.502(j)(1)

Business Associate will not use or disclose PHI in any manner that would violate HIPAA if done by Covered Entity, except as otherwise specifically permitted or required by this BAA.

Business Associate agrees to:

• Not use or further disclose PHI other than as permitted or required by this BAA or as Required by Law
• Use appropriate safeguards and implement the requirements of 45 C.F.R. Part 164, Subpart C (Security Rule) with respect to electronic PHI, to prevent unauthorized use or disclosure of PHI
• Report to Covered Entity any use or disclosure of PHI not provided for in this BAA of which Business Associate becomes aware, including Breaches of Unsecured PHI as required by 45 C.F.R. 164.410, and any Security Incidents, without unreasonable delay and in no event later than sixty (60) calendar days after discovery
• Ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree to the same restrictions, conditions, and requirements that apply to Business Associate under this BAA
• Make available PHI in a Designated Record Set to Covered Entity as necessary to satisfy Covered Entity's obligations under 45 C.F.R. 164.524 (right of access)
• Make available PHI for amendment and incorporate any amendments as directed by Covered Entity per 45 C.F.R. 164.526
• Maintain and make available the information required to provide an accounting of disclosures per 45 C.F.R. 164.528
• Make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary of HHS for purposes of determining compliance with HIPAA

Covered Entity agrees to:

• Notify Business Associate of any limitation in Covered Entity's Notice of Privacy Practices under 45 C.F.R. 164.520, to the extent such limitation may affect Business Associate's use or disclosure of PHI
• Notify Business Associate of any changes in, or revocation of, permission by an individual to use or disclose PHI, to the extent that such changes may affect Business Associate's permitted or required uses and disclosures
• Notify Business Associate of any restriction on the use or disclosure of PHI under 45 C.F.R. 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI
• Not request Business Associate to use or disclose PHI in any manner that would not be permissible under HIPAA if done by Covered Entity

Upon discovery of a Breach of Unsecured PHI, Business Associate shall notify Covered Entity without unreasonable delay and no later than sixty (60) calendar days after discovery. Such notification shall include, to the extent reasonably possible:

• A description of what happened, including the date of the Breach and the date of discovery
• A description of the types of Unsecured PHI involved
• Any steps individuals should take to protect themselves from potential harm
• A description of what Business Associate is doing to investigate, mitigate harm, and protect against further Breaches
• Contact information for Covered Entity questions

Business Associate shall cooperate fully with Covered Entity in Covered Entity's notification obligations to affected individuals and HHS under 45 C.F.R. 164.404 and 164.408.

This BAA is effective as of the Effective Date of the MSA and shall terminate concurrently with the termination or expiration of the MSA, unless earlier terminated as provided below.

If either Party knows of a material breach of this BAA by the other Party, the non-breaching Party shall provide written notice and allow the breaching Party thirty (30) days to cure. If the breach is not cured, the non-breaching Party may terminate this BAA and the MSA, if feasible. If termination is not feasible, the non-breaching Party shall report the violation to the Secretary of HHS.

Upon termination, Business Associate shall, at the option of Covered Entity, return or destroy all PHI in any form, and retain no copies. If return or destruction is not feasible, Business Associate shall continue to extend the protections of this BAA to the retained PHI and limit further uses and disclosures accordingly. This obligation survives termination.

This BAA shall be interpreted as broadly as necessary to implement and comply with HIPAA. Any ambiguity shall be resolved in favor of a meaning that permits Covered Entity to comply with HIPAA. In the event of a conflict between this BAA and the MSA with respect to the subject matter of this BAA, the terms of this BAA shall control. References to sections in the Privacy Rule, Security Rule, or HITECH Act mean those sections as in effect or as amended.

Exhibit G — Module Deployment and Stabilization Addendum

This Exhibit G supplements Section 10.6 of the General Terms and Conditions and governs the stabilization period following the deployment of any module or application feature within the myEZcare Platform.

Following the go-live date of any module (the date the module is first made available to Customer's end users in a production environment), a thirty (30) day stabilization period (the "Stabilization Period") will commence. During the Stabilization Period, both Parties will cooperate to identify and resolve configuration gaps, workflow adjustments, or issues required for Customer's operational use.

After the Stabilization Period concludes, Customer's satisfaction with, adoption of, utilization of, or return on investment from any specific module shall not constitute grounds for: (a) early termination of this Agreement; (b) reduction of subscription fees; (c) withholding of any payment; or (d) any claim or offset against myEZcare. Customer acknowledges that module performance outcomes are substantially dependent on Customer's internal adoption, staff training, and operational processes, which are outside myEZcare's control.

Each separately deployed module or application feature carries its own independent thirty (30) day Stabilization Period beginning on its applicable go-live date. Stabilization Periods for different modules may run concurrently.

The go-live date for each module shall be documented by myEZcare in writing (including via email) and acknowledged by Customer's designated point of contact. Absence of Customer's written objection within five (5) business days of myEZcare's go-live confirmation constitutes Customer's acceptance of the go-live date for that module.

During the Stabilization Period, Customer agrees to: (a) actively use and test the deployed module with representative users and real workflows; (b) report all identified issues to myEZcare's support team per Exhibit C; and (c) designate a named point of contact responsible for coordinating Customer-side feedback and resolution activities. Failure by Customer to actively participate during the Stabilization Period does not extend the period or create any right of termination.